NAVIDEC, INC.
REDEEMABLE COMMON STOCK PURCHASE WARRANT
No. Warrants
THIS CERTIFIES THAT, for value received _______________________ as
registered owner (the "Registered Owner") of this Redeemable Common Stock
Purchase Warrant (the "Warrant"), is entitled at any time commencing on
__________________, 199__ and before 5:00 p.m. Mountain Time on ____________,
2002 (the "Expiration Date"), which is the last day of the five-year period
commencing on the date the Registration Statement on Form SB-2 (No.
______________) was initially declared effective by the Securities and
Exchange Commission (the "Effective Date"), to subscribe for, purchase and
receive one fully paid and nonassessable share of common stock, no par value
(a "Warrant Share"), of NAVIDEC, Inc. (the "Company"), for each one Warrant
specified above, at the price of $____ per share (the "Exercise Price"), upon
presentation and surrender of this Warrant, together with payment of the
Exercise Price for the Warrant Shares to be purchased, to the Company at its
principal office or to the Company's warrant agent at the warrant agent's
principal office in the manner described in the Warrant Agreement (the
"Warrant Agreement") between the Company and American Securities Transfer &
Trust, Incorporated; provided, however, that upon the occurrence of any of
the events specified in such Warrant Agreement, the rights granted by this
Warrant shall be adjusted as specified therein. This Certificate and the
Warrant represented hereby are issued pursuant to and are subject in all
respects to the terms and conditions set forth in the Warrant Agreement.
Upon exercise of this Warrant, the form of Election to Purchase
hereinafter provided must be duly executed, the Exercise Price must be paid
in lawful money of the United States of America in cash, certified check,
bank draft or wire transfer and the instructions for the registration of the
Warrant Shares acquired by such exercise must be completed. If the rights
represented hereby shall not be exercised at or before 5:00 p.m., Mountain Time
on the Expiration Date, this Warrant shall become and be void without further
force or effect, and all rights represented hereby shall cease and expire.
Commencing one year from the Effective Date, the Company may, at its
option, redeem this Warrant in whole for a redemption price of $.05 per
Warrant, on 30 days' prior written notice to the Registered Owner; provided,
however, the right to redeem this Warrant may be exercised by the Company
only in the event (i) the closing bid price for the Company's Common Stock
equals or exceeds $________ for 20 consecutive trading days within the
thirty-day period immediately prior to such notice, and (ii) the Company has
a registration statement (or a post-effective amendment to an existing
registration statement) pertaining to the Warrant Shares effective with the
Securities and Exchange Commission, which registration statement would enable
the Registered Owner to exercise the Warrant. In the event the Company
exercises its right to redeem this Warrant, the Expiration Date will be
deemed to be, and this Warrant will be exercisable until the close of
business on, the date fixed for redemption in such notice. If this Warrant
has been called for redemption and is not exercised by such time, this
Warrant will cease to be exercisable and the Registered Owner hereof will be
entitled only to the redemption price.
Subject to the terms contained herein and in the Warrant Agreement, this
Warrant may be assigned or exercised by the Registered Owner in whole or in
part by execution by the Registered Owner of the form of Assignment or Election
to Purchase, as appropriate, appearing on the reverse side hereof. If the
assignment is in whole, the Company shall execute and deliver a new Warrant
or Warrants of like tenor to this Warrant to the appropriate assignee expressly
evidencing the right to purchase the aggregate number of Warrant Shares
purchasable hereunder; and if the assignment is in part, the Company shall
execute and deliver to the appropriate assignee a new Warrant or Warrants of
like tenor expressly evidencing the right to purchase the portion of the
aggregate number of Warrant Shares as shall be contemplated by any such
assignment, and shall concurrently execute and deliver to the Owner a new
Warrant of like tenor evidencing the right to purchase the remaining portion
of Warrant Shares purchasable hereunder which has not been transferred to the
assignee. In the event this Warrant is exercised in part only, the Company
shall cause to be delivered to the Registered Owner a new Warrant of like
tenor evidencing the right of the Registered Owner to purchase the number of
Warrant Shares purchasable hereunder as to which this Warrant has not been
exercised. No fractional shares will be issued upon exercise of this Warrant.
In no event shall this Warrant (or the Warrant Shares issuable upon full
or partial exercise hereof) be offered or sold except in conformity with all
applicable state and federal securities laws.
The Company and the Warrant Agent may deem and treat the Registered Owner
hereof as the absolute owner of this Warrant Certificate (notwithstanding any
notation of ownership or other writing hereon made by anyone) for all purposes
and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary. The Registered Owner of this Warrant, as such, shall not have
any rights of a shareholder of the Company, either at law or at equity, and the
rights of the Registered Owner, as such, are limited to those rights expressly
provided in this Warrant Certificate and in the Warrant Agreement. This
certificate is not valid unless countersigned by the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officers.
DATED: NAVIDEC, Inc.
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By:
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Xxxxx Xxxxxx, President
[SEAL]
By:
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Xxxxx X. Xxxxxxxxxxx, Secretary
COUNTERSIGNED:
AMERICAN SECURITIES TRANSFER & TRUST, INCORPORATED
Warrant Agent
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Authorized Officer
-2-
NAVIDEC, INC.
ELECTION TO PURCHASE
The undersigned hereby elects irrevocably to exercise the within Warrant
and to purchase _________________ shares of Common Stock of NAVIDEC, Inc. and
hereby makes payment of $_____________ (at the rate of $_____________ per share)
in payment of the Exercise Price pursuant hereto. Please issue the shares as to
which this Warrant is exercised in accordance with the instructions given below.
Dated: Signature:
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INSTRUCTIONS FOR REGISTRATION OF SHARES
Please insert Social Security or other identifying number of owner
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Name
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(Print in Block Letters)
Address
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ASSIGNMENT
FOR VALUE RECEIVED, _______________________________________ does hereby
sell, assign and transfer unto
Please insert Social Security or other identifying number of owner
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(Please Print or Typewrite Name and Address, Including Zip Code, of Assignee)
the right to purchase _________________________________ shares of Common Stock
of NAVIDEC, INC., evidenced by the within Warrant, and does hereby irrevocably
constitute and appoint ________________________________________________ Attorney
to transfer such right on the books of NAVIDEC, Inc., with full power of
substitution in the premises.
Dated: Signature:
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NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FRONT SIDE
HEREOF AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE
THE SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.
