WARRANT For the Purchase of ______________ Shares of Common Stock of Trinity3 Corporation, a Delaware Corporation
WARRANT
For
the Purchase of ______________
Shares
of Common Stock
of
Trinity3
Corporation,
a
Delaware Corporation
THIS
CERTIFIES THAT, for value received, ______________________, an individual
(the
“Holder”), is entitled to, within the time frame set forth in Section 1 below
(“Expiration Date”), but not thereafter, to subscribe for, purchase and receive
up to _______________________( ) fully paid and nonassessable shares of the
common stock (the “Common Stock”), of Trinity3 Corporation, a Delaware
corporation (the “Company”), at the initial price of $0.10 per share, but
subject to adjustment as provided in Section 2 below, (the “Exercise Price”),
upon payment by cashier’s check or wire transfer of the Exercise Price for such
shares of the Common Stock to the Company at the Company’s offices.
1. Exercise
of Warrant.
This
Warrant may be exercised in whole or in part at any time or from time to
time
during the two (2) year period beginning with the date that a registration
statement filed for the purpose of registering the resale of the Common Stock
is
declared effective by the Securities and Exchange Commission, by presentation
and surrender hereof to the Company of a notice of election to purchase duly
executed and accompanied by payment by cashier’s check or wire transfer of the
Exercise Price for the number of shares specified in such election.
2. Adjustment
in Number of Shares.
(A) Adjustment
for Reclassifications.
In case
at any time or from time to time after the issue date the holders of the
Common
Stock of the Company (or any shares of stock or other securities at the time
receivable upon the exercise of this Warrant) shall have received, or, on
or
after the record date fixed for the determination of eligible stockholders,
shall have become entitled to receive, without payment therefore, other or
additional stock or other securities or property (including cash) by way
of
stock split, spin-off, reclassification, combination of shares or similar
corporate rearrangement (exclusive of any stock dividend of its or any
subsidiarys capital stock), then and in each such case the Holder of this
Warrant, upon the exercise hereof as provided in Section 1, shall be entitled
to
receive the amount of stock and other securities and property which such
Holder
would hold on the date of such exercise if on the issue date he had been
the
holder of record of the number of shares of Common Stock of the Company called
for on the face of this Warrant and had thereafter, during the period from
the
issue date, to and including the date of such exercise, retained such shares
and/or all other or additional stock and other securities and property
receivable by him as aforesaid during such period, giving effect to all
adjustments called for during such period. In the event of any such adjustment,
the Exercise Price shall be adjusted proportionally.
(B) Adjustment
for Reorganization, Consolidation, Merger.
In case
of any reorganization of the Company (or any other corporation the stock
or
other securities of which are at the time receivable on the exercise of this
Warrant) after the issue date, or in case, after such date, the Company (or
any
such other corporation) shall consolidate with or merge into another corporation
or convey all or substantially all of its assets to another corporation,
then
and in each such case the Holder of this Warrant, upon the exercise hereof
as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu
of
the stock or other securities or property to which such Holder would be entitled
had the Holder exercised this Warrant immediately prior thereto, all subject
to
further adjustment as provided herein; in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such
consummation.
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3. Reservation
of Common Stock.
The
Company shall at all times reserve and keep available out of its authorized
but
unissued shares of common stock solely for the purpose of effecting the exercise
of this warrant such number of its shares of common stock as shall from time
to
time be sufficient to effect the exercise hereof.
4. Registration
Rights.
If the
Company at any time proposes to register any of its securities under the
Act,
including under an S-1 Registration Statement or otherwise, it will each
such
time give written notice to all holders of outstanding warrants of its intention
so to do. Upon the written request of a holder or holders of any such warrants
given within 30 days after receipt of any such notice, the Company will use
its
best efforts to cause all shares underlying the exercise of such warrants
to be
registered under the Act (with the securities which the Company at the time
propose to register); provided, however, that the Company may, as a condition
precedent to its effective such registration, require each Holder to agree
with
the Company and the managing underwriter or underwriters of the offering
to be
made by the Company in connection with such registration that such Holder
will
not sell any securities of the same class or convertible into the same class
as
those registered by the Company (including any class into which the securities
registered by the Company are convertible) for such reasonable period after
such
registration becomes effective (not exceeding 90 days) as shall then be
specified in writing by such underwriter or underwriters if in the opinion
of
such underwriter or underwriters the Company's offering would be materially
adversely affected in the absence of such an agreement. All expenses incurred
by
the Company in complying with this Section, including without limitation
all
registration and filing fees, listing fees, printing expenses, fees and
disbursements of all independent accountants, or counsel for the Company
and the
expense of any special audits incident to or required by any such registration
and the expenses of complying with the securities or blue sky laws of any
jurisdiction shall be paid by the Company.
5. Notices.
All
notices and other communications from the Company to the Holder of this Warrant
shall be mailed by first class registered or certified mail, postage prepaid,
to
the address set forth in the records of the Company.
6. Change;
Waiver; Assignment.
Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated orally but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination
is
sought. This Warrant may only be assigned by the Holder pursuant to the terms
of
that certain Securities Purchase Agreement of even date herewith pursuant
to
which this Warrant was purchased.
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7. Law
Governing.
This
Warrant shall be construed and enforced in accordance with and governed by
the
laws of California. Any action or proceeding arising under or pursuant to
this
Warrant shall be brought in the appropriate court in the County of Orange,
California.
8. Entire
Agreement.
This
Warrant sets forth and includes the entire obligation of the Company with
respect to any warrants held or due to Holder as of the date hereof, and
any
other agreement, arrangement, writing, contract, letter, or agreement dated
prior to or of even date herewith shall be null and void upon execution of
this
Agreement.
IN
WITNESS WHEREOF, the undersigned has caused this Warrant to be signed as
of this
__________________day of _____________ 2005.
|
Trinity3
Corporation,
a
Delaware Corporation
By:
Xxxxxx
X. Xxxxxxxxxx
Its:
President
By: Xxxxxxx X. Xxxxxxx Its:
Chief
Executive Officer
|
Acknowledged
and Accepted:
an individual
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