EXHIBIT 4.2
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED. THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO AMERICAN WATER STAR, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.
Right to Purchase _________ shares of
Common Stock of American Water Star,
Inc. (subject to adjustment as
provided herein)
COMMON STOCK PURCHASE WARRANT
No. 2004-FEB-001 Issue Date: February ___, 2004
AMERICAN WATER STAR, INC., a corporation organized under the
laws of the State of Nevada (the "Company"), hereby certifies
that, for value received, _________________________
________________________________________, or its assigns (the
"Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company at any time after the Issue Date up to
5:00 p.m., E.S.T on February ____, 2009 (the "Expiration Date"),
up to __________ fully paid and nonassessable shares of the
common stock of the Company (the "Common Stock"), $.0001 par
value per share at a per share purchase price of $1.65. The
aforedescribed purchase price per share, as adjusted from time to
time as herein provided, is referred to herein as the "Purchase
Price." The number and character of such shares of Common Stock
and the Purchase Price are subject to adjustment as provided
herein. The Company may reduce the Purchase Price without the
consent of the Holder. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain
Subscription Agreement (the "Purchase Agreement"), dated February
____, 2004, entered into by the Company and the Holder.
As used herein the following terms, unless the context
otherwise requires, have the following respective meanings:
(a) The term "Company" shall include American Water Star,
Inc. and any corporation which shall succeed or assume the
obligations of American Water Star, Inc. hereunder.
(b) The term "Common Stock" includes (a) the Company's
Common Stock, $.0001 par value per share, as authorized on the
date of the Purchase Agreement, and (b) any other securities into
which or for which any of the securities described in (a) may be
converted or exchanged pursuant to a plan of recapitalization,
reorganization, merger, sale of assets or otherwise.
(c) The term "Other Securities" refers to any stock (other
than Common Stock) and other securities of the Company or any
other person (corporate or otherwise) which the holder of the
Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in
addition to Common Stock, or which at any time shall be issuable
or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities pursuant to Section 4 or
otherwise.
1. Exercise of Warrant.
1.1. Number of Shares Issuable upon Exercise. From and
after the Issue Date through and including the Expiration Date,
the Holder hereof shall be entitled to receive, upon exercise of
this Warrant in whole in accordance with the terms of
subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Common Stock of the
Company, subject to adjustment pursuant to Section 4.
1.2. Full Exercise. This Warrant may be exercised in
full by the Holder hereof by delivery of an original or facsimile
copy of the form of subscription attached as Exhibit A hereto
(the "Subscription Form") duly executed by such Holder and
surrender of the original Warrant within seven (7) days of
exercise, to the Company at its principal office or at the office
of its Warrant Agent (as provided hereinafter), accompanied by
payment, in cash, wire transfer or by certified or official bank
check payable to the order of the Company, in the amount obtained
by multiplying the number of shares of Common Stock for which
this Warrant is then exercisable by the Purchase Price then in
effect.
1.3. Partial Exercise. This Warrant may be exercised
in part (but not for a fractional share) by surrender of this
Warrant in the manner and at the place provided in subsection 1.2
except that the amount payable by the Holder on such partial
exercise shall be the amount obtained by multiplying (a) the
number of whole shares of Common Stock designated by the Holder
in the Subscription Form by (b) the Purchase Price then in
effect. On any such partial exercise, the Company, at its
expense, will forthwith issue and deliver to or upon the order of
the Holder hereof a new Warrant of like tenor, in the name of the
Holder hereof or as such Holder (upon payment by such Holder of
any applicable transfer taxes) may request, the whole number of
shares of Common Stock for which such Warrant may still be
exercised.
1.4. Fair Market Value. Fair Market Value of a share of
Common Stock as of a particular date (the "Determination Date")
shall mean:
(a) If the Company's Common Stock is traded on an
exchange or is quoted on the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ"), National Market
System, the NASDAQ SmallCap Market or the American Stock
Exchange, LLC, then the closing or last sale price, respectively,
reported for the last business day immediately preceding the
Determination Date;
(b) If the Company's Common Stock is not traded
on an exchange or on the NASDAQ National Market System, the
NASDAQ SmallCap Market or the American Stock Exchange, Inc., but
is traded in the over-the-counter market, then the average of the
closing bid and ask prices reported for the last business day
immediately preceding the Determination Date;
(c) Except as provided in clause (d) below, if
the Company's Common Stock is not publicly traded, then as the
Holder and the Company agree, or in the absence of such an
agreement, by arbitration in accordance with the rules then
standing of the American Arbitration Association, before a single
arbitrator to be chosen from a panel of persons qualified by
education and training to pass on the matter to be decided; or
(d) If the Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed to be
a liquidation, dissolution or winding up pursuant to the
Company's charter, then all amounts to be payable per share to
holders of the Common Stock pursuant to the charter in the event
of such liquidation, dissolution or winding up, plus all other
amounts to be payable per share in respect of the Common Stock in
liquidation under the charter, assuming for the purposes of this
clause (d) that all of the shares of Common Stock then issuable
upon exercise of all of the Warrants are outstanding at the
Determination Date.
1.5. Company Acknowledgment. The Company will, at the
time of the exercise of the Warrant, upon the request of the
Holder hereof acknowledge in writing its continuing obligation to
afford to such Holder any rights to which such Holder shall
continue to be entitled after such exercise in accordance with
the provisions of this Warrant. If the Holder shall fail to make
any such request, such failure shall not affect the continuing
obligation of the Company to afford to such Holder any such
rights.
1.6. Trustee for Warrant Holders. In the event that a
bank or trust company shall have been appointed as trustee for
the Holder of the Warrants pursuant to Subsection 3.2, such bank
or trust company shall have all the powers and duties of a
warrant agent (as hereinafter described) and shall accept, in its
own name for the account of the Company or such successor person
as may be entitled thereto, all amounts otherwise payable to the
Company or such successor, as the case may be, on exercise of
this Warrant pursuant to this Section 1.
1.7 Delivery of Stock Certificates, etc. on Exercise.
The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the
Holder hereof as the record owner of such shares as of the close
of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as aforesaid. As
soon as practicable after the exercise of this Warrant in full or
in part, and in any event within five (5) days thereafter, the
Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of
and delivered to the Holder hereof, or as such Holder (upon
payment by such Holder of any applicable transfer taxes) may
direct in compliance with applicable securities laws, a
certificate or certificates for the number of duly and validly
issued, fully paid and nonassessable shares of Common Stock (or
Other Securities) to which such Holder shall be entitled on such
exercise, plus, in lieu of any fractional share to which such
Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then Fair Market Value of one full share of
Common Stock, together with any other stock or other securities
and property (including cash, where applicable) to which such
Holder is entitled upon such exercise pursuant to Section 1 or
otherwise.
2. Cashless Exercise.
(a) If a Registration Statement as defined in the
Purchase Agreement ("Registration Statement") is effective and
the Holder may sell its shares of Common Stock upon exercise
hereof, this Warrant may be exercisable in whole or in part for
cash only as set forth in Section 1 above. If no such
Registration Statement is available, payment upon exercise may be
made at the option of the Holder either in (i) cash, wire
transfer or by certified or official bank check payable to the
order of the Company equal to the applicable aggregate Purchase
Price, (ii) by delivery of Common Stock issuable upon exercise of
the Warrants in accordance with Section (b) below or (iii) by a
combination of any of the foregoing methods, for the number of
Common Stock specified in such form (as such exercise number
shall be adjusted to reflect any adjustment in the total number
of shares of Common Stock issuable to the holder per the terms of
this Warrant) and the holder shall thereupon be entitled to
receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities)
determined as provided herein.
(b) Notwithstanding any provisions herein to the
contrary, if the Fair Market Value of one share of Common Stock
is greater than the Purchase Price (at the date of calculation as
set forth below), in lieu of exercising this Warrant for cash,
the holder may elect to receive shares equal to the value (as
determined below) of this Warrant (or the portion thereof being
cancelled) by surrender of this Warrant at the principal office
of the Company together with the properly endorsed Subscription
Form in which event the Company shall issue to the holder a
number of shares of Common Stock computed using the following
formula:
X=Y (A-B)
-----
A
Where X= the number of shares of Common Stock to
be issued to the holder
Y= the number of shares of Common Stock
purchasable under the Warrant or, if only a
portion of the Warrant is being exercised,
the portion of the Warrant being exercised
(at the date of such calculation)
A= the Fair Market Value of one share of the
Company's Common Stock (at the date of such
calculation)
B= Purchase Price (as adjusted to the date of
such calculation)
(c) The Holder may employ the cashless exercise feature
described above only during the pendency of a Non-Registration
Event as described in Section 11.4 of the Subscription Agreement.
3. Adjustment for Reorganization, Consolidation, Merger,
etc.
3.1. Reorganization, Consolidation, Merger, etc. In
case at any time or from time to time, the Company shall
(a) effect a reorganization, (b) consolidate with or merge into
any other person or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or
arrangement contemplating the dissolution of the Company, then,
in each such case, as a condition to the consummation of such a
transaction, proper and adequate provision shall be made by the
Company whereby the Holder of this Warrant, on the exercise
hereof as provided in Section 1, at any time after the
consummation of such reorganization, consolidation or merger or
the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities)
issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled
upon such consummation or in connection with such dissolution, as
the case may be, if such Holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment
thereafter as provided in Section 4.
3.2. Dissolution. In the event of any dissolution of
the Company following the transfer of all or substantially all of
its properties or assets, the Company, prior to such dissolution,
shall at its expense deliver or cause to be delivered the stock
and other securities and property (including cash, where
applicable) receivable by the Holder of the Warrants after the
effective date of such dissolution pursuant to this Section 3 to
a bank or trust company (a "Trustee") having its principal office
in New York, NY, as trustee for the Holder of the Warrants.
3.3. Continuation of Terms. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following
any transfer) referred to in this Section 3, this Warrant shall
continue in full force and effect and the terms hereof shall be
applicable to the Other Securities and property receivable on the
exercise of this Warrant after the consummation of such
reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and
shall be binding upon the issuer of any Other Securities,
including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed
the terms of this Warrant as provided in Section 4. In the event
this Warrant does not continue in full force and effect after the
consummation of the transaction described in this Section 3, then
only in such event will the Company's securities and property
(including cash, where applicable) receivable by the Holder of
the Warrants be delivered to the Trustee as contemplated by
Section 3.2.
3.4 Share Issuance. If the Company shall issue any
shares of Common Stock except for the Excepted Issuance (as
defined in the Subscription Agreement) prior to the Issue Date,
prior to the complete exercise of this Warrant for a
consideration less than the Purchase Price that would be in
effect at the time of such issue, then, and thereafter
successively upon each such issue, the Purchase Price shall be
reduced as follows: (i) the number of shares of Common Stock
outstanding immediately prior to such issue shall be multiplied
by the Purchase Price in effect at the time of such issue and the
product shall be added to the aggregate consideration, if any,
received by the Company upon such issue of additional shares of
Common Stock; and (ii) the sum so obtained shall be divided by
the number of shares of Common Stock outstanding immediately
after such issue. The resulting quotient shall be the adjusted
Purchase Price. For purposes of this adjustment, the issuance of
any security of the Company carrying the right to convert such
security into shares of Common Stock or of any warrant, right or
option to purchase Common Stock shall result in an adjustment to
the Purchase Price upon the issuance of shares of Common Stock
upon exercise of such conversion or purchase rights. The
reduction of the Purchase Price described in this Section 3.4 is
in addition to the other rights of the Holder described in the
Subscription Agreement.
4. Extraordinary Events Regarding Common Stock. In the
event that the Company shall (a) issue additional shares of the
Common Stock as a dividend or other distribution on outstanding
Common Stock, (b) subdivide its outstanding shares of Common
Stock, or (c) combine its outstanding shares of the Common Stock
into a smaller number of shares of the Common Stock, then, in
each such event, the Purchase Price shall, simultaneously with
the happening of such event, be adjusted by multiplying the then
Purchase Price by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to
such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after such event,
and the product so obtained shall thereafter be the Purchase
Price then in effect. The Purchase Price, as so adjusted, shall
be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 4.
The number of shares of Common Stock that the Holder of this
Warrant shall thereafter, on the exercise hereof as provided in
Section 1, be entitled to receive shall be adjusted to a number
determined by multiplying the number of shares of Common Stock
that would otherwise (but for the provisions of this Section 4)
be issuable on such exercise by a fraction of which (a) the
numerator is the Purchase Price that would otherwise (but for the
provisions of this Section 4) be in effect, and (b) the
denominator is the Purchase Price in effect on the date of such
exercise. The Holder is entitled upon exercise of this Warrant
to receive Spin-Off Shares as described in Section 9(p) of the
Subscription Agreement.
5. Certificate as to Adjustments. In each case of any
adjustment or readjustment in the shares of Common Stock (or
Other Securities) issuable on the exercise of the Warrants, the
Company at its expense will promptly cause its Chief Financial
Officer or other appropriate designee to compute such adjustment
or readjustment in accordance with the terms of the Warrant and
prepare a certificate setting forth such adjustment or
readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of
(a) the consideration received or receivable by the Company for
any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the
number of shares of Common Stock (or Other Securities)
outstanding or deemed to be outstanding, and (c) the Purchase
Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to
such adjustment or readjustment and as adjusted or readjusted as
provided in this Warrant. The Company will forthwith mail a copy
of each such certificate to the Holder of the Warrant and any
Warrant Agent of the Company (appointed pursuant to Section 11
hereof).
6. Reservation of Stock, etc. Issuable on Exercise of
Warrant; Financial Statements. The Company will at all times
reserve and keep available, solely for issuance and delivery on
the exercise of the Warrants, all shares of Common Stock (or
Other Securities) from time to time issuable on the exercise of
the Warrant. This Warrant entitles the Holder hereof to receive
copies of all financial and other information distributed or
required to be distributed to the holders of the Company's Common
Stock.
7. Assignment; Exchange of Warrant. Subject to compliance
with applicable securities laws, this Warrant, and the rights
evidenced hereby, may be transferred by any registered holder
hereof (a "Transferor"). On the surrender for exchange of this
Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the "Transferor Endorsement Form") and
together with an opinion of counsel reasonably satisfactory to
the Company that the transfer of this Warrant will be in
compliance with applicable securities laws, the Company at its
expense, twice, only, but with payment by the Transferor of any
applicable transfer taxes, will issue and deliver to or on the
order of the Transferor thereof a new Warrant or Warrants of like
tenor, in the name of the Transferor and/or the transferee(s)
specified in such Transferor Endorsement Form (each a
"Transferee"), calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on
the face or faces of the Warrant so surrendered by the
Transferor. No such transfers shall result in a public
distribution of the Warrant; and the Company shall only be
responsible for "blue sky" compliance expenses for resales under
any registration statement filed in accordance with Section 11 of
the Purchase Agreement for two (2) such transfers to two (2)
applicable states of the United States only.
8. Replacement of Warrant. On receipt of evidence
reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and, in the case of any
such loss, theft or destruction of this Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in
form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the
Company at its expense, twice only, will execute and deliver, in
lieu thereof, a new Warrant of like tenor.
9. Registration Rights. The Holder of this Warrant has
been granted certain registration rights by the Company. These
registration rights are set forth in the Subscription Agreement.
The terms of the Subscription Agreement are incorporated herein
by this reference. During the pendency of a Non-Registration
Event, upon written demand made by the Holder, the Company will
pay to the Holder of this Warrant, in lieu of delivering Common
Stock, a sum equal to the closing price of the Company's Common
Stock on the principal market or exchange upon which the Common
Stock is listed for trading on the trading date immediately
preceding the date notice is given by the Holder, less the
Purchase Price, for each share of Common Stock designated in such
notice from the Holder.
10. Maximum Exercise. The Holder shall not be entitled to
exercise this Warrant on an exercise date, in connection with
that number of shares of Common Stock which would be in excess of
the sum of (i) the number of shares of Common Stock beneficially
owned by the Holder and its affiliates on an exercise date, and
(ii) the number of shares of Common Stock issuable upon the
exercise of this Warrant with respect to which the determination
of this limitation is being made on an exercise date, which would
result in beneficial ownership by the Holder and its affiliates
of more than 9.99% of the outstanding shares of Common Stock on
such date. For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and Regulation 13d-3 thereunder. Subject to the
foregoing, the Holder shall not be limited to aggregate exercises
which would result in the issuance of more than 9.99%. The
restriction described in this paragraph may be revoked upon and
effective after sixty-one (61) days prior notice from the Holder
to the Company. The Holder may allocate which of the equity of
the Company deemed beneficially owned by the Purchaser shall be
included in the 9.99% amount described above and which shall be
allocated to the excess above 9.99%.
11. Warrant Agent. The Company may, by written notice to
the Holder of the Warrant, appoint an agent (a "Warrant Agent")
for the purpose of issuing Common Stock (or Other Securities) on
the exercise of this Warrant pursuant to Section 1, exchanging
this Warrant pursuant to Section 7, and replacing this Warrant
pursuant to Section 8, or any of the foregoing, and thereafter
any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such Warrant Agent.
12. Transfer on the Company's Books. Until this Warrant is
transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all
purposes, notwithstanding any notice to the contrary.
13. Notices. All notices, demands, requests, consents,
approvals, and other communications required or permitted
hereunder shall be in writing and, unless otherwise specified
herein, shall be (i) personally served, (ii) deposited in the
mail, registered or certified, return receipt requested, postage
prepaid, (iii) delivered by reputable air courier service with
charges prepaid, or (iv) transmitted by hand delivery, telegram,
or facsimile, addressed as set forth below or to such other
address as such party shall have specified most recently by
written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a)
upon hand delivery or delivery by facsimile, with accurate
confirmation generated by the transmitting facsimile machine, at
the address or number designated below (if delivered on a
business day during normal business hours where such notice is to
be received), or the first business day following such delivery
(if delivered other than on a business day during normal business
hours where such notice is to be received) or (b) on the second
business day following the date of mailing by express courier
service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be: (i) if to the Company
to: American Water Star, Inc., 0000 X. Xxxxxxx, Xxxxx 000, Xxx
Xxxxx, Xxxxxx 00000, Attn: Xxxxx Xxxxxxx, President & CEO,
telecopier: (000) 000-0000, with a copy by telecopier only to:
Xxxxx Xxxx LLP, 0000 Xxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000-
8226, Attn: Xxxxxxx X. Xxxx, Esq., telecopier: (000) 000-0000;
and (ii) if to the Holder, to the address and telecopier number
listed on the first paragraph of this Warrant, with a copy by
telecopier only to: Grushko & Xxxxxxx, P.C., 000 Xxxxx Xxxxxx,
Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, telecopier number: (212)
697-3575.
14. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. This Warrant
shall be construed and enforced in accordance with and governed
by the laws of New York. Any dispute relating to this Warrant
shall be adjudicated in New York County in the State of New York.
The headings in this Warrant are for purposes of reference only,
and shall not limit or otherwise affect any of the terms hereof.
The invalidity or unenforceability of any provision hereof shall
in no way affect the validity or enforceability of any other
provision.
IN WITNESS WHEREOF, the Company has executed this Warrant as
of the date first written above.
AMERICAN WATER STAR, INC.
By:__________________________
Name:________________________
Title:_______________________
Witness:
__________________________
Exhibit A
FORM OF SUBSCRIPTION
(to be signed only on exercise of Warrant)
TO: AMERICAN WATER STAR, INC.
The undersigned, pursuant to the provisions set forth in the
attached Warrant (No.____), hereby irrevocably elects to purchase
(check applicable box):
___ ________ shares of the Common Stock covered by such Warrant;
or
___ the maximum number of shares of Common Stock covered by such
Warrant pursuant to the cashless exercise procedure set forth in
Section 2.
The undersigned herewith makes payment of the full purchase price
for such shares at the price per share provided for in such
Warrant, which is $___________. Such payment takes the form of
(check applicable box or boxes):
___ $__________ in lawful money of the United States; and/or
___ the cancellation of such portion of the attached Warrant as
is exercisable for a total of _______ shares of Common Stock
(using a Fair Market Value of $_______ per share for purposes of
this calculation); and/or
___ the cancellation of such number of shares of Common Stock as
is necessary, in accordance with the formula set forth in
Section 2, to exercise this Warrant with respect to the maximum
number of shares of Common Stock purchasable pursuant to the
cashless exercise procedure set forth in Section 2.
The undersigned requests that the certificates for such shares be
issued in the name of, and delivered to _________________________
_________________________________________________________________
whose address is ________________________________________________
______________________________________.
The undersigned represents and warrants that all offers and sales
by the undersigned of the securities issuable upon exercise of
the within Warrant shall be made pursuant to registration of the
Common Stock under the Securities Act of 1933, as amended (the
"Securities Act"), or pursuant to an exemption from registration
under the Securities Act.
Dated:___________________ ________________________________
(Signature must conform to name
of holder as specified on the
face of the Warrant)
________________________________
________________________________
________________________________
(Address)
Exhibit B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells,
assigns, and transfers unto the person(s) named below under the
heading "Transferees" the right represented by the within Warrant
to purchase the percentage and number of shares of Common Stock
of AMERICAN WATER STAR, INC. to which the within Warrant relates
specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such
person(s) and appoints each such person Attorney to transfer its
respective right on the books of AMERICAN WATER STAR, INC. with
full power of substitution in the premises.
Transferees Percentage Number Transferred
Transferred
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
Dated: ______________ ____________________________________
(Signature must conform to name of
holder as specified on the face of
the warrant)
Signed in the presence of:
___________________________ _______________________________
(Name) _______________________________
(address)
ACCEPTED AND AGREED:
[TRANSFEREE] _______________________________
_______________________________
(address)
___________________________
(Name)
