WARRANT AGREEMENT
WARRANT
AGREEMENT,
dated
as of September 26, 2006, between Resolve Staffing, Inc., a Nevada corporation
(the "Company"), and the persons whose names and addresses are set forth on
Schedule I annexed hereto (the "Holders").
W
I T N E S S E T H:
1.
Issue.
The Company shall issue to each Holder a certificate (the "Warrant Certificate")
dated as of the date hereof providing each such Holder with the right to
purchase, at any time, from October 1, 2006, until 5:30 p.m., New York time,
on
September 30, 2008, the number of Common Shares listed next to the name of
each
such Holder on Exhibit I (the "Warrant Shares") (subject to adjustment as
provided in Section 9 hereof), at an exercise price (subject to adjustment
as
provided in Section 9 hereof) of $2.00 and $3.00 per Common Share, as outlined
in Exhibit I.
2.
Warrant Certificate. The Warrant Certificate to be delivered pursuant to this
Agreement shall be in the form set forth in Exhibit X, attached hereto and
made
a part hereof, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Agreement.
3.
Exercisability of Warrants. The Warrants shall be exercisable at any time from
October 1, 2006, until 5:30 p.m., New York time, on September 30,
2008.
4.
Procedure for Exercise of Warrants.
4.1
Cash
Exercise. The Warrants are exercisable at an aggregate initial exercise price
per Common Share set forth in Section 7 hereof payable by certified check or
official bank check. Upon surrender of a Warrant Certificate with the annexed
Form of Election to Purchase duly executed, together with payment of the
Exercise Price (as hereinafter defined) for the Warrant Shares purchased, at
the
Company's principal offices in Cincinnati, Ohio (presently located at 0000
Xxxx
Xxxxx, Xxxxxxxxxx, XX 00000) the registered holder of a Warrant Certificate
(individually a "Holder" and sometimes collectively the "Holders") shall be
entitled to receive a certificate for the Warrant Shares so purchased. The
purchase rights represented by the Warrant Certificate are exercisable at the
option of the Holder thereof, in whole or in part (but not as to fractional
Common Shares underlying the Warrants). In the case of the purchase of less
than
all the Warrant Shares purchasable under the Warrant Certificate, the Company
shall cancel said Warrant Certificate upon the surrender thereof and shall
execute and deliver a new Warrant Certificate of like tenor for the balance
of
the Warrant Shares purchasable thereunder.
4.2
Call
Provision. The Company may call the Warrant Certificate upon certain market
conditions. If the Current Market Price (as defined below) of the Company’s
common stock is equal to $1.00 over the exercise price of the Warrant Shares,
the Company may call or repurchase the Warrant Certificate.
4.3
Current Market Price. The term "Current Market Price" shall mean (i) if the
Company’s common shares are traded in the over-the-counter market or on the
National Association of Securities Dealers, Inc. Automated Quotations System
("NASDAQ"), the average per Share closing bid price on the 20 consecutive
trading days immediately preceding the date of exercise or date of call by
the
Company, as reported by NASDAQ or an equivalent generally accepted reporting
service, or (ii) if the Shares are traded on a national securities exchange,
the
average for the 20 consecutive trading days immediately preceding the exercise
date or the date of call by the Company of the daily per Share closing prices
on
the principal stock exchange on which the Shares are listed, as the case may
be.
The closing price referred to in clause (ii) above shall be the last reported
sales price or, if no such reported sale takes place on such day, the average
of
the reported closing bid and asked prices, in either case on the national
securities exchange on which the Shares are then listed.
5.
Issuance of Certificate. Upon the exercise of the Warrants, the issuance of
a
certificate for Warrant Shares (or other securities) shall be made forthwith
(and in any event within five (5) business days thereafter) without charge
to
the Holder thereof including, without limitation, any tax which may be payable
in respect of the issuance thereof, and such certificate shall (subject to
the
provisions of Sections 6 and 8 hereof) be issued in the name of, or in such
names
as
may be
directed by, the Holder thereof; provided, however, that the Company shall
not
be required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificate in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificate unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been
paid.
The Warrant Certificate and the certificate representing the Warrant Shares
(or
other securities) shall be executed on behalf of the Company by the manual
or
facsimile signature of the then present Chairman or Vice Chairman of the Board
of Directors or President or any Vice President of the Company under its
corporate seal reproduced thereon, attested to by the manual or facsimile
signature of the then present Secretary or any Assistant Secretary of the
Company. The Warrant Certificate shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.
6.
Transfer of Warrants. The Holder of the Warrant Certificate, by its acceptance
thereof, covenants and agrees that the Warrants are being acquired as an
investment and not with a view to the distribution thereof. The Warrants may
be
sold, transferred, assigned, hypothecated or otherwise disposed of, in whole
or
in part, without restriction, subject to compliance with applicable securities
laws.
7.
Exercise Price.
7.1
Initial and Adjusted Exercise Price. Except as otherwise provided in Section
9
hereof, the initial exercise price of each Warrant shall be the price set forth
in Section 1 hereof per Warrant issued thereunder. The adjusted exercise price
shall be the price which shall result from time to time from any and all
adjustments of the initial exercise price in accordance with the provisions
of
Section 9 hereof.
7.2
Exercise Price. The term "Exercise Price" herein shall mean the initial exercise
price or the adjusted exercise price, depending upon the context.
8.
Registration Under the Securities Act of 1933. Subject to the Rider to Warrant
Agreement - Grant of Piggyback Registration Rights issued by the Company and
the
Holders dated as of the date hereof and attached hereto, the Warrants, the
Warrant Shares and any of the other securities issuable upon exercise of the
Warrants have not been registered under the Securities Act of 1933, as amended
(the "Act"). Upon exercise, in whole or in part, of the Warrants, a certificate
representing the Warrant Shares underlying the Warrants, and any of the other
securities issuable upon exercise of the Warrants (collectively, the "Warrant
Securities") shall bear the following legend unless such Warrant Shares
previously have been registered under the Act in accordance with the terms
hereof:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("ACT"), AND MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii)
TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER
THE
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER,
THAT
AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
9.
Adjustments to Exercise Price and Number of Securities. The Exercise Price
and,
in some cases, the number of Warrant Shares purchasable upon the exercise of
the
Warrants, shall be subject to adjustment from time to time upon the occurrence
of certain events described in this Section 9.
9.1
Subdivision or Combination of Common Shares and Common Share Dividend. In case
the Company shall at any time subdivide its outstanding Common Shares into
a
greater number of Common Shares or declare a dividend upon its Common Shares
payable solely in Common Shares, the Exercise Price in effect immediately prior
to such subdivision or declaration shall be proportionately reduced, and the
number of Warrant Shares issuable upon exercise of the Warrants shall be
proportionately increased. Conversely, in case the outstanding Common Shares
of
the Company shall be combined into a smaller number of Common Shares, the
Exercise Price in effect immediately prior to such combination shall be not
proportionately increased, and the number of Warrant Shares issuable upon
exercise of the Warrants shall be not proportionately reduced so that in case
the outstanding Common Shares of the
Company
shall be combined into a smaller number of Common Shares the Holder shall
receive the number of Warrants Shares the Holder would have received upon
exercise of the Warrants prior to any such combination becoming effective.
9.2
Dilutive Issuances. In the event that the Company shall sell or issue at any
time after the date of this Warrant and prior to its termination, Shares (other
than Excluded Shares, as defined in Section 9.2.5) at a consideration per Share
less than $1.50, then the Exercise Price shall be adjusted to a new Exercise
Price (calculated to the nearest cent) determined by dividing (a) an amount
equal to (i) the total number of Shares Outstanding (as defined below and
subject to adjustment in the manner set forth in Section 9.1) on the date of
issuance of this Warrant multiplied by the Exercise Price in effect on the
date
of issuance of this Warrant (subject, however, to adjustment in the manner
set
forth in Section 9.1), plus (ii) the aggregate of the amount of all
consideration, if any, received by the Company for the issuance or sale of
Shares since the date of issuance of this Warrant, by (b) the total number
of
Shares Outstanding immediately after such issuance or sale. In no event shall
any such adjustment be made pursuant to this Section 9.2 if it would increase
the Exercise Price in effect immediately prior to such adjustment, except as
provided in Sections 9.2.3 and 9.2.4. Upon each adjustment of the Exercise
Price
pursuant to this Section 9.2, the holder of this Warrant shall thereafter 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 purchasable
pursuant hereto immediately prior to such adjustment, and dividing the product
thereof by the Exercise Price resulting from such adjustment.
9.2.1
Definitions. For purposes of this Section 9.2, the following definitions shall
apply: (a) "Convertible Securities" shall mean any indebtedness or securities
convertible into or exchangeable for Shares. (b) "Options" shall mean any
rights, warrants or options to subscribe for or purchase Shares or Convertible
Securities other than rights, warrants or options to purchase Excluded
Securities (as defined in Section 9.2.5). (c) "Shares Outstanding" shall mean
the aggregate of all Shares outstanding and all Shares issuable upon exercise
of
all outstanding Options and conversion of all outstanding Convertible
Securities.
| 9.2.2 |
For
the purposes of this Section 9.2, the following provisions shall also
be
applicable:
|
9.2.2.1
Cash Consideration. In case of the issuance or sale of additional Shares for
cash, the consideration received by the Company therefor shall be deemed to
be
the amount of cash received by the Company for such Shares (or, if such Shares
are offered by the Company for subscription, the subscription price, or, if
such
Shares are sold to underwriters or dealers for public offering without a
subscription offering, the public offering price), without deducting therefrom
any compensation or discount paid or allowed to underwriters or dealers or
others performing similar services or for any expenses incurred in connection
therewith.
9.2.2.2
Non-Cash Consideration. In case of the issuance (otherwise than upon conversion
or exchange of Convertible Securities) or sale of additional Shares, Options
or
Convertible Securities for a consideration other than cash or a consideration
a
part of which shall be other than cash, the fair value of such consideration
as
determined by the Board of Directors (if any, otherwise by the Managers) of
the
Company in the good faith exercise of its business judgment, irrespective of
the
accounting treatment thereof, shall be deemed to be the value, for purposes
of
this Section 9, of the consideration other than cash received by the Company
for
such securities.
9.2.2.3
Options and Convertible Securities. In case the Company shall in any manner
issue or grant any Options or any Convertible Securities, the total maximum
number of Shares of issuable upon the exercise of such Options or upon
conversion or exchange of the total maximum amount of such Convertible
Securities at the time such Convertible Securities first become convertible
or
exchangeable shall (as of the date of issue or grant of such Options or, in
the
case of the issue or sale of Convertible Securities other than where the same
are issuable upon the exercise of Options, as of the date of such issue or
sale)
be deemed to be issued and to be outstanding for the purpose of this Section
9.2
and to have been issued for the sum of the amount (if any) paid for such Options
or Convertible Securities and the amount (if any) payable upon the exercise
of
such Options or upon conversion or exchange of such Convertible Securities
at
the time such Convertible Securities first become convertible or exchangeable;
provided that, subject to the provisions of Section 9.2.3, no further adjustment
of the Exercise Price shall be made upon the actual issuance of any such Shares
or Convertible Securities or upon the conversion or
exchange
of any such Convertible Securities. 9.2.3 Change in Option Price or Conversion
Rate. In the event that the purchase price provided for in any Option referred
to in subsection 9.2.2.3, or the rate at which any Convertible Securities
referred to in subsection 9.2.2.3 are convertible into or exchangeable for
Shares shall change at any time (other than under or by reason of provisions
designed to protect against dilution), then, for purposes of any adjustment
required by Section 9.2, the Exercise Price in effect at the time of such event
shall forthwith be readjusted to the Exercise Price that would have been in
effect at such time had such Options or Convertible Securities still outstanding
provided for such changed purchase price, additional consideration or conversion
rate, as the case may be, at the time initially granted, issued or sold,
provided that if such readjustment is an increase in the Exercise Price, such
readjustment shall not exceed the amount (as adjusted by Sections 9.1 and 9.2)
by which the Exercise Price was decreased pursuant to Section 9.2 upon the
issuance of the Option or Convertible Security. In the event that the purchase
price provided for in any such Option referred to in subsection 9.2.2.3, or
the
additional consideration (if any) payable upon the conversion or exchange of
any
Convertible Securities referred to in subsection 9.2.2.3, or the rate at which
any Convertible Securities referred to in subsection 9.2.2.3 are convertible
into or exchangeable for Shares, shall be reduced at any time under or by reason
of provisions with respect thereto designed to protect against dilution, then
in
case of the delivery of Shares upon the exercise of any such Option or upon
conversion or exchange of any such Convertible Security; the Exercise Price
then
in effect hereunder shall, upon issuance of such Shares, be adjusted to such
amount as would have obtained had such Option or Convertible Security never
been
issued and had adjustments been made only upon the issuance of the Shares
delivered as aforesaid and for the consideration actually received for such
Option or Convertible Security and the Shares, provided that if such
readjustment is an increase in the Exercise Price, such readjustment shall
not
exceed the amount (as adjusted by Sections 9.1 and 9.2) by which the Exercise
Price was decreased pursuant to Section 9.2 upon the issuance of the Option
or
Convertible Security.
9.2.3 Termination
of Option or Conversion Rights. In the event of the termination or expiration
of
any right to purchase Shares under any Option granted after the date of this
Warrant or of any right to convert or exchange Convertible Securities issued
after the date of this Warrant, the Exercise Price shall, upon such termination,
be readjusted to the Exercise Price that would have been in effect at the time
of such expiration or termination had such Option or Convertible Security,
to
the extent outstanding immediately prior to such expiration or termination,
never been issued, and the Shares issuable thereunder shall no longer be deemed
to be Shares Outstanding, provided that if such readjustment is an increase
in
the Exercise Price, such readjustment shall not exceed the amount (as adjusted
by Sections 9.1 and 9.2) by which the Exercise Price was decreased pursuant
to
Section 9.2 upon the issuance of the Option or Convertible Security. The
termination or expiration of any right to purchase Shares under any Option
granted prior to the date of this Warrant or of any right to convert or exchange
Convertible Securities issued prior to the date of this Warrant shall not
trigger any adjustment to the Exercise Price, but the Shares issuable under
such
Options or Convertible Securities shall no longer be counted in determining
the
number of Shares Outstanding on the date of issuance of this Warrant for
purposes of subsequent calculations under this Section 9.2.
9.2.4 Excluded
Shares. Notwithstanding anything herein to the contrary, the Exercise Price
shall not be adjusted pursuant to this Section 9.2 by virtue of the issuance
and/or sale of Excluded Shares, which shall mean the following: (a) Shares
issuable upon the exercise of the Warrants; (b) Shares, Options or Convertible
Securities to be issued and/or sold to employees, advisors (including, without
limitation, financial, technical and legal advisers), directors, or officers
of,
or consultants to, the Company or any of its subsidiaries pursuant to a share
grant, share option plan, share purchase plan, pension or profit sharing plan
or
other share agreement or arrangement existing as of the date hereof or approved
by the Company's Board of Directors (if any, otherwise by the Managers); (c)
the
issuance of Shares, Options and/or Convertible Securities pursuant to Options
and Convertible Securities outstanding as of the date of this Warrant; (d)
the
issuance of Shares, Options or Convertible Securities as a share dividend or
upon any subdivision or combination of Shares or Convertible Securities; (e)
the
issuance of Shares, Options or Convertible Securities in connection with
strategic partnerships or other business and/or product consolidations or joint
ventures and (f) the issuance of Shares, Options or Convertible Securities
by
the Company in connection with a contemplated equity financing currently in
progress as of the date hereof. For all purposes of this Section 9.2, all Shares
of Excluded Shares shall be deemed to have been issued for an amount of
consideration per Share equal to the initial Exercise Price (subject to
adjustment in the manner set forth in Section 9.1). In addition, if the amount
of any adjustment pursuant to this Section 9 shall be less than two cents (24)
per Warrant Share no adjustment to the Exercise Price or to the number of
Warrant Shares issuable upon the exercise of the Warrants shall be made;
provided,
9.2.5 however,
that in such case any adjustment that would otherwise be required then to be
made shall be carried forward and shall be made at the time of and together
with
the next subsequent adjustment which, together with any adjustment so carried
forward, shall amount to at least two cents (24) per Warrant Share.
9.3
Notice of Adjustment. Promptly after adjustment of the Exercise Price or any
increase or decrease in the number of Warrant Shares purchasable upon the
exercise of this Warrant, the Company shall give written notice thereof, by
first class mail, postage prepaid, addressed to the registered holder of this
Warrant at the address of such holder as shown on the books of the Company.
The
notice shall be signed by the Company's chief financial officer and shall state
(i) the effective date of the adjustment and the Exercise Price resulting from
such adjustment and (ii) the increase or decrease, if any, in the number of
Common Shares purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts
upon
which such calculation is based.
9.4 Other
Notices. If at any time: (a) the Company shall declare any cash dividend upon
its Common Shares; (b) the Company shall declare any dividend upon its Common
Shares payable in securities (other than a dividend payable solely in Common
Shares) or make any special dividend or other distribution to the holders of
its
Common Shares; (c) there shall be any consolidation or merger of the Company
with another corporation, or a sale of all or substantially all of the Company's
assets to another corporation; or (d) there shall be a voluntary or involuntary
dissolution, liquidation or winding-up of the Company; then, in any one or
more
of said cases, the Company shall give, by certified or registered mail, postage
prepaid, addressed to the registered holder of this Warrant at the address
of
such holder as shown on the books of the Company, (i) at least 15 days' prior
written notice of the date on which the books of the Company shall close or
a
record shall be taken for such dividend, distribution or subscription rights
or
for determining rights to vote in respect of any such dissolution, liquidation
or winding-up; (ii) at least 10 days' prior written notice of the date on which
the books of the Company shall close or a record shall be taken for determining
rights to vote in respect of any such reorganization, reclassification,
consolidation, merger or sale, and (iii) in the case of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, at least 15 days' written notice of the date when the same shall
take place. Any notice given in accordance with clause (i) above shall also
specify, in the case of any such dividend, distribution or option rights, the
date on which the holders of Common Shares shall be entitled thereto. Any notice
given in accordance with clause (iii) above shall also specify the date on
which
the holders of Common Shares shall be entitled to exchange their Common Shares
for securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up, as the case may be. If the Holder of the Warrant does not exercise
this Warrant prior to the occurrence of an event described above, except as
provided in Sections 9.1 and 9.5, the Holder shall not be entitled to receive
the benefits accruing to existing holders of the Common Shares in such event.
9.5 Changes
in Common Shares. In case at any time the Company shall be a party to any
transaction (including, without limitation, a merger, consolidation, sale of
all
or substantially all of the Company's assets or recapitalization of the Common
Shares) in which the previously outstanding Common Shares shall be changed
into
or exchanged for different securities of the Company or common stock or other
securities of another corporation or interests in a non-corporate entity or
other property (including cash) or any combination of any of the foregoing
(each
such transaction being herein called the "Transaction" and the date of
consummation of the Transaction being herein called the "Consummation Date"),
then, as a condition of the consummation of the Transaction, lawful and adequate
provisions shall be made so that each Holder, upon the exercise hereof at any
time on or after the Consummation Date, shall be entitled to receive, and this
Warrant shall thereafter represent the right to receive, in lieu of the Common
Shares issuable upon such exercise prior to the Consummation Date, the highest
amount of securities or other property to which such Holder would actually
have
been entitled as a holder of an Common Shares upon the consummation of the
Transaction if such Holder had exercised such Warrant immediately prior thereto.
The provisions of this Section 9.5 shall similarly apply to successive
Transactions.
10.
Exchange and Replacement of Warrant Certificate. The Warrant Certificate is
exchangeable without expense, upon the surrender thereof by the registered
Holder at the principal executive office of the Company, for a new Warrant
Certificate of like tenor and date representing in the aggregate the right
to
purchase the same number of Warrant Shares in such denominations as shall be
designated by the Holder thereof at the time of such surrender. Upon receipt
by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of the Warrant Certificate, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of the Warrants, if mutilated, the Company
will make and deliver a new Warrant Certificate of like tenor, in lieu thereof.
11.
Elimination of Fractional Interests. The Company shall not be required to issue
certificates representing fractions of Common Shares upon the exercise of the
Warrants, nor shall it be required to issue scrip or pay cash in lieu of
fractional interests, it being the intent of the parties that all fractional
interests shall be eliminated by rounding any fraction up to the nearest whole
number of Common Shares or Other Securities.
12.
Reservation of Securities. The Company shall at all times reserve and keep
available out of its authorized Common Shares, solely for the purpose of
issuance upon the exercise of the Warrants, such number of Common Shares or
Other Securities as shall be issuable upon the exercise thereof. The Company
covenants and agrees that, upon exercise of the Warrants and payment of the
Exercise Price therefor, all Common Shares or Other Securities issuable upon
such exercise shall be duly and validly issued, fully paid, non-assessable
and
not subject to the preemptive rights of any holder of Common Shares.
13.
Notices to Warrant Holder. Except as otherwise provided in Section 9.4, nothing
contained in this Agreement shall be construed as conferring upon the Holder
by
virtue of his holding the Warrant the right to vote or to consent or to receive
notice as a holder of Common Shares in respect of any meetings of such holders
for the election of directors or any other matter, or as having any rights
whatsoever as such a holder of the Company.
14.
Notices. All notices, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made and sent when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to the registered Holder of the Warrants, to the address of such Holder
as shown on the books of the Company; or (b) If to the Company, to the address
set forth in Section 4 hereof or to such other address as the Company may
designate by notice to the Holder.
15.
Supplements and Amendments. The Company and Holder may from time to time
supplement or amend this Agreement in order to cure any ambiguity, to correct
or
supplement any provision contained herein which may be defective or inconsistent
with any provisions herein, or to make any other provisions in regard to matters
or questions arising hereunder which the Company and Holder may deem necessary
or desirable.
16.
Successors. All the covenants and provisions of this Agreement shall be binding
upon and inure to the benefit of the Company, the Holder and their respective
successors and assigns hereunder.
17.
Termination. This Agreement shall terminate at the close of business on the
tenth anniversary of the issuance of the Warrants.
18.
Governing Law. This Agreement and the Warrant Certificate issued hereunder
shall
be deemed to be a contract made under the laws of the State of Nevada and for
all purposes shall be construed in accordance with the laws of the State of
Nevada without giving effect to the rules of the State of Nevada governing
the
conflicts of laws.
19.
Entire Agreement; Modification. This Agreement contains the entire understanding
between the parties hereto with respect to the subject matter hereof and may
not
be modified or amended except by a writing duly signed by the party against
whom
enforcement of the modification or amendment is sought.
20.
Severability. If any provision of this Agreement shall be held to be invalid
or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.
21.
Captions. The caption headings of the Sections of this Agreement are for
convenience of reference only and are not intended, nor should they be construed
as, a part of this Agreement and shall be given no substantive effect.
22.
Benefits of this Agreement. Nothing in this Agreement shall be construed to
give
to any person or corporation other than the Company and Holder any legal or
equitable right, remedy or claim under this Agreement; and this Agreement shall
be for the sole and exclusive benefit of the Company and Holder.
23.
Counterparts. This Agreement may be executed in any number of counterparts
and
each of such counterparts shall for all purposes be deemed to be an original,
and such counterparts shall together constitute but one and the same instrument.
IN
WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be
duly executed, as of the day and year first above written.
Very
truly yours,
Resolve
Staffing, Inc.
By:
_/s/
Xxx Heineman______________________________
Xxx
Xxxxxxxx, President
ACCEPTED
AND AGREED TO: HOLDER:
_/s/
Xxxxx Benwell___________________________________
Arrow
Clocktower Global Fund
000
X.
Xxxxxxx Xx., Xxxxx 000
Xxxxxxx
Xxxxx, XX 00000
Social
Security/Tax I.D. No.: ______________
Resolve
Staffing, Inc.
SCHEDULE
I
|
Investor
(Name)
|
Number
of Warrant Shares
|
Exercise
Price
|
|
Arrow
Clocktower Global Fund
|
175,000
|
$2.00
|
|
Arrow
Clocktower Global Fund
|
175,000
|
$3.00
|
[FORM
OF WARRANT CERTIFICATE]
THE
WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON
EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
(ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE
UNDER
THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF
COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE
ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
EXERCISABLE FROM OCTOBER 1, 2006 UNTIL 5:30 P.M., NEW YORK TIME, SEPTEMBER
30,
2008.
WARRANT
CERTIFICATE
This
Warrant Certificate certifies that or his/her registered assigns ("Holder"),
is
the registered holder of 350,000
Warrants
to purchase initially at any time from October 1, 2006, until 5:30 p.m. New
York
time on September 30, 2008 ("Expiration Date"), up to 350,000
fully-paid and non-assessable shares of common stock, par value $.0001 per
share
("Common Shares") of Resolve Staffing, Inc., a Nevada corporation (the
"Company"), at an initial exercise price, subject to adjustment in certain
events (the "Exercise Price"), equal to 175,000
Warrants
at $2.00 per Common Share and 175,000
Warrants
at $3.00 per Common Share, upon surrender of this Warrant Certificate and
payment of the initial exercise price at an office or agency of the Company,
but
subject to the conditions set forth herein and in the Warrant Agreement dated
as
of the date hereof between the Company and Holder (the "Warrant Agreement").
Payment of the Exercise Price shall be made by certified check or official
bank
check payable to the order of the Company. No Warrant may be exercised after
5:30 p.m., New York time, on the Expiration Date, at which time all Warrants
evidenced hereby, unless exercised prior thereto, shall thereafter be void.
The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants issued pursuant to the Warrant Agreement, which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and
the
Holder (the word "Holder" meaning the registered holder) of the Warrants. The
Warrant Agreement provides that upon the occurrence of certain events the
Exercise Price and the type and/or number of the Company's securities issuable
thereupon may, subject to certain conditions, be adjusted. In such event, the
Company will, at the request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and the number and/or type
of
securities issuable upon the exercise of the Warrants; provided, however, that
the failure of the Company to issue such new Warrant Certificate shall not
in
any way change, alter, or otherwise impair, the rights of the holder as set
forth in the Warrant Agreement. Upon due presentment for registration of
transfer of this Warrant Certificate at an office or agency of the Company,
a
new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in
the aggregate a like number of Warrants shall be issued to the transferee(s)
in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax
or
other governmental charge imposed in connection with such transfer. Upon the
exercise of less than all of the Warrants evidenced by this Certificate, the
Company shall forthwith issue to the holder hereof a new Warrant Certificate
representing such number of unexercised Warrants. The Company may deem and
treat
the registered holder(s) hereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, and of any distribution
to the holder(s) hereof, and for all other purposes, and the Company shall
not
be affected by any notice to the contrary. All terms used in this Warrant
Certificate which are defined in the Warrant Agreement shall have the meanings
assigned to them in the Warrant Agreement.
IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly
executed.
Dated
as
of ________________, 2006
Resolve
Staffing, Inc.
/s/Xxx
Heineman______________________
By:
Xxx
Xxxxxxxx, President
[FORM
OF ELECTION TO EXERCISE]
The
undersigned hereby irrevocably elects to exercise the right, represented by
this
Warrant Certificate, to purchase ____________ Common Shares and herewith tenders
in payment for such securities a certified check or official bank check payable
to the order of Resolve Staffing, Inc. in the amount of $___________, all in
accordance with the terms of Section 4 of the Warrant Agreement dated as of
September 26, 2006, between Resolve Staffing, Inc. and the undersigned (or
its
assignor). The undersigned requests that a certificate for such securities
be
registered in the name of _______________________________ whose address is
__________________________________ and that such Certificate be delivered to
whose address is __________________________________.
Dated:
Signature:________________________
SSN:__________________________
(Signature
must conform in all respects to name of holder as specified on the face of
the
Warrant Certificate.) (Insert Social Security or Other Identifying Number of
Holder)
[FORM
OF ASSIGNMENT]
(To
be
executed by the registered holder if such holder desires to transfer the Warrant
Certificate.)
FOR
VALUE
RECEIVED ____________________________ hereby sells, assigns and transfers unto
(Please print name and address of transferee) this Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint Attorney, to transfer the within Warrant Certificate
on
the books of the within-named Company, with full power of substitution.
Dated:
________________
Signature:________________________
SSN:__________________________
(Signature
must conform in all respects to name of holder as specified on the face of
the
Warrant Certificate)
(Insert
Social Security or Other Identifying Number of Assignee)
