COMMON STOCK PURCHASE WARRANT
XXXXXXX METALS GOLF CORP.
(A NEVADA CORPORATION)
Dated: , 199
THIS CERTIFIES THAT
(hereinafter called the "Holder") will in the future during the
period hereinafter specified, upon fulfillment of the conditions
and subject to the terms hereinafter set forth, be entitled to
purchase from XxXxxxx Metals Golf Corp., a Nevada corporation
(hereinafter called the "Company"), shares (the "Shares") of the
Company's common stock, par value $.001 per share ("Common Stock"),
at an exercise price of $_____per Share (the "Exercise Price"),
on the basis of one share for each warrant (the "Warrants")
indicated on the face hereof.
1. Commencing with the issuance of this certificate and
ending on the date three years later, unless extended by the
Company ("Expiration Date"), the Holder shall have the right to
purchase the Shares hereunder at the Exercise Price. After the
Expiration Date, the Holder shall have no right to purchase any
Shares hereunder and this Warrant shall expire thereon effective at
4:00 p.m., New York time.
2. The rights represented by this Warrant may be exercised
at any time within the period above specified, in whole or in part,
by (i) the surrender of this Warrant (with the purchase form at the
end hereof properly executed) at the principal executive office of
the Company (or such other office or agency of the Company as it
may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company); (ii) payment to
the Company of the Exercise Price then in effect for the number of
Shares specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any; and (iii) delivery to the
Company, if the Company so requires, of a duly executed agreement
signed by the Holder to the effect that such person agrees to be
bound by all provisions hereof. This Warrant shall be deemed to
have been exercised, in whole or in part to the extent specified,
immediately prior to the close of business on the date this Warrant
is surrendered and payment is made in accordance with the foregoing
provisions of this Paragraph 2, and the person or persons in whose
name or names the certificates for Shares shall be issuable upon
such exercise shall become the holder or holders of record of such
Shares at that time and date. The certificates for the Shares so
purchased shall be delivered to the Holder within a reasonable time
after the rights represented by this Warrant shall have been
exercised.
3. This Warrant may not be exercised or sold, transferred,
assigned, or otherwise disposed of at any time by the Holder unless
the transaction is registered or, in the opinion of the Company
(which may in its discretion require the Holder to furnish it with
an opinion of counsel in form and substance satisfactory to it),
such exercise, sale, transfer, assignment or other disposition does
not require registration under the Act and a valid exemption is
available under applicable federal and state securities laws. Any
permitted transfer or assignment shall be effected by the Holder
(i) completing and executing the form of assignment at the end
hereof and (ii) surrendering this Warrant with such duly completed
and executed assignment form for cancellation, accompanied by funds
sufficient to pay any transfer tax, at the principal executive
office of the Company, accompanied by a written representation from
each such assignee addressed to the Company stating that such
assignee agrees to be bound by the terms of this Warrant; whereupon
the Company shall issue, in the name or names specified by the
Holder (including the Holder) a new Warrant or Warrants of like
tenor with appropriate legends restricting transfer under the Act
and representing in the aggregate rights to purchase the same
number of Shares as are purchasable hereunder.
4. The Company covenants and agrees that all Xxxxxx
purchased hereunder will, upon issuance, be duly and validly
issued, fully paid and non-assessable and no personal liability
will attach to the Holder thereof. The Company further covenants
and agrees that during the period within which this Warrant may be
exercised, the Company will at all times have authorized and
reserved a sufficient number of shares of Common Stock to provide
for the exercise of this Warrant.
5. This Warrant shall not entitle the Holder to any voting
rights or other rights as a stockholder of the Company, either at
law or in equity, and the rights of the Holder are limited to those
expressed in this Warrant and are not enforceable against the
Company except to the extent set forth herein.
6. In the event that the Company shall at any time subdivide
or combine into a greater or lesser number the number of outstand-
ing shares of Common Stock, the number of Shares purchasable upon
exercise of the Warrant shall be proportionately increased and the
Exercise Price proportionally decreased in the case of subdivision
or, in the case of combination, the number of Shares purchasable
upon the exercise of the Warrant shall be proportionately decreased
and the Exercise Price proportionately increased. Irrespective of
any adjustments in the Exercise Price or the number of Shares
purchasable upon exercise of the Warrant, the Warrant theretofore
or thereafter issued may continue to express the same price and
number and kind of Shares as are stated in the Warrant initially
issued.
7. The Warrants represented by this certificate are subject
to redemption by the Company at $.01 per Warrant, at any time after
the date hereof, upon 30 days notice if the closing bid price of
the Company's common stock equals or exceeds the exercise price
hereof for 10 consecutive trading days at any time prior to notice
of redemption. The terms of the redemption and other terms of
these Warrants are set forth in a Warrant Agreement between the
Company and its Warrant Agent, which agreement shall control the
terms and conditions of this Warrant.
8. This Warrant Certificate does not constitute an offer to
sell, nor does it confer any right to purchase securities of the
company until such time as the conditions precedent to its
exercisability have been fulfilled.
9. This Warrant shall be governed by and be in accordance
with the laws of the State of Nevada and may not be amended other
than by written instrument executed by the parties hereto except as
provided in the Warrant Agreement between the Company and the
Warrant Agent.
IN WITNESS WHEREOF, XxXxxxx Metals Golf Corp. has caused this
Warrant to be signed by its duly authorized officers.
XXXXXXX METALS GOLF CORP., a Nevada Corporation
By:
Xxxxxxx Xxxxxxx, President
PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the Holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase rights represented by
such Warrant for, and to purchase thereunder, Shares of
the Common Stock of XxXxxxx Metals Golf Corp., and herewith makes
payment of $ therefore, and requests that the share
certificates be issued in the name(s) of, and delivered to
_________________________________________________________________
whose address(es) is (are) ______________________________________
_________________________________________________________________
________________________________________________________________.
Dated: _______________________
______________________________
(Signature)
______________________________
Name (Print or Type)
______________________________
Address
______________________________
TRANSFER FORM
(To be signed only upon transfer of the Warrant)
For value received, the undersigned hereby assigns and
transfers unto _____________________________________________ the
right to purchase shares of the Common Stock of XxXxxxx Metals Golf
Corp. represented by the foregoing Warrant to the extent of
________ Shares, and appoints ___________________________, attorney
to transfer such rights on the books of ___________________________
__________________, with full power of substitution in the
premises.
Dated: _______________________
______________________________
(Signature)
______________________________
Name (Print or Type)
______________________________
Address
______________________________
