THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR APPLICABLE STATE SECURITIES
LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE ACT THIS WARRANT
AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH THE COMPANY'S
OBLIGATIONS TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF SUCH
SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY'S OFFICE.
THIS WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY PERSON OR ENTITY THAT
IS NOT AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501, PROMULGATED UNDER
THE ACT.
#__________ __________ Warrants
Void after 5:00 p.m., New York time on July 30, 2008
COMMON STOCK
PURCHASE WARRANT
OF
REIT AMERICAS, INC.
REIT AMERICAS, INC., a Maryland corporation (the "Company"), hereby
certifies that, for value received, __________ (the "Warrant Holder") is the
owner of the number of common stock purchase warrants ("Warrants") specified
above, each of which entitles the holder thereof to purchase, at any time during
the period commencing on the Commencement Date (as defined herein) and ending on
the Expiration Date (as defined herein), one fully paid and non-assessable share
of common stock, par value $.001 per share ("Common Stock"), of the Company at a
purchase price equal to the Exercise Price of $.10 per share in lawful money of
the United States of America in cash, subject to adjustment as hereinafter
provided.
1. WARRANT; EXERCISE PRICE.
1.1 Each Warrant shall entitle the Warrant Holder the right to
purchase one share of Common Stock of the Company (individually, a "Warrant
Share" severally, the "Warrant Shares").
1.2 The purchase price payable upon exercise of each Warrant
("Exercise Price") shall be $.10. The Exercise Price and number of Warrant
Shares purchasable pursuant to each Warrant are subject to adjustment as
provided in Section 8.
2. EXERCISE OF WARRANT; EXPIRATION DATE.
2.1 This Warrant is exercisable during the period commencing
on the date of execution of this Warrant ("Commencement Date") and ending at
5:00 p.m., New York time on July 30, 2008, or if such date shall in the State of
New York be a holiday or a day on which banks are authorized to close, then 5:00
p.m., New York time the next following day which in the State of New York is not
a holiday or a day on which banks are authorized to close (the "Expiration
Date"), in whole or from time to time in part, at the option of the Warrant
Holder, upon surrender of this Warrant to the Company together with a duly
completed Notice of Exercise in the form attached hereto and payment of an
amount equal to the then applicable Exercise Price multiplied by the number of
Warrant Shares then being purchased upon such exercise.
2.2 Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the day on which this
Warrant shall have been surrendered to the Company as provided in Section 2.1.
At such time, the person or persons in whose name or names any certificates for
Warrant Shares shall be issuable upon such exercise as provided in subsection
2.3 below shall be deemed to have become the holder or holders of record of the
Warrant Shares represented by such certificates.
2.3 Within three business days after the exercise of the
purchase right represented by this Warrant, the Company at its expense will use
its best efforts to cause to be issued in the name of, and delivered to, the
Warrant Holder, or, subject to the terms and conditions hereof, to such other
individual or entity as such Warrant Holder (upon payment by such Warrant Holder
of any applicable transfer taxes) may direct:
(a) a certificate or certificates for the number of
full Warrant Shares to which such Warrant Holder shall be entitled upon such
exercise plus, in lieu of any fractional share to which such Warrant Holder
would otherwise be entitled, cash in an amount determined pursuant to Section
2.4 hereof, and
(b) in case such exercise is in part only, a new
Warrant or Warrants (dated the date hereof) of like tenor, stating on the face
or faces thereof the number of shares currently stated on the face of this
Warrant minus the number of such shares purchased by the Warrant Holder upon
such exercise as provided in subsection 2.1 ( in each case prior to any
adjustments made thereto pursuant to the provisions of this Warrant).
2.4 The Company shall not be required upon the exercise of
this Warrant to issue any fractional shares, but shall make an adjustment
thereof in cash on the basis of the "last sale price" (as defined below) of the
Company's Common Stock on the trading day immediately prior to the date of
exercise. For purposes of this Section 2.4, "last sale price" shall mean (i) if
the Common Stock is listed on a national securities exchange or quoted on the
Nasdaq National Market, Nasdaq SmallCap Market or NASD OTC Bulletin Board (or
successor such as the Bulletin Board Exchange), the last sale price of the
Common Stock in the principal trading market for the Common Stock as reported by
the exchange, Nasdaq or the NASD, as the case may be; (ii) if the Common Stock
is not listed on a national securities exchange or quoted on the Nasdaq National
2
Market, Nasdaq SmallCap Market or the NASD OTC Bulletin Board (or successor such
as the Bulletin Board Exchange), but is traded in the residual over-the-counter
market, the closing bid price for the Common Stock on the last trading day
preceding the date in question for which such quotations are reported by the
Pink Sheets, LLC or similar publisher of such quotations; and (iii) if the fair
market value of the Common Stock cannot be determined pursuant to clause (i) or
(ii) above, such price as the Board of Directors of the Company shall determine,
in good faith.
3. REGISTRATION AND TRANSFER ON COMPANY BOOKS.
3.1 The Company (or an agent of the Company) will maintain a
register containing the names and addresses of the Warrant Holders. Any Warrant
Holder may change its, his or her address as shown on the warrant register by
written notice to the Company requesting such change.
3.2 The Company shall register upon its books any transfer of
a Warrant upon surrender of same as provided in Section 5.
4. RESERVATION OF SHARES. The Company will at all times reserve
and keep available, solely for issuance and delivery upon the exercise of this
Warrant, such Warrant Shares and other stock, securities and property, as from
time to time shall be issuable upon the exercise of this Warrant. As long as the
Warrant shall be outstanding, the Company shall use its best efforts to cause
all Warrant Shares issuable upon exercise of the Warrants to be listed (subject
to official notice of issuance) on each securities exchange (or, if applicable
on Nasdaq or the OTC Bulletin Board or any successor trading market) on which
the Common Stock is then listed and/or quoted. THE WARRANT HOLDER ACKNOWLEDGES
THAT THE COMMON STOCK IS NOT CURRENTLY LISTED OR QUOTED ON THE OTC BULLETIN
BOARD, NASDAQ OR ANY OTHER EXCHANGE AND THAT THE COMPANY WILL USE ITS REASONABLE
EFFORTS TO BECOME SO LISTED AFTER THE DATE HEREOF. THE COMPANY MAKES NO
ASSURANCE THAT IT WILL BECOME LISTED OR QUOTED ON ANY EXCHANGE.
5. EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF
WARRANTS. This Warrant is exchangeable, without expense, at the option of the
Warrant Holder, upon presentation and surrender hereof to the Company for other
warrants of different denominations entitling the holder thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable hereunder.
Subject to the terms of Section 6, upon surrender of this Warrant to the Company
at its principal office or at the office of its transfer agent, if any, with the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment and
this Warrant shall be promptly canceled. This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation hereof at the
principal office of the Company together with a
3
written notice specifying the names and denominations in which new Warrants are
to be issued and signed by the Warrant Holder hereof. The term "Warrant" as used
herein includes any Warrants into which this Warrant may be divided or
exchanged. Upon receipt by the Company of reasonable evidence of the ownership
of and the loss, theft, destruction or mutilation of this Warrant and, in the
case of loss, theft or destruction, of indemnity reasonably satisfactory to the
Company, or, in the case of mutilation, upon surrender and cancellation of the
mutilated Warrant, the Company shall execute and deliver in lieu thereof a new
Warrant of like tenor and date representing an equal number of Warrants.
6. LIMITATION ON EXERCISE AND SALES.
(a) Each holder of this Warrant acknowledges that
this Warrant and the Warrant Shares have not been registered under the
Securities Act, as of the date of issuance hereof. This Warrant only may be
transferred to a transferee who certifies in writing to the Warrant Holder and
to the Company that such transferee is an "accredited investor" within the
meaning of Rule 501(a) promulgated by the Commission under the Securities Act.
The Company shall be under no obligation to issue the
shares covered by such exercise unless and until the Warrant Holder shall have
executed the form of exercise annexed hereto that states that at the time of
such exercise that it is then an "accredited investor" within the meaning of
Rule 501(c) promulgated by the Commission under the Securities Act, is acquiring
such shares for its own account, and will not transfer the Warrant Shares unless
pursuant to an effective and current registration statement under the Securities
Act or an exemption from the registration requirements of the Securities Act and
any other applicable restrictions, in which event the Warrant Holder shall be
bound by the provisions of a legend or legends to such effect that shall be
endorsed upon the certificate(s) representing the Warrant Shares issued pursuant
to such exercise. In such event, the Warrant Shares issued upon exercise hereof
shall be imprinted with a legend in substantially the following form:
"This security has been acquired for investment and has not been
registered under the Securities Act of 1933, as amended, or applicable
state securities laws. This security may not be sold, pledged or
otherwise transferred in the absence of such registration or pursuant
to an exemption therefrom under said Act and such laws, supported by an
opinion of counsel, reasonably satisfactory to the Company and its
counsel, that such registration is not required."
(b) Warrant Holder represents and warrants that it is
acquiring this Warrant for its own account, for purposes of investment, and not
with a view to, or for sale in connection with, any distribution thereof within
the meaning of the Securities Act and the rules and regulations promulgated
thereunder. Warrant Holder represents, warrants and agrees that it will not
sell, exercise, transfer or otherwise dispose of this Warrant (or any interest
therein) or any of the Common Stock purchasable upon exercise hereof, except
pursuant to (i) an effective registration statement under the Securities Act and
applicable state securities laws or (ii) an opinion of counsel, satisfactory to
Company, that an exemption from registration under the Securities Act and such
laws is available. Warrant Holder further acknowledges and agrees that Company
is not required, legally or contractually, so to register or qualify the Warrant
or such
4
Common Stock or to take any action to make such an exemption available. Warrant
Holder understands that Company will be relying upon the truth and accuracy of
the representations and warranties contained in this Section 6 in issuing this
Warrant and such Common Stock without first registering the issuance thereof
under the Securities Act or qualifying or registering the issuance thereof under
any state securities laws that may be applicable.
(c) Warrant Holder acknowledges that (i) there is not
now, and there will not be in the future, any public market for the Warrant,
(ii) although there currently is not a public trading market for the Common
Stock, there can be no assurance that any such market will be sustained, and
(iii) there can be no assurance that Warrant Holder will be able to liquidate
its investment in Company. Warrant Holder represents and warrants that it is
familiar with and understands the terms and conditions of Rule 144 promulgated
under the Securities Act.
(d) Warrant Holder represents and warrants to Company
that (i) it has such knowledge and experience in financial and business matters
as is necessary to enable it to evaluate the merits and risks of any investments
in Company and is not utilizing any other person to be a purchaser
representative in connection with evaluation of such merits and risks; and (ii)
it has no need for liquidity in an investment in Company and is able to bear the
risk of that investment for an indefinite period and to afford a complete loss
thereof.
(e) Warrant Holder represents and warrants that it
has had access to, and has been furnished with, all of the information it has
requested from Company and has had an opportunity to review the books and
records of Company and to discuss with management and members of the board of
directors of Company the business and financial affairs of Company.
(f) Warrant Holder agrees that at the time of each
exercise of this Warrant, unless the issuance of shares of Common Stock issuable
thereupon is pursuant to an effective registration statement under the
Securities Act, Warrant Holder will provide Company with a letter embodying the
representations and warranties set forth in subsections (b) through (e), in form
and substance satisfactory to Company, and agrees that the certificate(s)
representing any shares issued to it upon any exercise of this Warrant may bear
such restrictive legend as Company may deem necessary to reflect the restricted
status of such shares under the Securities Act unless Company shall have
received from Warrant Holder an opinion of counsel to Warrant Holder, reasonably
satisfactory in form and substance to Company, that such restrictive legend is
not required. If such legend is placed on such certificate(s), before consenting
to the removal of such legend and the transfer of such shares, unless the
request to remove such legend is made in connection with a sale or transfer of
the shares represented by such certificate in a transaction registered under
Section 5 of the Securities Act, Company may insist upon the delivery to it of
an opinion from counsel to Warrant Holder, reasonably satisfactory in form and
substance to Company, that the contemplated transfer does not constitute a
violation of the Securities Act.
7. REGISTRATION RIGHTS OF WARRANT HOLDER. The Company has granted
the Warrant Holder certain piggyback registration rights pursuant to the terms
of a Registration Rights Agreement dated __________, 2005 (the "Registration
Rights Agreement"). The registration rights shall inure to the benefit of the
transferees of this Warrant and the Warrant Shares. THE WARRANT HOLDER
ACKNOWLEDGES THAT THE COMPANY IS NOT CURRENTLY LISTED OR
5
QUOTED ON ANY EXCHANGE MARKET AND THAT THE PIGGYBACK REGISTRATION RIGHTS GRANTED
HEREUNDER WILL HAVE NO EFFECT UNLESS AND UNTIL SUCH TIME AS THE COMPANY BECOMES
LISTED OR QUOTED ON A TRADING EXCHANGE.
8. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES DELIVERABLE.
The Exercise Price and the number of Warrant Shares purchasable pursuant to each
Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Section 8:
(a) In case, prior to the expiration of this Warrant
by exercise or by its terms, the Company shall issue any shares of its Common
Stock as a stock dividend or subdivide the number of outstanding shares of its
Common Stock into a greater number of shares, then in either of such cases, the
then applicable Exercise Price per Warrant Share purchasable pursuant to this
Warrant in effect at the time of such action shall be proportionately reduced
and the number of Warrant Shares at that time purchasable pursuant to this
Warrant shall be proportionately increased; and conversely, in the event the
Company shall reduce the number of outstanding shares of Common Stock by
combining such shares into a smaller number of shares, then, in such case, the
then applicable Exercise Price per Warrant Share purchasable pursuant to this
Warrant in effect at the time of such action shall be proportionately increased
and the number of Warrant Shares at that time purchasable pursuant to this
Warrant shall be proportionately decreased. If the Company shall, at any time
during the life of this Warrant, declare a dividend payable in cash on its
Common Stock and shall at substantially the same time offer to its stockholders
a right to purchase new Common Stock from the proceeds of such dividend or for
an amount substantially equal to the dividend, all Common Stock so issued shall,
for the purpose of this Warrant, be deemed to have been issued as a stock
dividend. Any dividend paid or distributed upon the Common Stock in stock of any
other class of securities convertible into shares of Common Stock shall be
treated as a dividend paid in Common Stock to the extent that shares of Common
Stock are issuable upon conversion thereof.
(b) In case, prior to the expiration of this Warrant
by exercise or by its terms, the Company shall be recapitalized by reclassifying
its outstanding Common Stock, (other than a change in par value to no par
value), or the corporation or a successor corporation shall consolidate or merge
with or convey all or substantially all of its or of any successor corporation's
property and assets to any other corporation or corporations (any such other
corporations being included within the meaning of the term "successor
corporation" hereinbefore used in the event of any consolidation or merger of
any such other corporation with, or the sale of all or substantially all of the
property of any such other corporation to, another corporation or corporations),
then, as a condition of such recapitalization, consolidation, merger or
conveyance, lawful and adequate provision shall be made whereby the holder of
this Warrant shall thereafter have the right to purchase, upon the basis and on
the terms and conditions specified in this Warrant, in lieu of the Warrant
Shares theretofore purchasable upon the exercise of this Warrant, such shares of
stock, securities or assets as may be issued or payable with respect to, or in
exchange for, the number of Warrant Shares theretofore purchasable upon the
exercise of this Warrant, had such recapitalization, consolidation, merger, or
conveyance not taken place; and in any such event, the rights of the Warrant
Holder to any adjustment in the number of Warrant
6
Shares purchasable upon the exercise of this Warrant, as herein provided, shall
continue and be preserved in respect of any stock which the Warrant Holder
becomes entitled to purchase.
(c) In case the Company at any time while this
Warrant shall remain unexpired and unexercised shall sell all or substantially
all of its property or dissolve, liquidate, or wind up its affairs, lawful
provision shall be made as part of the terms of any such sale, dissolution,
liquidation or winding up, so that the holder of this Warrant may thereafter
receive upon exercise hereof in lieu of each Warrant Share that it would have
been entitled to receive, the same kind and amount of any securities or assets
as may be issuable, distributable or payable upon any such sale, dissolution,
liquidation or winding up with respect to each share of Common Stock of the
Company, provided, however, that in any case of any such sale or of dissolution,
liquidation or winding up, the right to exercise this Warrant shall terminate on
a date fixed by the Company; such date so fixed to be not earlier than 5:00
p.m., New York time, on the forty-fifth day next succeeding the date on which
notice of such termination of the right to exercise this Warrant has been given
by mail to the registered holder of this Warrant at its address as it appears on
the books of the Company.
(d) No adjustment in the per share Exercise Price
shall be required unless such adjustment would require an increase or decrease
in the Exercise Price by at least $0.01; provided, however, that any adjustments
that by reason of this subsection are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 8 shall be made to the nearest cent or to the nearest 1/100th
of a share, as the case may be.
(e) The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 8 and in the taking of all such actions as may be necessary or
appropriate in order to protect against impairment of the rights of the Warrant
Holder to adjustments in the Exercise Price.
(f) Upon the happening of any event requiring an
adjustment of the Exercise Price hereunder, the Company shall give written
notice thereof to the Warrant Holder stating the adjusted Exercise Price and the
adjusted number of Warrant Shares resulting from such event and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.
9. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may, at its
option, at any time during the term of the Warrants, reduce the then current
Exercise Price to any amount deemed appropriate by the Board of Directors of the
Company and/or extend the date of the expiration of the Warrants.
10. RIGHTS OF THE HOLDER. The Warrant Holder shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company, either at law
or equity, and the rights of
7
the Warrant Holder are limited to those expressed in this Warrant and are not
enforceable against the Company except to the extent set forth herein.
11. NOTICES OF RECORD DATE. In case:
(a) the Company shall take a record of the holders of
its Common Stock (or other stock or securities at the time deliverable upon the
exercise of this Warrant) for the purpose of entitling or enabling them to
receive any dividend or other distribution, or to receive any right to subscribe
for or purchase any shares of any class or any other securities, or to receive
any other right, or
(b) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the surviving entity), or any
transfer of all or substantially all of the assets of the Company, or
(c) of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
Warrant Holder a notice specifying, as the case may be, (i) the date on which a
record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right, or
(ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of
record of Common Stock (or such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
notice shall be mailed at least thirty days prior to the record date or
effective date for the event specified in such notice, provided that the failure
to mail such notice shall not affect the legality or validity of any such
action.
12. SUCCESSORS. The rights and obligations of the parties to this
Warrant will inure to the benefit of and be binding upon the parties hereto and
their respective heirs, successors, assigns, pledgees, transferees and
purchasers. Without limiting the foregoing, the registration rights referred to
in Section 7 of this Warrant shall inure to the benefit of the Warrant Holder
and all the Warrant Holder's successors, heirs, pledgees, assignees, transferees
and purchasers of this Warrant and the Warrant Shares.
13. CHANGE OR WAIVER. Any term of this Warrant may be changed or
waived only by an instrument in writing signed by the party against whom
enforcement of the change or waiver is sought.
14. HEADINGS. The headings in this Warrant are for purposes of
reference only and shall not limit or otherwise affect the meaning of any
provision of this Warrant.
8
15. GOVERNING LAW; VENUE. All questions concerning the
construction, validity, enforcement and interpretation of this Warrant shall be
governed by and construed and enforced in accordance with the internal laws of
the State of Florida, without regard to the principles of conflicts of law
thereof. Each party agrees that all proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this Warrant
(whether brought against a party hereto or its respective affiliates, directors,
officers, shareholders, employees or agents) shall be commenced exclusively in
the state and federal courts sitting in Palm Beach County, Florida. Each party
hereto hereby irrevocably submits to the exclusive jurisdiction of the state and
federal courts sitting in Palm Beach County, Florida for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein, and hereby irrevocably waives, and agrees not to
assert in any proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such proceeding is improper. Each party
hereto hereby irrevocably waives personal service of process and consents to
process being served in any such 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 Warrant 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. The parties hereto
hereby irrevocably waive, 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 Warrant or the transactions contemplated hereby. If any party
shall commence a proceeding to enforce any provisions of this Warrant, then the
prevailing party in such proceeding shall be reimbursed by the other party for
its reasonable attorneys fees and other costs and expenses incurred with the
investigation, preparation and prosecution of such proceeding.
16. MAILING OF NOTICES, ETC. All notices and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given one (1) business day after delivery to an overnight carrier with
instructions to deliver to the applicable address set forth below, or, if sent
by facsimile, upon receipt of a confirmation of delivery:
Registered Holder: To his or her last known address as
indicated on the Company's books and
records.
The Company: REIT Americas, Inc.
Attn: Xxxxx Xxxxxxx
0000 X. Xxxx Xxxx
Xxxxx 000
Xxxxxx, XX 00000
9
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer as of __________, 2005.
REIT AMERICAS, INC.
By:
-------------------------
Name:
-------------------------
Title:
-------------------------
10
NOTICE OF EXERCISE
To Be Executed by the Warrant Holder
In Order to Exercise Warrants
TO: REIT Americas, Inc.
The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase _______ shares of Common Stock of REIT Americas, Inc., pursuant to
Warrant No. ___ heretofore issued to ___________________ on ____________, ____ ;
(2) encloses a cash payment of $__________; and (3) requests that a certificate
for the shares be issued in the name of the undersigned, or the undersigned's
designee, and delivered to the undersigned, or the undersigned's designee, at
the address specified below.
The undersigned hereby represents and warrants to the Company that it
is an "Accredited Investor" within the meaning of Rule 501(c) of the Securities
Act of 1933, as amended (the "Securities Act"), and is acquiring these
securities for its own account and not with a view to, or for sale in connection
with, any distribution thereof, nor with any present intention of distributing
or selling the same. The undersigned further represents that it does not have
any contract, agreement, understanding or arrangement with any person to sell,
transfer or grant the shares of Common Stock issuable under this Warrant. The
undersigned understands that the shares it will be receiving are "restricted
securities" under Federal securities laws inasmuch as they are being acquired
from REIT Americas, Inc., in transactions not including any public offering and
that under such laws, such shares may only be sold pursuant to an effective and
current registration statement under the Securities Act or an exemption from the
registration requirements of the Securities Act and any other applicable
restrictions, in which event a legend or legends will be placed upon the
certificate(s) representing the Common Stock issuable under this Warrant
denoting such restrictions. The undersigned understands and acknowledges that
the Company will rely on the accuracy of these representations and warranties in
issuing the securities underlying the Warrant
Date: __________________________________________________________
Investor Name: ____________________________________________________
Taxpayer Identification Number: ________________________________________
By: _________________________________________________________________
Printed Name: ____________________________________________________
Title: __________________________________________________________
Address: __________________________________________________________
Note: The above signature should correspond exactly with
the name on the face of this Warrant Certificate or with
the name of assignee appearing in assignment form below.
AND, if said number of shares shall not be all the shares purchasable under the
within Warrant, a new Warrant Certificate is to be issued in the name of said
undersigned for the balance remaining of the shares purchasable thereunder less
any fraction of a share paid in cash and delivered to the address stated above.
ASSIGNMENT FORM
To be executed by the Warrant Holder
In order to Assign Warrants
FOR VALUE RECEIVED,____________________________________ hereby sell, assigns and
transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
---------------------------------------
---------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
(Please print or type name and address)
______________________ of the Warrants represented by this Warrant, and hereby
irrevocably constitutes and appoints ________________________ Attorney to
transfer this Warrant on the books of the Company, with full power of
substitution in the premises.
Dated:
----------------- ----------------------------------------
(Signature of Registered Holder)
THE SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER,.
CERTIFICATION OF STATUS OF TRANSFEREE
TO BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT
The undersigned transferee hereby certifies to the registered holder of this
Warrant and to REIT Americas, Inc. that the transferee is an "accredited
investor" within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended.
Dated:
----------------- ----------------------------------------
(Signature of Transferee)
