NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS THEREUNDER AND IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
LEGEND MOTORS WORLDWIDE, INC.
WARRANT
-------
Warrant No. __ Date of Original Issuance
July ___, 2005
LEGEND MOTORS WORLDWIDE, INC., a Nevada corporation (the
"Company"), hereby certifies that, for value received,
_________________, or its registered assigns ("Holder"), is entitled,
subject to the terms set forth below, to purchase from the Company up
to a total of 1,000,000 shares of common stock, $.001 par value per
share (the "Common Stock"), of the Company (each such share, a
"Warrant Share" and all such shares, the "Warrant Shares") at an
exercise price per share equal to Four ($4.00) Dollars (as such
exercise price may be adjusted from time to time as provided in
Section 6, the "Exercise Price"), at any time and from time to time
from and after the date that is 120 days following the effectiveness
of the registration statement in which the shares underlying this
warrant are registered and through and including December 30, 2007
(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 Holder
hereof from time to time. The Company may deem and treat the
registered Holder of this Warrant as the absolute owner hereof for the
purpose of any exercise hereof or any distribution to the Holder, and
for all other purposes, and the Company shall not be affected by
notice to the contrary.
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2. Duration and Exercise of Warrants.
(a) This Warrant shall be exercisable by the
registered Holder on any business day before 5:00 P.M., Indianapolis,
Indiana time, at any time and from time to time on or after the date
that is 120 days following the effectiveness of the registration
statement in which the shares underlying this warrant are registered
to and including the Expiration Date the Expiration Date. At 5:00
P.M., Indianapolis, Indiana time on the Expiration Date, the portion
of this Warrant not exercised prior thereto shall be and become void
and of no value. Prior to the Expiration Date, the Company may not
call or otherwise redeem this Warrant.
(b) Upon surrender of this Warrant, with the Form of
Election to Purchase attached hereto duly completed and signed, to the
Company at its address for notice set forth in Section 12 and upon
payment of the Exercise Price multiplied by the number of Warrant
Shares that the Holder intends to purchase hereunder, in the manner
provided hereunder, all as specified by the Holder in the Form of
Election to Purchase, the Company shall promptly (but in no event
later than 5 business days after the Date of Exercise) issue or cause
to be issued and cause to be delivered to or upon the written order of
the Holder and in such name or names as the Holder may designate, a
certificate for the Warrant Shares issuable upon such exercise, free
of restrictive legends except (i) either in the event that a
registration statement covering the resale of the Warrant Shares and
naming the Holder as a selling stockholder thereunder is not then
effective or the Warrant Shares are not freely transferable without
volume restrictions pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended (the "Securities Act"), or (ii) if
this Warrant shall have been issued pursuant to a written agreement
between the original Holder and the Company, as required by such
agreement. The Company shall, upon request of the Holder, if
available, use its best efforts to deliver Warrant Shares hereunder
electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions.
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 holder hereof to be purchased.
(c) This Warrant shall be exercisable, either in its
entirety or, from time to time, for a portion of the number of Warrant
Shares. 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.
3. Piggyback Registration Rights. During the
Effectiveness Period (defined as from the date of the issuance of this
Warrant and ending seven hundred twenty (720) days from the date first
written above), the Company shall use its best efforts file and cause
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to be effective a registration statement in a form, as determined by
the Company, with the United States Securities and Exchange
Commission, which said registration statement shall include the
underling common shares which consititute the shares of the Warrant
Shares. The piggyback registration rights granted to the Holder
pursuant to this Section shall continue until all of the Holder's
Warrant Shares have been sold in accordance with an effective
registration statement or upon the Expiration Date. The Company will
pay all registration expenses in connection therewith.
4. Replacement of Warrant. If this Warrant is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be
issued in exchange and substitution for and upon cancellation hereof,
or in lieu of and substitution for this Warrant, a New Warrant, but
only upon receipt of evidence reasonably satisfactory to the Company
of such loss, theft or destruction and indemnity, if requested,
satisfactory to it. Applicants for a New Warrant under such
circumstances shall also comply with such other reasonable regulations
and procedures and pay such other reasonable charges as the Company
may prescribe.
5. Reservation of Warrant Shares. The Company covenants
that it will at all times reserve and keep available out of the
aggregate of its authorized but unissued Common Stock, solely for the
purpose of enabling it to issue Warrant Shares upon exercise of this
Warrant as herein provided, the number of Warrant Shares which are
then issuable and deliverable upon the exercise of this entire
Warrant, free from preemptive rights or any other actual contingent
purchase rights of persons other than the Holder (taking into account
the adjustments and restrictions of Section 8). The Company covenants
that all Warrant Shares that shall be so issuable and deliverable
shall, upon issuance and the payment of the applicable Exercise Price
in accordance with the terms hereof, be duly and validly authorized,
issued and fully paid and nonassessable.
6. Certain Adjustments. The Exercise Price and number of
Warrant Shares issuable upon exercise of this Warrant are subject to
adjustment from time to time as set forth in this Section 6. Upon
each such adjustment of the Exercise Price pursuant to this Section 6
(a)(b)(c) or (e), the Holder shall thereafter prior to the Expiration
Date be entitled to purchase, at the Exercise Price resulting from
such adjustment, the number of Warrant Shares obtained by multiplying
the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares issuable upon exercise of this Warrant
immediately prior to such adjustment and dividing the product thereof
by the Exercise Price resulting from such adjustment.
(a) In case of any reclassification of the Common
Stock or any compulsory share exchange pursuant to which the Common
Stock is converted into other securities, cash or property, then the
Holder shall have the right thereafter to exercise this Warrant only
into the shares of stock and other securities and property receivable
upon or deemed to be held by holders of Common Stock following such
reclassification or share exchange, and the Holder shall be entitled
upon such event to receive such amount of securities or property equal
to the amount of Warrant Shares such Holder would have been entitled
to had such Holder exercised this Warrant immediately prior to such
reclassification or share exchange. The terms of any such
reclassification or share exchange shall include such terms so as to
continue to give to the Holder the right to receive the securities or
property set forth in this Section 6.
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(b) For the purposes of this Section 6, the following
clauses shall also be applicable:
(i) Record Date. In case the Company shall take
a record of the holders of its Common Stock for the purpose of
entitling them (A) to receive a dividend or other distribution payable
in Common Stock or in securities convertible or exchangeable into
shares of Common Stock, or (B) to subscribe for or purchase Common
Stock or securities convertible or exchangeable into shares of Common
Stock, then such record date shall be deemed to be the date of the
issue or sale of the shares of Common Stock deemed to have been issued
or sold upon the declaration of such dividend or the making of such
other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.
(ii) Treasury Shares. The number of shares of
Common Stock outstanding at any given time shall not include shares
owned or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue or sale of
Common Stock.
7. Payment of Exercise Price. The Holder shall pay the
Exercise Price in cash by delivering immediately available funds.
8. Notices. Any and all notices or other communications
or deliveries hereunder shall be in writing and shall be deemed given
and effective on the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile telephone
number specified in this Section prior to 5:00 p.m. (Indianapolis,
Indiana time) on a business day. The addresses for such
communications shall be: (i) if to the Company, to 0000 Xxxxxxxx Xxxx
Xxxx, Xxxxxxxxx, Xxxxxxx 00000 (fax - 0-000-000-0000; attention Chief
Financial Officer, or (ii) if to the Holder, to the Holder at the
address or facsimile number appearing on the Warrant Register or such
other address or facsimile number as the Holder may provide to the
Company in accordance with this Section.
9. Warrant Agent. The Company shall serve as warrant
agent under this Warrant. Upon thirty (30) days' notice to the
Holder, the Company may appoint a new warrant agent. Any corporation
into which the Company or any new warrant agent may be merged or any
corporation resulting from any consolidation to which the Company or
any new warrant agent shall be a party or any corporation to which the
Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor
warrant agent under this Warrant without any further act. Any such
successor warrant agent shall promptly cause notice of its succession
as warrant agent to be mailed (by first class mail, postage prepaid)
to the Holder at the Holder's last address as shown on the Warrant
Register.
10. Miscellaneous.
(a) This Warrant shall be binding on and inure to the
benefit of the parties hereto and their respective successors and
assigns. This Warrant may be amended only in writing signed by the
Company and the Holder and their successors and assigns.
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(b) Subject to Section 10(a), above, nothing in this
Warrant shall be construed to give to any person or corporation other
than the Company and the Holder any legal or equitable right, remedy
or cause under this Warrant. This Warrant shall inure to the sole and
exclusive benefit of the Company and the Holder.
(c) All questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be
governed by and construed and enforced in accordance with the internal
laws of the State of Indiana, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal
proceedings concerning the interpretations, enforcement and defense of
the transactions contemplated by this Agreement (whether brought
against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the
state court sitting in the jurisdiction covering Westfield, Indiana
(the "Indiana Courts"). Each party hereto hereby irrevocably submits
to the exclusive jurisdiction of the Indiana Courts for the
adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein
(including with respect to the enforcement of this Agreement), and
hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to
the jurisdiction of any such court, or such Indiana Courts are
improper or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process
being served in any such suit, action or proceeding by mailing a copy
thereof via registered or certified mail or overnight delivery (with
evidence of delivery) to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. Each party hereto
(including its affiliates, agents, officers, directors and employees)
hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby. If either party shall commence an
action or proceeding to enforce any provisions of this Agreement, then
the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorneys fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such
action or proceeding.
(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 enforceability 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 reasonable
substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Warrant.
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(f) Waiver of a Jury Trial.
EACH PARTY HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO
A JURY TRAIL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY DISPUTES THAT MAY BE FILED
IN ANY COURT AND THAT RELATE TO THE SUBJECT MATER OF THIS
AGREEMENT, INCLUDING WITHOUT LIMITATION CONTRACT CLAIMS, TORT
CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND
STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT FOR EACH PARTYTO ENTER INTO A
BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH PARTY WILL
CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.
EACH PARTY(S) FURTHER WARRANTS AND REPRESENTS THAT IT HAS
REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY
HAS KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO A JURY TRIAL
FOLLOWING SUCH CONSULTATION. THIS WAIVER IS IRREVOCABLE, MEANING
THAT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IT MAY NOT
BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL
APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS AND SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT. IN THE EVENT OF LITIGATION,
THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY
THE COURT.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
duly executed by its authorized officer as of the date first
indicated above.
LEGEND MOTORS WORLDWIDE, INC.
By:_____________________________________
Name: _______________________
Title: Chief Executive Officer
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FORM OF ELECTION TO PURCHASE
(To be executed by the Holder to exercise the right to purchase shares
of Common Stock under the Warrant to which this form applies, issued
by LEGEND MOTORS WORLDWIDE, INC. (the "Company"))
To LEGEND MOTORS WORLDWIDE, 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, $.001 par value per
share (the "Common Stock") of the Company and, encloses herewith
$________ in cash, certified or official bank check or checks, which
sum represents the aggregate Exercise Price (as defined in the
Warrant) for the number of shares of Common Stock to which this Form
of Election to Purchase relates, together with any applicable taxes
payable by the undersigned pursuant to the Warrant.
By the delivery of this Form of Election to Purchase the
undersigned represents and warrants to the Company that it is an
accredited investor under Rule 501(a) of the Securities Act of 1933,
as amended, and that its share ownership of the Company's Common Stock
will not exceed the percentage ownership set forth in Section 10 of
the Warrant.
The undersigned requests that certificates for the shares of
Common Stock issuable upon this exercise be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
_______________________________
(Please print name and address)
______________________________________________________________________
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 Holder:
(Print)__________________
(By:)____________________
(Name:)
(Title:)
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
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FORM OF ASSIGNMENT
[To be completed and signed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto Xxxx Xxxxxxxx the right represented by the within
Warrant to purchase 1,000,000 shares of Common Stock of LEGEND
MOTORS WORLDWIDE, INC. to which the within Warrant relates and
appoints ________________ attorney to transfer said right on the books
of LEGEND MOTORS WORLDWIDE, INC. with full power of substitution in
the premises.
Dated:
_______________, ____
_______________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant)
_______________________________________
Address of Transferee
_______________________________________
_______________________________________
In the presence of:
__________________________
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(.continued)
(.continued)
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