Exhibit 4.4
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER
HEREOF, BY PURCHASING THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR
THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR (C) IF REGISTERED
UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS. IN
ADDITION, A SECURITIES PURCHASE AGREEMENT ("PURCHASE AGREEMENT"),
DATED THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL
AGREEMENTS AMONG THE PARTIES, INCLUDING, WITHOUT LIMITATION,
PROVISIONS WHICH LIMIT THE EXERCISE RIGHTS OF THE HOLDER AND SPECIFY
MANDATORY REDEMPTION OBLIGATIONS OF THE COMPANY.
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Renegade Venture Corporation
COMMON STOCK PURCHASE WARRANT
Number of shares: 7,200,000
Holder: Xxxxxx Partners LP
c/o Xxxxxx Xxxxxx Xxxxxx
Managing Partner
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx XX 00000
tel 000-000-0000
fax 000-000-0000
cell 000-000-0000
xxx@xxxxxxxxxxxxxx.xxx
Expiration Date: May 31, 2009
Exercise Price per Share: $0.68
Renegade Venture Corporation, a company organized and existing under the laws of
the State of Nevada (the "Company"), hereby certifies that, for value received,
Xxxxxx Partners LP, or its registered assigns (the "Warrant Holder"), is
entitled, subject to the terms set forth below, to purchase from the Company
7,200,000 shares (the "Warrant Shares") of common stock, $0.001 par value (the
"Common Stock"), of the Company (each such share, a "Warrant Share" and all such
shares, the "Warrant Shares") in exchange for (a) one (1) Warrant and (b) .$0.68
per share (as adjusted from time to time as provided in Section 7, per Warrant
Share (the "Exercise Price"), at any time and from time to time from and after
the date thereof and through and including 5:00 p.m. New York City time on May
31, 2009 (or eighteen months of effectiveness of a Registration Statement
subsequent to the issuance herein, whichever is longer)(the "Expiration Date"),
and subject to the following terms and conditions:
1. Registration of Warrant. The Company shall register this Warrant upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Warrant Holder hereof from time to time.
The Company may deem and treat the registered Warrant Holder of this Warrant as
the absolute owner hereof for the purpose of any exercise hereof or may
distribute to the Warrant Holder, and for all other purposes, and the Company
shall not be affected by notice to the contrary.
2. Investment Representation. The Warrant Holder by accepting this Warrant
represents that the Warrant Holder is acquiring this Warrant for its own account
or the account of an affiliate for investment purposes and not with the view to
any offering or distribution and that the Warrant Holder will not sell or
otherwise dispose of this Warrant or the underlying Warrant Shares in violation
of applicable securities laws. The Warrant Holder acknowledges that the
certificates representing any Warrant Shares will bear a legend indicating that
they have not been registered under the United States Securities Act of 1933, as
amended (the "1933 Act") and may not be sold by the Warrant Holder except
pursuant to an effective registration statement or pursuant to an exemption from
registration requirements of the 1933 Act and in accordance with federal and
state securities laws. If this Warrant was acquired by the Warrant Holder
pursuant to the exemption from the registration requirements of the 1933 Act
afforded by Regulation S thereunder, the Warrant Holder acknowledges and
covenants that this Warrant may not be exercised by or on behalf of a Person
during the one year distribution compliance period (as defined in Regulation S)
following the date hereof. "Person" means an individual, partnership, firm,
limited liability company, trust, joint venture, association, corporation, or
any other legal entity.
3. Validity of Warrant and Issue of Shares. The Company represents and
warrants that this Warrant has been duly authorized and validly issued and
warrants and agrees that all of Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, when issued upon such
exercise, be duly authorized, validly issued, fully paid and non-assessable and
free from all taxes, liens and charges with respect to the issue thereof. The
Company further warrants and agrees that during the period within which the
rights represented by this Warrant may be exercised, the Company will at all
times have authorized and reserved a sufficient number of Common Stock to
provide for the exercise of the rights represented by this Warrant.
4. Registration of Transfers and Exchange of Warrants.
a. Subject to compliance with the legend set forth on the face of this
Warrant, the Company shall register the transfer of any portion of this Warrant
in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment attached hereto duly completed and signed, to the Company at the
office specified in or pursuant to Section 9. Upon any such registration or
transfer, a new warrant to purchase Common Stock, in substantially the form of
this Warrant (any such new warrant, a "New Warrant"), evidencing the portion of
this Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Warrant Holder. The acceptance of the New
Warrant by the transferee thereof shall be deemed the acceptance of such
transferee of all of the rights and obligations of a Warrant Holder of a
Warrant.
b. This Warrant is exchangeable, upon the surrender hereof by the
Warrant Holder to the office of the Company specified in or pursuant to Section
9 for one or more New Warrants, evidencing in the aggregate the right to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such New Warrant will be dated the date of such exchange.
5. Exercise of Warrants.
a. Upon surrender of this Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Section 9, or to the stock transfer agent of the Company,
and upon payment and delivery of the Exercise Price per Warrant Share multiplied
by the number of Warrant Shares that the Warrant Holder intends to purchase
hereunder, in lawful money of the United States of America, in cash or by
certified or official bank check or checks, to the Company, all as specified by
the Warrant Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than 10 business days after the Date of Exercise
[as defined herein]) issue or cause to be issued and cause to be delivered to or
upon the written order of the Warrant Holder and in such name or names as the
Warrant Holder may designate (subject to the restrictions on transfer described
in the legend set forth on the face of this Warrant), a certificate for the
Warrant Shares issuable upon such exercise, with such restrictive legend as
required by the 1933 Act. Any person so designated by the Warrant Holder to
receive Warrant Shares shall be deemed to have become holder of record of such
Warrant Shares as of the Date of Exercise of this Warrant
b. A "Date of Exercise" means the date on which the Company shall have
received (i) this Warrant (or any New Warrant, as applicable), with the Form of
Election to Purchase attached hereto (or attached to such New Warrant)
appropriately completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant Shares so indicated by the Warrant Holder to be
purchased.
c. This Warrant shall be exercisable at any time and from time to time
for such number of Warrant Shares as is indicated in the attached Form of
Election To Purchase. If less than all of the Warrant Shares which may be
purchased under this Warrant are exercised at any time, the Company shall issue
or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.
d. (i) Notwithstanding anything contained herein to the contrary, the
holder of this Warrant may, at its election exercise in its sole discretion,
this Warrant in whole or in part and, in lieu of making the cash payment
otherwise contemplated to be made to the Company upon such exercise in payment
of the Aggregate Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of Common Stock determined according to the following
formula (a "Cashless Exercise"): Net Number = (A x (B - C))/B
(ii) For purposes of the foregoing formula:
A= the total number shares with respect to which this
Warrant is then being exercised.
B= the last reported sale price (as reported by Bloomberg)
of the Common Stock on immediately preceding the date of the
Exercise Notice.
C= the Warrant Exercise Price then in effect at the time of
such exercise.
e. The holder of this Warrant agrees not to elect for a period of one
(1) year a Cashless Exercise. The holder of this Warrant also agrees not to
elect a Cashless Exercise so long as there is an effective registration
statement for the shares underlying this Warrant.
f. The Investor's acknowledge and agree that the Shares, and, until
such time as the Shares have been registered under the 1933 Act and sold in
accordance with an effective Registration Statement, certificates and other
instruments representing any of the Shares shall bear a restrictive legend in
substantially the following form (and a stop-transfer order may be placed
against transfer of any such Securities):
"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH
SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED,
ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S, OR (3) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT."
6. Call by the Company. This Warrant contains a callable feature until May
31, 2005 requiring the automatic exercise at any time prior to the Expiration
Date if the closing public market price of the Company's common stock is equal
to or in excess of the callable price of $1.02 for a period of twenty (20)
consecutive days and there is an effective Registration Statement covering the
shares of Common Stock underlying this Warrant ("Automatic Exercise") during
such twenty (20) consecutive day period. Upon occurrence of the Automatic
Exercise, the Company shall provide the Holder with notice of such Automatic
Conversion ("Automatic Exercise Notice"). Upon receipt of the Automatic Exercise
Notice, the Holder must (i) exercise, in whole or in part, this Warrant within
ten (10) days; or (ii) notify the Company of its intent to transfer this Warrant
pursuant to Section 4 of this Warrant. In the event that the Holder elects to
transfer this Warrant pursuant to Section 4 of this Warrant, then the subsequent
holder of this Warrant must exercise this Warrant on or before the thirtieth
(30) day after notification of intent to transfer this Warrant. In the event
that this Warrant is exercised, the Holder must deliver to the Company at its
office at 0000 X. Xxxx Xxxxxx, Xxxxxx, XX 00000 Attention: Xxxx Xxxxxx, on or
before 5:00 p.m., Eastern Time, on the required date, (i) Form of Election to
Purchase properly executed and completed by Holder or an authorized officer
thereof, (ii) a check payable to the order of the Company, in an amount equal to
the product of the Exercise Price multiplied by the number of Warrant Shares
specified in the Exercise Notice, and (iii) this Warrant. If the Holder does not
exercise this Warrant within ten (10) days from receipt of the Automatic
Exercise Notice or, in the event that this Warrant has been transferred pursuant
to Section 4 of this Warrant, the subsequent holder of this Warrant does not
exercise this Warrant within thirty (30) days after notification of intent to
transfer this Warrant, then this Warrant will expire.
7. Adjustment of Exercise Price and Number of Shares. The character of the
shares of stock or other securities at the time issuable upon exercise of this
Warrant and the Exercise Price therefore, are subject to adjustment upon the
occurrence of the following events, such adjustments shall be cumulative:
a. Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
Etc. The Exercise Price of this Warrant and the number of shares of Common Stock
or other securities at the time issuable upon exercise of this Warrant shall be
appropriately adjusted to reflect any stock dividend, stock split, combination
of shares, reclassification, recapitalization or other similar event affecting
the number of outstanding shares of stock or securities.
b. Adjustment for Reorganization, Consolidation, Merger, Etc. In case
of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in which
the Company shall not be the continuing or surviving entity of such
consolidation, merger or reorganization (any such transaction being hereinafter
referred to as a "Reorganization"), then, in each case, the holder of this
Warrant, on exercise hereof at any time after the consummation or effective date
of such Reorganization (the "Effective Date"), shall receive, in lieu of the
shares of stock or other securities at any time issuable upon the exercise of
the Warrant issuable on such exercise prior to the Effective Date, the stock and
other securities and property (including cash) to which such holder would have
been entitled upon the Effective Date if such holder had exercised this Warrant
immediately prior thereto (all subject to further adjustment as provided in this
Warrant).
c. Certificate as to Adjustments. In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant, the Company will promptly give written notice thereof to the holder of
this Warrant in the form of a certificate, certified and confirmed by the Board
of Directors of the Company, setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment or
readjustment is based.
d. The Company fails to meet certain earnings per share projections.
In the event the Company earns between $ 0.07 and $0.0007. per share (where such
earnings per share in this paragraph shall always be defined as earnings on a
fully taxed at a 36% rate primary shares outstanding basis as reported for the
fiscal year ended December 31st 2004 from recurring operations before any non
recurring items and utilizing the primary number of shares issued and
outstanding at December 31 2004), the warrant exercise price shall be reduced
proportionately by 0% if the earnings are $.07 per share and by 99% if the
earnings are $0.0007 per share. For example, if the Company earns $0.056 per
share, or 20% below $0.07 per share, then the warrant exercise price shall be
reduced by 20%. Such reduction shall be made at the time the December 31st, 2004
financial results are reported and shall be made from the starting exercise
price of the warrants being the exercise price of the warrants at that time, and
shall be cumulative upon any other changes to the exercise price of the warrant
that may already have been made. In the event the Company earns below $.0007, or
has a loss, the warrant exercise price shall be reduced by 99%.
e. The Company does not obtain the cancellation of the 8.1 million
shares issued to Old Mission Assessment Corporation (OMAC) and / or the
cancellation of the 1.5 million shares issued to Seajay Holdings (together known
as the voided shares) within 6 months from the Effective Date. In the event the
Company does not obtain the cancellation of the 8.1 million shares issued to Old
Mission Assessment Corporation (OMAC) and the cancellation of the 1.5 million
shares issued to Seajay Holdings (together known as the Voided Shares) within 6
months from the Effective Date then the warrant exercise price shall be reduced
by 93.75%. If all Voided Shares are cancelled then the warrant exercise will
remain unchanged at $0.68.The warrant exercise price shall be reduced
proportionately by 0% if the shares cancelled are 9.6 million and by 93.75% if
the shares cancelled are zero. For example, if the shares cancelled are 4.8
million, then the warrant exercise price shall be reduced by 46.875%.
f. The Company (or its wholly owned subsidiary) fails to obtain a
minimum three year term lease of the Tucson International Airport premises
currently occupied by Xxxxxxxx Aerospace Technologies Inc., within 6 months of
the Effective Date. In the event the Company (or its wholly owned subsidiary)
fails to obtain a minimum three year term lease of the Tucson International
Airport premises currently occupied by Xxxxxxxx Aerospace Technologies Inc.,
within 6 months of the Effective Date then the warrant exercise price shall be
reduced by 20%.
8. Fractional Shares. The Company shall not be required to issue or cause
to be issued fractional Warrant Shares on the exercise of this Warrant. The
number of full Warrant Shares that shall be issuable upon the exercise of this
Warrant shall be computed on the basis of the aggregate number of Warrants
Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 8, be issuable
on the exercise of this Warrant, the Company shall, at its option, (i) pay an
amount in cash equal to the Exercise Price multiplied by such fraction or (ii)
round the number of Warrant Shares issuable, up to the next whole number.
10. Notice. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given (i) on the date they are
delivered if delivered in person; (ii) on the date initially received if
delivered by facsimile transmission followed by registered or certified mail
confirmation; (iii) on the date delivered by an overnight courier service; or
(iv) on the third business day after it is mailed by registered or certified
mail, return receipt requested with postage and other fees prepaid as follows:
If to Renegade Venture Corporation by an overnight courier service:
-------------------------------------------------------------------
Xxxx Xxxxxx
President
Renegade Venture Corporation
0000 X. Xxxx Xxx.
Xxxxxx, XX 00000
If to Renegade Venture Corporation by mail :
Renegade Venture Corporation
XX Xxx 00000
Xxxxxx, XX 00000
If to the Warrant Holder:
-------------------------
Xxxxxx Xxxxxx Xxxxxx
Managing Partner
Xxxxxx Partners LP
000 Xxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx XX 00000
tel 000-000-0000
11. Miscellaneous.
a. This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Warrant may be amended only in writing and signed by the Company and the Warrant
Holder.
b. Nothing in this Warrant shall be construed to give to any person or
corporation other than the Company and the Warrant Holder any legal or equitable
right, remedy or cause of action under this Warrant; this Warrant shall be for
the sole and exclusive benefit of the Company and the Warrant Holder.
c. This Warrant shall be governed by, construed and enforced in
accordance with the internal laws of the State of New York without regard to the
principles of conflicts of law thereof.
d. The headings herein are for convenience only, do not constitute a
part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.
e. In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceablilty of the
remaining terms and provisions of this Warrant shall not in any way be affected
or impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonably
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
f. The Warrant Holder shall not, by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and the rights of the Warrant Holder are limited to those expressed in this
Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by the authorized officer as of the date first above stated.
Renegade Venture Corporation
By:
-------------------------------------
Name:
-------------------------------------
Title:
-------------------------------------
FORM OF ELECTION TO PURCHASE
(To be executed by the Warrant Holder to exercise the right to purchase shares
of Common Stock under the foregoing Warrant)
To: Renegade Venture Corporation Inc:
In accordance with the Warrant enclosed with this Form of Election to Purchase,
the undersigned hereby irrevocably elects to purchase ______________ shares of
Common Stock ("Common Stock"), $0.001 par value, of Renegade Venture Corporation
Inc and encloses one warrant and $0.68 for each Warrant Share being purchased or
an aggregate of $________________ in cash or certified or official bank check or
checks, which sum represents the aggregate Exercise Price (as defined in the
Warrant) together with any applicable taxes payable by the undersigned pursuant
to the Warrant.
The undersigned requests that certificates for the shares of Common Stock
issuable upon this exercise be issued in the name of:
____________________________________
____________________________________
____________________________________
(Please print name and address)
____________________________________
(Please insert Social Security or Tax Identification Number)
If the number of shares of Common Stock issuable upon this exercise shall not be
all of the shares of Common Stock which the undersigned is entitled to purchase
in accordance with the enclosed Warrant, the undersigned requests that a New
Warrant (as defined in the Warrant) evidencing the right to purchase the shares
of Common Stock not issuable pursuant to the exercise evidenced hereby be issued
in the name of and delivered to:
____________________________________
____________________________________
____________________________________
(Please print name and address)
Dated: Name of Warrant Holder:
____________________________________
(Print)
____________________________________
(By:)
____________________________________
(Name:)
____________________________________
(Title:)
____________________________________
Signature must conform in all respects
to name of Warrant Holder as specified
on the face of the Warrant
