Contract
Exhibit
3.1
THIS
WARRANT AND ANY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE
IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
OR
OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.
ULTITEK,
LTD.
VOID
AFTER 5:00 P.M. NEW YORK TIME, December 31, 2010
Issue
Date: January 2, 2006
1.
Basic
Terms.
This
Warrant Agreement (the “Warrant”) certifies that, for value received, the
registered holder specified below or its registered assigns (“Holder”), is the
owner of a warrant of Ultitek, Ltd., a Nevada
corporation having its principal place of business at 000
Xxxxxx Xxxxxx, Xxxxxxxxx Xxxxxx, Xxx Xxxxxx 00000 (the
“Corporation”), subject to adjustments as provided herein, to purchase up to
_________________ (___________________) shares of the Common Stock, $0.0001
par
value, of the Corporation (the “Common Stock”) from the Corporation at the price
per share shown below (the “Exercise Price”).
|
Holder:
________________
|
Exercise
Price:
$0.15
(fifteen cents)
|
Except
as
specifically provided otherwise, all references in this Warrant to the Exercise
Price and the number of shares of Common Stock purchasable hereunder shall
be to
the Exercise Price and number of shares after any adjustments are made thereto
pursuant to this Warrant.
2.
Corporation’s
Representations/Covenants.
The
Corporation represents and covenants that the shares of Common Stock issuable
upon the exercise of this Warrant shall at delivery be fully paid and
non-assessable and free from taxes, liens, encumbrances and charges with respect
to their purchase. The Corporation shall take any necessary actions to assure
that the par value per share of the Common Stock is at all times equal to or
less than the then current Exercise Price per share of Common Stock issuable
pursuant to this Warrant. The Corporation shall at all times reserve and hold
available sufficient shares of Common Stock to satisfy all conversion and
purchase rights of outstanding convertible securities, options and warrants
of
the Corporation, including this Warrant.
3.
Method
of Exercise; Fractional Shares.
This
Warrant is exercisable at the option of the Holder at any time by surrendering
this Warrant, on any business day during the period (the “Exercise Period”)
beginning the business day after the issue date of this Warrant specified above
and ending at 5:00 p.m. (New York time) Five (5) year(s) after the issue date.
This Warrant may not be exercised for fewer than 5,000 shares per exercise,
as
adjusted to reflect stock dividends, stock splits, and other comparable changes.
To exercise this Warrant, the Holder shall surrender this Warrant at the
principal office of the Corporation or that of the duly authorized and acting
transfer agent for its Common Stock, together with the executed exercise form
(substantially in the form of that attached hereto) and together with payment
for the Common Stock purchased under this Warrant. The principal office of
the
Corporation is located at the address specified on the signature page of this
Warrant; provided, however, that the Corporation may change its principal office
upon notice to the Holder. Payment shall be made by check payable to the order
of the Corporation or by wire transfer. This Warrant is not exercisable with
respect to a fraction of a share of Common Stock. In lieu of issuing a fraction
of a share remaining after exercise of this Warrant as to all full shares
covered by this Warrant, the Corporation shall either at its option (a) pay
for
the fractional share cash equal to the same fraction at the fair market price
for such share; or (b) issue scrip for the fraction in the registered or bearer
form which shall entitle the Holder to receive a certificate for a full share
of
Common Stock on surrender of scrip aggregating a full share.
4.
Protection
Against Dilution.
The
number of shares of Common Stock purchasable under this Warrant, and the
Exercise Price, shall be adjusted as set forth as follows. If at any time or
from time to time after the date of this Warrant, the Corporation:
| (i) |
takes
a record of the holders of its outstanding shares of Common Stock
for the
purposes of entitling them to receive a dividend payable in, or other
distribution of, Common Stock; or
|
| (ii) |
subdivides
its outstanding shares of Common Stock into a larger number of shares
of
Common Stock; or
|
| (iii) |
combines
its outstanding shares of Common Stock into a smaller number of shares
of
Common Stock;
|
then,
and
in each such case, the Exercise Price shall be adjusted to that price determined
by multiplying the Exercise Price in effect immediately prior to such event
by a
fraction (A) the numerator of which is the total number of outstanding shares
of
Common Stock immediately prior to such event and (B) the denominator of which
is
the total number of outstanding shares of Common Stock immediately after such
event.
Upon
each
adjustment in the Exercise Price under this Warrant such number of shares of
Common Stock purchasable under this Warrant shall be adjusted by multiplying
the
number of shares of Common Stock by a fraction, the numerator of which is the
Exercise Price immediately prior to such adjustment and the denominator of
which
is the Exercise Price in effect upon such adjustment.
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5.
Adjustment
for Reorganization, Consolidation, Merger, Etc.
(a)
During
the Exercise Period, the Corporation shall, prior to consummation of a
consolidation with or merger into another corporation, or conveyance of all
or
substantially all of its assets to any other corporation or corporations,
whether affiliated or unaffiliated (any such corporation being included within
the meaning of the term “successor corporation”), or agreement to so
consolidate, merge or convey assets, require the successor corporation to
assume, by written instrument delivered to the Holder, the obligation to issue
and deliver to such Holder such shares of stock, securities or property as,
in
accordance with the provisions of paragraph 5(b), the Holder shall be entitled
to purchase or receive.
(b)
In
the
case of any capital reorganization or reclassification of the Common Stock
of
the Corporation (or any other corporation the stock or other securities of
which
are at the time receivable on the exercise of this Warrant) during the Exercise
Period or in case, during the Exercise Period, the Corporation (or any such
other corporation) shall consolidate with or merge into another corporation
or
convey all or substantially all its assets to another corporation, the Holder,
upon exercise, at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu
of
the Common Stock of the Corporation (or such other corporation), the
proportionate share of all stock, securities or other property issued, paid
or
delivered for or on all of the Common Stock of the Corporation (or such other
corporation) as is allocable to the shares of Common Stock then called for
by
this Warrant as if the Holder had exercised the Warrant immediately prior
thereto, all subject to further adjustment as provided in paragraph 4 of this
Warrant.
6.
Notice
of Adjustment.
On the
happening of an event requiring an adjustment of the Exercise Price or the
shares purchasable under this Warrant, the Corporation shall immediately give
written notice to the Holder stating the adjusted Exercise Price and the
adjusted number and kind of securities or other property purchasable under
this
Warrant resulting from the event and setting forth in reasonable detail the
method of calculation and the facts upon which the calculation is
based.
7.
Dissolution,
Liquidation.
In case
of the voluntary or involuntary dissolution, liquidation or winding up of the
Corporation (other than in connection with a reorganization, consolidation,
merger, or other transaction covered by paragraph 5 above) is at any time
proposed; the Corporation shall give at least thirty days prior written notice
to the Holder. Such notice shall contain: (a) the date on which the transaction
is to take place; (b) the record date (which shall be at least thirty (30)
days
after the giving of the notice) as of which holders of Common Stock will be
entitled to receive distributions as a result of the transaction; (c) a brief
description of the transaction, (d) a brief description of the distributions
to
be made to holders of Common Stock as a result of the transaction; and (d)
an
estimate of the fair value of the distributions. On the date of the transaction,
if it actually occurs, this Warrant and all rights under this Warrant shall
terminate.
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8.
Rights
of Holder.
The
Corporation shall deliver to the Holder all notices and other information
provided to its holders of shares of Common Stock or other securities which
may
be issuable hereunder concurrently with the delivery of such information to
the
holders. This Warrant does not entitle the Holder to any voting rights or,
except for the foregoing notice provisions, any other rights as a shareholder
of
the Corporation. No dividends are payable or will accrue on this Warrant or
the
shares of Common Stock purchasable under this Warrant until, and except to
the
extent that, this Warrant is exercised. Upon the surrender of this Warrant
and
payment of the Exercise Price as provided above, the person or entity entitled
to receive the shares of Common Stock issuable upon such exercise shall be
treated for all purposes as the record holder of such shares as of the close
of
business on the date of the surrender of this Warrant for exercise as provided
above. Upon the exercise of this Warrant, the Holder shall have all of the
rights of a shareholder in the Corporation.
9.
Exchange
for Other Denominations.
This
Warrant is exchangeable, on its surrender by the Holder to the Corporation,
for
a new Warrant of like tenor and date representing in the aggregate the right
to
purchase the balance of the number of shares purchasable under this Warrant
in
denominations and subject to restrictions on transfer contained herein, in
the
names designated by the Holder at the time of surrender.
10.
Substitution.
Upon
receipt by the Corporation of evidence satisfactory (in the exercise of
reasonable discretion) to it of the ownership of and the loss, theft or
destruction or mutilation of the Warrant, and (in the case or loss, theft or
destruction) of indemnity satisfactory (in the exercise of reasonable
discretion) to it, and (in the case of mutilation) upon the surrender and
cancellation thereof, the Corporation will issue and deliver, in lieu thereof,
a
new Warrant of like tenor.
11.
Restrictions
on Transfer; Registration Rights.
Neither
this Warrant nor the shares of Common Stock issuable on exercise of this Warrant
have been registered under the Securities Act or any other securities laws
(the
“Acts”). Neither this Warrant nor the shares of Common Stock purchasable
hereunder may be sold, transferred, pledged or hypothecated in the absence
of
(a) an effective registration statement for this Warrant or Common Stock
purchasable hereunder, as applicable, under the Acts, or (b) an opinion of
counsel reasonably satisfactory to the Corporation that registration is not
required under such Acts. If the Holder seeks an opinion as to transfer without
registration from Holder’s counsel, the Corporation shall provide such factual
information to Holder’s counsel as Holder’s counsel reasonably requests for the
purpose of rendering such opinion. Each certificate evidencing shares of Common
Stock purchased hereunder will bear a legend describing the restrictions on
transfer contained in this paragraph unless, in the opinion of counsel
reasonably acceptable to the Corporation, the shares need no longer to be
subject to the transfer restrictions.
12.
Transfer.
Except
as otherwise provided in this Warrant, this Warrant is transferable only on
the
books of the Corporation by the Holder in person or by attorney, on surrender
of
this Warrant, properly endorsed.
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13.
Recognition
of Holder.
Prior
to due presentment for registration of transfer of this Warrant, the Corporation
shall treat the Holder as the person exclusively entitled to receive notices
and
otherwise to exercise rights under this Warrant. All notices required or
permitted to be given to the Holder shall be in writing and shall be given
by
first class mail, postage prepaid, addressed to the Holder at the address of
the
Holder appearing in the records of the Corporation.
14.
Payment
of Taxes.
The
Corporation shall pay all taxes and other governmental charges, other than
applicable income taxes, that may be imposed with respect to the issuance of
shares of Common Stock pursuant to the exercise of this Warrant.
15.
Headings.
The
headings in this Warrant are for purposes of convenience in reference only,
shall not be deemed to constitute a part of this Warrant and shall not affect
the meaning or construction of any of the provisions of this Warrant.
16.
Miscellaneous.
This
Warrant may not be changed, waived, discharged or terminated except by an
instrument in writing signed by the Corporation and the Holder. This Warrant
shall inure to the benefit of and shall be binding upon the successors and
assigns of the Corporation. Under no circumstances may this Warrant be assigned
by the Holder.
17.
Governing
Law.
This
Warrant shall be governed by and construed in accordance with the laws of the
State of New Jersey without giving effect to its principles governing conflicts
of law.
ULTITEK,
LTD.
By:
______________________________
Roman
Price
President
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ULTITEK,
LTD.
Form
of Transfer
(To
be
executed by the Holder to transfer the Warrant)
For
value
received the undersigned registered holder of the attached Warrant hereby sells,
assigns, and transfers the Warrant to the Assignee(s) named below:
|
Names
of Assignee
|
Address
|
Taxpayer
ID No.
|
Number
of shares subject
to transferred
Warrant
|
|||
The
undersigned registered holder further irrevocably
appoints ___________________________________ attorney (with full power of
substitution) to transfer this Warrant as aforesaid on the books of the
Corporation.
Date:______________________________
___________________________________
Signature
6
ULTITEK,
LTD.
Exercise
Form
(To
be
executed by the Holder to purchase
Common
Stock pursuant to the Warrant)
The
undersigned holder of the attached Warrant hereby: (1) irrevocably elects to
exercise purchase rights represented by such Warrant for, and to purchase
____________________ shares of Common Stock of Ultitek, Ltd., a Nevada
corporation, and encloses a check or has wired payment of $________________
therefore; (2) requests that a certificate for the shares be issued in the
name
of the undersigned; and (3) if such number of shares is not all of the shares
purchasable under this Warrant, that a new Warrant of like tenor for the balance
of the remaining shares purchasable under this Warrant be issued.
Date: ____________________,
200____
___________________
Signature
7
ULTITEK,
LTD.
Exercise
Form
(To
be
executed by the Holder to purchase
Common
Stock pursuant to the Warrant)
The
undersigned holder of the attached Warrant hereby: (1) irrevocably elects to
exercise purchase rights represented by such Warrant for, and to purchase,
____________________ shares of Common Stock of Ultitek, Ltd., a Nevada
corporation, and encloses a check or has wired payment of $_____________
therefore; (2) requests that a certificate for the shares be issued in the
name
of the undersigned; and (3) if such number of shares is not all of the shares
purchasable under this Warrant, that a new Warrant of like tenor for the balance
of the remaining shares purchasable under this Warrant be issued.
Date:
________ ____,
200___
______________________
Signature
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