WARRANT AGREEMENT
SUMMA METALS CORP, a Nevada corporation (the "Company"), and American Securities
Transfer & Trust, Inc. (AST), 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx
00000, a Colorado corporation
(Warrant Agent), agree as follows:
1. Purpose. The Company proposes to publicly offer and issue 510,000 units
(the "Units"), each Unit consisting of (i) one share of the Company's $.001 par
value common stock (the "Shares") and (ii) one A warrant permitting the purchase
of one Share (the "A Warrant"), and one B warrant permitting the purchase of one
Share, (the "B Warrant").
2. Warrants. Each A Warrant will entitle the registered holder (the
"Warrant Holder") to purchase from the Company one Share at $8.00 per Share.
Each B Warrant will entitle the Warrant Holder to purchase from the Company one
Share at $7.00 per Share. The price at which the Warrants may be exercised is
hereinafter referred to as the "Exercise Price." Any Warrant Holder may exercise
all or any number of Warrants resulting in the purchase of a whole number of
Shares.
3. Exercise Period. The A Warrants may be exercised at any time during the
period commencing __________, 199_ and ending at 3:00 p.m., Denver Colorado time
on __________, 199_ (the "A Warrant Expiration Date"). The B Warrants may be
exercised at any time during the period commencing , 199_ , and ending at 3:00
P.M. Denver Colorado time on __________, 2000 (the "B Warrant Expiration Date"),
except as changed by Section 12 of this Agreement. After each respective
Expiration Date, any unexercised Warrants will be void and all rights of Warrant
Holders shall cease.
4. Non-Detachability. A Warrant Certificate may not be detached from a
Share certificate contained in a Unit until after __________, 199_. Until such
time a Warrant Certificate may be split up, combined, exchanged or transferred
on the books of the Warrant Agent only together with a Share Certificate. After
__________, 199_, a Warrant Certificate may be split up, combined, exchanged or
transferred on the books of the Warrant Agent.
5. Certificates. The Warrant Certificates shall be in registered form only
and shall be substantially in the form set forth in Exhibit "A" attached to this
Agreement. Warrant Certificates shall be signed by, or shall bear the facsimile
signature of, the President or a Vice President of the Company and the Secretary
or an Assistant Secretary of the Company and shall bear a facsimile of the
Company's corporate seal. If any person, whose facsimile signature has been
placed upon any Warrant Certificate or the signature of an officer of the
Company, shall have ceased to be such officer before such Warrant Certificate is
countersigned, issued and delivered, such Warrant Certificate shall be
countersigned, issued and delivered with the same effect as if such person had
not ceased to be such officer. Any Warrant Certificate may be signed by, or made
to bear the facsimile signature of, any person who at the actual date of the
preparation of such Warrant Certificate shall be a proper officer of the
Company to sign such Warrant Certificate even though such person was not such an
officer upon the date of the Agreement.
6. Countersigning. Warrant Certificates shall be manually countersigned by
the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent hereby is authorized to countersign and deliver
to, or in accordance with the instructions of, any Warrant Holder any Warrant
Certificate which is properly issued.
7. Registration of Transfer and Exchanges. Subject to the provisions of
Section 4, the Warrant Agent shall from time to time register the transfer of
any outstanding Warrant Certificate upon records maintained by the Warrant Agent
for such purpose upon surrender of such Warrant Certificate to the Warrant Agent
for transfer, accompanied by appropriate instruments of transfer in form
satisfactory to the Company and the Warrant Agent and duly executed by the
Warrant Holder or a duly authorized attorney. Upon any such registration of
transfer, a new Warrant Certificate shall be issued in the name of and to the
transferee and the surrendered Warrant Certificate shall be canceled.
8. Exercise of Warrants.
a. Any one Warrant or any multiple of one Warrant evidenced by any
Warrant Certificate may be exercised upon any single occasion on or
after the Exercise Date, and on or before the Expiration Date. A
Warrant shall be exercised by the Warrant Holder by surrendering to the
Warrant Agent the Warrant Certificate evidencing such Warrant with the
exercise form on the reverse of such Warrant Certificate duly completed
and executed and delivering to the Warrant Agent, by good check or bank
draft payable to the order of the Company, the Exercise Price for each
Share to be purchased.
b. Upon receipt of a Warrant Certificate with the exercise form thereon
duly executed together with payment in full of the Exercise Price for
the Shares for which Warrants are then being exercised, the Warrant
Agent shall requisition from any transfer agent for the Shares, and
upon receipt shall make delivery of, certificates evidencing the total
number of whole Shares for which Warrants are then being exercised in
such names and denominations as are required for delivery to, or in
accordance with the instructions of, the Warrant Holder. Such
certificates for the Shares shall be deemed to be issued, and the
person whom such Shares are issued of record shall be deemed to have
become a holder of record of such Shares, as of the date of the
surrender of such Warrant Certificate and payment of the Exercise
Price, whichever shall last occur, provided that if the books of the
Company with respect to the Shares shall be deemed to be issued, and
the person to whom such Shares are issued of record shall be deemed to
have become a record holder of such Shares, as of the date on which
such books shall next be open (whether before, on or after the
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Expiration Date) but at the Exercise Price, whichever shall have last
occurred, to the Warrant Agent.
c. If less than all the Warrants evidenced by a Warrant Certificate are
exercised upon a single occasion, a new Warrant Certificate for the
balance of the Warrants not so exercised shall be issued and delivered
to, or in accordance with, transfer instructions properly given by the
Warrant Holder until the Expiration Date.
d. All Warrant Certificates surrendered upon exercise of the Warrants
shall be canceled.
e. Upon the exercise, or conversion of any Warrant, the Warrant Agent
shall promptly deposit the payment into an escrow account established
by mutual agreement of the Company and the Warrant Agent at a federally
insured commercial bank. All funds deposited in the escrow account will
be disbursed on a weekly basis to the Company once they have been
determined by the Warrant Agent to be collected funds. Once the funds
are determined to be collected, the Warrant Agent shall cause the share
certificate(s) representing the exercised Warrants to be issued.
f. Expenses incurred by American Securities Transfer & Trust, Inc.
while acting in the capacity as Warrant Agent will be paid by the
Company. These expenses, including delivery of exercised share
certificate to the shareholder, will be deducted from the exercise fee
submitted prior to distribution of funds to the Company. A detailed
accounting statement relating to the number of shares exercised, names
of registered Warrant Holder(s) and the net amount of exercised funds
remitted will be given to the Company with the payment of each exercise
amount.
g. At the time of exercise of the Warrant(s), the transfer fee is to be
paid by the Company. In the event the shareholder must pay the fee and
fails to remit same, the fee will be deducted from the proceeds prior
to distribution to the Company.
9. Taxes. The Company will pay all taxes attributable to the initial
issuance of Shares upon exercise of Warrants. The Company shall not, however, be
required to pay any tax which may be payable in respect to any transfer involved
in any issue of Warrant Certificates or in the issue of any certificates of
Shares in the name other than that of the Warrant Holder upon the exercise of
any Warrant.
10. Mutilated or Missing Warrant Certificates. On receipt by the Company
and the Warrant Agent of evidence satisfactory as to the ownership of and the
loss, theft, destruction or mutilation of any Warrant Certificate, the Company
shall execute and the Warrant Agent shall countersign and deliver in lieu
thereof, a new Warrant Certificate representing an equal aggregate number of
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Warrants. In the case of loss, theft or destruction of any Warrant
Certificate, the Registered Owner requesting issuance of a new Warrant
Certificate shall be required to secure an indemnity bond from an approved
surety bonding company. In the event a Warrant Certificate is mutilated, such
Certificate shall be surrendered and canceled by the Warrant Agent prior to
delivery of a new Warrant Certificate. Applicants for a substitute Warrant
Certificate shall also comply with such other regulations and pay such other
reasonable charges as the Warrant Agent may prescribe.
11. Reservation of Shares. For the purpose of enabling the Company to
satisfy all obligations to issue Shares upon exercise of Warrants, the Company
will at all times reserve and keep available free from preemptive rights, out of
the aggregate of its authorized but unissued shares, the full number of Shares
which may be issued upon the exercise of the Warrants, which will upon issue be
fully paid and nonassessable by the Company and free from all taxes, liens,
charges and security interests with respect to the issue thereof.
12. Governmental Restrictions. If any Shares issuable upon the exercise of
Warrants require registration or approval of any governmental authority, the
Company will endeavor to secure such registration or approval; provided that in
no event shall such Shares be issued, and the Company shall have the authority
to suspend the exercise of all Warrants, until such registration or approval
shall have been obtained; but all Warrants, the exercise of which is requested
during any such suspension, shall be exercisable at the Exercise Price. If any
such period of suspension continues past the Expiration Date, all Warrants, the
exercise of which have been requested on or prior to the Expiration Date, shall
be exercisable upon the removal of such suspension until the close of business
on the business day immediately following the expiration of such suspension.
13. Adjustments. If prior to the exercise of any Warrants, the Company
shall have effected one or more stock split-ups, stock dividends or other
increases or reductions of the number of shares of its $.001 par value common
stock outstanding without receiving compensation therefore in money, services or
property, the number of shares of common stock subject to the Warrant granted
shall, (i) if a net increase shall have been effected in the number of
outstanding shares of the Company's common stock, be proportionately increased,
and the cash consideration payable per share shall be proportionately reduced,
and, (ii) if a net reduction shall have been effected in the number of
outstanding shares of the Company's common stock, be proportionately reduced and
the cash consideration payable per share be proportionately increased.
14. Notice to Warrant Holders. Upon any adjustment as described in Section
13, the Company within 20 days thereafter shall (i) cause to be filed with the
Warrant Agent a certificate signed by a Company officer setting forth the
details of such adjustment, the method of calculation and the facts upon which
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such calculation is based, which certificate shall be conclusive evidence
of the correctness of the matters set forth therein, and (ii) cause written
notice of such adjustments to be given to each Warrant Holder as of the record
date applicable to such adjustment. Also, if the Company proposes to enter into
any reorganization, reclassification, sale of substantially all of its assets,
consolidation, merger, dissolution, liquidation or winding up, the Company shall
give notice of such fact at least 20 days prior to such action to all Warrant
Holders which notice shall set forth such facts as indicate the effect of such
action (to the extent such effect may be known at the date of such notice) on
the Exercise Price and the kind and amount of the shares or other securities and
property deliverable upon exercise of the Warrants. Without limiting the
obligation of the Company hereunder to provide notice to each Warrant Holder,
failure of the Company to give notice shall not invalidate any corporate action
taken by the Company.
15. No Fractional Warrants or Shares. The Company shall not be required to
issue fractions of Warrants upon the reissue of Warrants, any adjustments as
described in Section 13 or otherwise; but the Company in lieu of issuing any
such fractional interest, shall round up or down to the nearest full Warrant. If
the total Warrants surrendered by exercise would result in the issuance of a
fractional share, the Company shall not be required to issue a fractional share
but rather the aggregate number of shares issuable will be rounded up or down to
the nearest full share.
16. Rights of Warrant Holders. No Warrant Holder, as such, shall have any
rights of a shareholder of the Company, either at law or equity, and the rights
of the Warrant Holders, as such, are limited to those rights expressly provided
in this Agreement or in the Warrant Certificates. The Company and the Warrant
Agent may treat the registered Warrant Holder in respect of any Warrant
Certificates as the absolute owner thereof for all purposes notwithstanding any
notice to the contrary.
17. Warrant Agent. The Company hereby appoints the Warrant Agent to act as
the agent of the Company and the Warrant Agent hereby accepts such appointment
upon the following terms and conditions by all of which the Company and every
Warrant Holder, by acceptance of his Warrants, shall be bound:
a. Statements contained in this Agreement and in the Warrant
Certificates shall be taken as statements of the Company. The Warrant
Agent assumes no responsibility for the correctness of any of the same
except such as describes the Warrant Agent or for action taken or to be
taken by the Warrant Agent.
b. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the Company's covenants contained in this
Agreement or in the Warrant Certificates.
c. The Warrant Agent may consult at any time with counsel satisfactory
to it (who may be counsel for the Company) and
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the Warrant Agent shall incur no liability or responsibility to the
Company or to any Warrant Holder in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance
with the opinion or the advice of such counsel, provided the Warrant
Agent shall have exercised reasonable care in the selection and
continued employment of such counsel.
d. The Warrant Agent shall incur no liability or responsibility to the
Company or to any Warrant Holder for any action taken in reliance upon
any notice, resolution, waiver, consent, order, certificate or other
paper, document or instrument believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.
e. The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the
execution of this Agreement, to reimburse the Warrant Agent for all
expenses, taxes and governmental charges and all other charges of any
kind or nature incurred by the Warrant Agent in the execution of this
Agreement and to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and counsel
fees, for this Agreement except as a result of the Warrant Agent's
negligence or bad faith.
f. The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to
involve expense unless the Company or one or more Warrant Holders shall
furnish the Warrant Agent with reasonable security and indemnity for
any costs and expenses which may be incurred in connection with such
action, suit or legal proceeding, but this provision shall not affect
the power of the Warrant Agent to take such action as the Warrant Agent
may consider proper, whether with or without any such security or
indemnity. All rights of action under this Agreement or under any of
the Warrants may be enforced by the Warrant Agent without the
possession of any of the Warrant Certificates or the production thereof
at any trial or other proceeding relative thereto, and any such action,
suit or proceeding instituted by the Warrant Agent shall be brought in
its name as Warrant Agent, and any recovery of judgement shall be for
the ratable benefit of the Warrant Holders as their respective rights
or interest may appear.
g. The Warrant Agent and any shareholder, director, officer or employee
of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as
though it were not Warrant Agent under this Agreement. Nothing herein
shall preclude the Warrant Agent from acting in any other capacity for
the Company or for any other legal entity.
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18. Successor Warrant Agent. Any corporation into which the Warrant Agent
may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Warrant Agent shall be a party, or any corporation succeeding to the corporate
trust business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act of a
party or the parties hereto. In any such event or if the name of the Warrant
Agent is changed, the Warrant Agent or such successor may adopt the
countersignature of the original Warrant Agent and may countersign such Warrant
Certificates either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent.
19. Change of Warrant Agent. The Warrant Agent may resign or be discharged
by the Company from its duties under this Agreement by the Warrant Agent or the
Company, as the case may be, giving notice in writing to the other, and by
giving a date when such resignation or discharge shall take effect, which notice
shall be sent at least 30 days prior to the date so specified. If the Warrant
Agent shall resign, be discharged or shall otherwise become incapable of acting,
the Company shall appoint a successor to the Warrant Agent. If the Company shall
fail to make such appointment within a period of 30 days after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by any Warrant Holder or after discharging the
Warrant Agent, then any Warrant Holder may apply to the District Court for
Denver County, Colorado, for the appointment of a successor to the Warrant
Agent. Pending appointment of a successor to the Warrant Agent, either by the
Company or by such Court, the duties of the Warrant Agent shall be carried out
by the Company. Any successor Warrant Agent, whether appointed by the Company or
by such Court, shall be a bank or a trust company, in good standing, organized
under the laws of the State of Colorado or of the United States of America,
having its principal office in Denver, Colorado and having at the time of its
appointment as Warrant Agent, a combined capital and surplus of at least four
million dollars. After appointment, the successor Warrant Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed and the former
Warrant Agent shall deliver and transfer to the successor Warrant Agent any
property at the time held by it thereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for effecting the delivery or
transfer. Failure to give any notice provided for in the section, however, or
any defect therein, shall not affect the legality or validity of the resignation
or removal of the Warrant Agent or the appointment of the successor Warrant
Agent, as the case may be.
20. Notices. Any notice or demand authorized by this Agreement to be given
or made by the Warrant Agent or by any Warrant Holder to or on the Company shall
be sufficiently given or made if sent by mail, first class, certified or
registered, postage prepaid, addressed (until another address is filed in
writing by the Company with the Warrant Agent), as follows:
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Summa Metals Corp.
00000 Xxxxx Xxxxxx Xxxxxxx, Xxx 000
Xxxxxx Xxxxxx, Xx, 00000-0000
Any notice or demand authorized by this Agreement to be given or made
by any Warrant Holder or by the Company to or on the Warrant Agent
shall be sufficiently given or made if sent by mail, first class,
certified or registered, postage prepaid, addressed (until another
address is filed in writing by the Warrant Agent with the Company), as
follows:
American Securities Transfer & Trust, Inc.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxx, XX 00000-0000
Any distribution, notice or demand required or authorized by this
Agreement to be given or made by the Company or the Warrant Agent to or
on the Warrant Holders shall be sufficiently given or made if sent by
mail, first class, certified or registered, postage prepaid, addressed
to the Warrant Holders at their last known addresses as they shall
appear on the registration books for the Warrant Certificates
maintained by the Warrant Agent.
21. Supplements and Amendments. The Company and the Warrant Agent may from
time to time supplement or amend this Agreement without the approval of any
Warrant Holders in order to cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein, or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable.
22. Successors. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to the
benefit of their respective successors and assigns hereunder.
23. Termination. This Agreement shall terminate at the close of business on
the Expiration Date or such earlier date upon which all Warrants have been
exercised; provided, however, that if exercise of the Warrants is suspended
pursuant to Section 12 and such suspension continues past the Expiration Date,
this Agreement shall terminate at the close of business on the business day
immediately following expiration of such suspension. The provisions of Section
17 shall survive such termination.
24. Governing Law. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
Colorado and for all purposes shall be construed in accordance with the laws of
said State.
25. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give any person or corporation other than the
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Company, the Warrant Agent and the Warrant Holders any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Warrant Agent and the Warrant Holders.
26. Counterparts. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be
an original and all such counterparts shall together constitute but one and the
same instrument.
Date: September , 1998
Summa Metals Corp.
a Nevada corporation
By:_______________________
SEAL
ATTEST:
___________________________
Secretary:
American Securities Transfer & Trust, Inc.
a Colorado corporation
By:__________________________________
Vice President
SEAL
ATTEST:
____________________________
Secretary:
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EXHIBIT A
UNIT NUMBER UNIT CERTIFICATE UNITS
------------ EACH UNIT CONSISTS OF ONE SHARE OF COMMON STOCK AND -----------
| | ONE A COMMON STOCK PURCHASE WARRANT AND | |
| | ONE B COMMON STOCK PURCHASE WARRANT | |
------------ -----------
SUMMA METALS, CORP.
Incorporated under the Laws of the State of Nevada
THIS CERTIFIES that, for value received CUSIP ______________
See reverse side for certain definitions
or registered assignor (the "Registered Holder"), is the owner of the number of
units (the "Units") specified above, each of which consists of one (1) share of
Common Stock, no par value per share (the "Common Stock"), of Summa Metals,
Corp., a Nevada corporation (the "Company"), and one (1) A Common Stock Purchase
Warrant and one (1) B Common Stock Purchase Warrant (each, "Warrant" or,
collectively, the "Warrants"). The Common Stock and Warrants included in the
Units will not be separately transferable until 90 days after the date of the
prospectus or such earlier date as the Company may determine. The Warrants are
issued pursuant to and are subject in all respects to the terms and conditions
set forth in the Warrant Agreement (the "Warrant Agreement"), dated ________,
1998 by and between the Company and American Securities Transfer & Trust, Inc.,
the Warrant Agent and the Transfer Agent and Registrar. The Warrant Agreement
provides, among other things, for adjustments to the Purchase Price, as that
term is hereinafter defined, and the number of shares of Common Stock which may
be purchased upon exercise of the Warrants under certain circumstances. Each
Warrant entitles the Registered Holder to purchase one (1) fully paid and
nonassessable share of Common Stock at a price of $________ (The "Purchase
Price") until _________, 2003. Warrants are not immediately exercisable and can
not be transferred separately from the shares until ____________, 1999.
The Company will determine the date (the "Separation Date") on which to
separate the Common Stock and Warrants included in the Units. Commencing on the
Separation Date, the Registered Holder is entitled to exchange this Unit
Certificate for separate certificates representing the number of shares of
Common Stock and the Warrants comprising the Units represented by this Unit
Certificate upon surrender of this Unit Certificate to the Transfer Agent and
Registrar at the office of the Transfer Agent and Registrar, together with any
documentation required by the Transfer Agent and Registrar. This Unit
Certificate is exchangeable upon surrender hereof by the Registered Holder to
the Transfer Agent and Registrar for a new Certificate(s) of like tenor
representing an equal aggregate number of Units. Each of such new Unit
Certificates shall represent the number of Units as shall be designated by such
Registered Holder at the time of such surrender. This Unit Certificate shall be
transferable at the office of the Transfer Agent and Registrar by the Registered
Holder in person or by attorney duly authorized in writing upon surrender of
this Unit Certificate. Upon due presentment and payment of any tax or other
charge imposed in connection therewith or incidental thereto for registration of
transfer of this Unit Certificate at such office, a new Unit Certificate(s)
representing an equal aggregate number of Units will be issued to the transferee
in exchange for this Unit Certificate.
Prior to due presentment for registration of transfer hereof, the Company
and the Transfer Agent and Registrar may deem and treat the Registered Holder as
the absolute owner hereof and of each Unit represented hereby (notwithstanding
any notations of ownership or writing hereof made by anyone other than a duly
authorized officer of the Company or the Transfer Agent and Registrar) for all
purposes and shall not be affected by any notice to the contrary.
Notwithstanding anything herein or in the Warrant Agreement to the
contrary, the Warrants shall not be exercisable with respect to the purchase of
any securities (a) unless a registration statement under the Securities Act of
1933, as amended, with respect to such securities is then current and effective
or an exemption from the registration provisions thereof is available and (b) by
any person residing or domiciled in any state or other jurisdiction where
registration or qualification of such securities is required in the absence of
such registration or qualification.
A full statement of the designations, relative rights, preferences, and
limitations applicable to each class of shares or different series within a
class which the Company is authorized to issue and the variations in rights,
preferences, and limitations determined for each series (and the authority of
the Board of Directors to determine variations for future series) will be
furnished to shareholders upon request and without charge by the Company.
This Unit Certificate shall be governed by and construed in accordance with
the laws of the State of Georgia without giving affect to conflicts of laws.
This Unit Certificate is not valid unless countersigned by the Transfer
Agent and Registrar of the Company. WITNESS the facsimile signatures of the
officers of the Company and its corporate seal.
SUMMA METALS. CORP.
Dated:
By:
Secretary
By:
President
(SUMMA METALS CORPORATE SEAL)
SUMMA METALS, CORP.
TRANSFER FEE: $20.00 PER NEW CERTIFICATE ISSUED
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written in full
according to applicable laws or regulations:
TEN COM _as tenants in common UNIF GIFT MIN ACT_....Custodian......
TEN ENT _as tenants by the entireties (Cust) (Minor)
JT TEN _as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act .........................
in common (State)
Additional abbreviations may also be used though not in the above list.
STOCK AND WARRANTS EXCHANGE FORM
(To Be Executed by the Registered Holder to exercise the rights to exchange this
Unit Certificate for that number of shares of Common Stock and Warrants
evidenced by the Unit Certificate).
The undersigned hereby irrevocably tenders this Unit Certificate in
exchange for ________________ Shares of the Common Stock and Warrants of Summa
Metals, Corp. pursuant to and in accordance with the terms and conditions of
this Unit and requests that certificates be issued in the names of and in the
denomination as follows:
________________________________________________________________________________
________________________________________________________________________________
and be delivered to ____________________________________________________________
at the address set forth below and if such number of Shares and Warrants shall
not be all of the Shares and Warrants to which the holder is entitled to
hereunder, that Certificate(s) of like tenor for the balance of the remaining
Shares and Warrants to which the holder is entitled to hereunder be delivered to
the undersigned at the address set forth below.
Dated:_________________________________ Signature:______________________________
Address:_______________________________ Signature Guaranteed:___________________
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
_____________________________
Please refer to Signature and Signature Guarantee Information Below
ASSIGNMENT
(To be Executed by the Registered Holder
in Order to Assign Units)
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
_____________________________
FOR VALUE RECEIVED,_______________________________________________ hereby sells,
assigns and transfers unto______________________________________________________
________________________________________________________________________________
(Please Print Name and Address Including Zip Code)
__________________________________________________
(Insert Number of Units)
of the Units represented by this Unit Certificate, and hereby irrevocably
constitutes and appoints _______________________________________________________
________________________________________________________________________________
Attorney to transfer this Unit Certificate on the books of the Company, with
full power of substitution in the premises.
Dated: _______________________ Signature X ____________________________________
Signature(s) Guaranteed: X ____________________________________
______________________________________
The signature to the exchange or the assignment must correspond to the name as
written upon the face of this Unit Certificate in every particular, without
alteration or enlargement or any change whatsoever and must 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. ??
