COMMON STOCK PURCHASE WARRANT To Purchase up to 125,000 of Common Stock of UKARMA CORPORATION March 29, 2007
Exhibit
10.18
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
To
Purchase up to 125,000 of Common Stock of
UKARMA
CORPORATION
March
29,
2007
THIS
COMMON STOCK PURCHASE WARRANT CERTIFIES that, for value received, XXXX XXXXXX
(the "Holder"),
is
entitled, upon the terms and subject to the limitations on vesting and exercise
and the conditions hereinafter set forth, at any time after the date hereof
(the
"Initial Exercise
Date")
and
until five (5) years from such date (the "Termination
Date"),
but not
thereafter, to subscribe for and purchase from UKARMA CORPORATION, a Nevada
corporation (the "Company"),
125,000
shares (the "Warrant
Shares")
of
Common Stock, par value $.001 per share, of the Company (the "Common
Stock").
The
purchase price of one share of Common Stock under this Warrant shall be
TWENTY-FIVE CENTS ($.25) (the "Exercise
Price")
subject
to adjustment hereunder. The Exercise Price and the number of Warrant Shares
for
which the Warrant is exercisable shall be subject to adjustment as provided
herein.
1. Title
to Warrant.
Prior to
the Termination Date and subject to compliance with applicable laws and Section
7 of this Warrant, this Warrant and all rights hereunder are transferable,
in
whole or in part, at the office or agency of the Company by the Holder in person
or by duly authorized attorney, upon surrender of this Warrant together with
the
Assignment Form annexed hereto properly endorsed. The transferee shall sign
an
investment letter in form and substance reasonably satisfactory to the
Company.
2. Authorization
of Shares.
The
Company covenants that all Warrant Shares which may be issued upon the exercise
of the purchase rights represented by this Warrant will, upon exercise of the
purchase rights represented by this Warrant, be duly authorized, validly issued,
fully paid and nonassessable and free from all taxes, liens and charges in
respect of the issue thereof (other than taxes in respect of any transfer
occurring contemporaneously with such issue).
3. Exercise
of Warrant.
(a)
Except as provided in Section 4 herein, exercise of the purchase rights
represented by this Warrant that have vested may be made at any time or times
on
or after the Initial Exercise Date and on or before the Termination Date by
the
surrender of this Warrant and the Notice of Exercise Form annexed hereto duly
executed, at the office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered Holder at
the
address of such Holder appearing on the books of the Company) and upon payment
of the Exercise Price of the shares thereby purchased
by wire transfer or cashier's check drawn on a United States bank, the Holder
shall be entitled to receive a certificate for the number of Warrant Shares
so
purchased. Certificates for shares purchased hereunder shall be delivered to
the
Holder within five (5) business days after the date on which this Warrant shall
have been exercised as aforesaid.
1
(b)
If
this Warrant shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant Shares,
deliver to Holder a new Warrant evidencing the rights of Holder to purchase
the
unpurchased Warrant Shares called for by this Warrant, which new Warrant shall
in all other respects be identical with this Warrant.
(d)
In
case any Warrant Shares are issued upon the exercise in whole or in part of
this
Warrant or are thereafter transferred, in either case under such circumstances
that no registration under the Securities Act is required, each certificate
representing such shares shall bear on the face or reverse side thereof the
following legend.
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER STATE
SECURITIES LAWS, IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION PROVIDED UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAWS. NO TRANSFER OF THESE SECURITIES
OR
ANY INTEREST THEREIN MAY BE MADE EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR
AN
EXEMPTION THEREFROM.
The
Company, the holder hereof and each holder of Warrant Shares issuable upon
the
exercise hereof shall cooperate with each other in supplying such information
as
may be necessary for any of such parties to complete and file any information
reporting forms presently or hereafter required by the Securities and Exchange
Commission or any commissioner or other authority administering the blue sky
or
securities laws of any jurisdiction where Shares are proposed to be
sold.
4. No
Fractional Shares or Scrip.
No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. As to any fraction of a share which Holder would
otherwise be entitled to purchase upon such exercise, the Company shall pay
a
cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Exercise Price.
5. Charges,
Taxes and Expenses.
Issuance
of certificates for Warrant Shares shall be made without charge to the Holder
for any issue or transfer tax or other incidental expense in respect of the
issuance of such certificate, all of which taxes and expenses shall be paid
by
the Company, and such certificates shall be issued in the name of the Holder
or
in such name or names as may be directed by the Holder; provided, however,
that in
the event certificates for Warrant Shares are to be issued in a name other
than
the name of the Holder, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the Holder;
and the Company may require, as a condition thereto, the payment of a sum
sufficient to reimburse it for any transfer tax incidental thereto.
6. Closing
of Books.
The
Company will not close its stockholder books or records in any manner which
prevents the timely exercise of this Warrant, pursuant to the terms
hereof
2
7.
Transfer.
(a) Subject
to compliance with any applicable securities laws and the conditions set forth
in Sections 1 and 7(c) hereof, this Warrant and all rights hereunder are
transferable, in whole or in part, upon surrender of this Warrant at the
principal office of the Company, together with a written assignment of this
Warrant substantially in the form attached hereto duly executed by the Holder
or
its agent or attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in
the
name of the assignee or assignees and in the denomination or denominations
specified in such instrument of assignment, and shall issue to the assignor
a
new Warrant evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled.
(b) The
Company agrees to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.
(c) If,
at
the time of the surrender of this Warrant in connection with any transfer of
this Warrant, the transfer of this Warrant shall not be registered pursuant
to
an effective registration statement under the Securities Act and under
applicable state securities or blue sky laws, the Company may require, as a
condition of allowing such transfer (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions
of
counsel in comparable transactions) to the effect that such transfer may be
made
without registration under the Securities Act and under applicable state
securities or blue sky laws, (ii) that the holder or transferee execute and
deliver to the Company an investment letter in form and substance acceptable
to
the Company and (iii) that the transferee be an "accredited investor" as defined
in Rule 501(a) promulgated under the Securities Act.
8.
No
Rights as Shareholder until Exercise.
This
Warrant does not entitle the Holder to any voting rights or other rights as
a
shareholder of the Company prior to the exercise hereof and issuance of the
Warrant Shares by the Company.
9.
Loss,
Theft, Destruction or Mutilation of Warrant.
The
Company covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this Warrant
or any stock certificate relating to the Warrant Shares, and in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate
of like tenor and dated as of such cancellation, in lieu of such Warrant or
stock certificate.
10.
Saturdays,
Sundays, Holidays, etc.
If the
last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday, Sunday or a legal holiday,
then such action may be taken or such right may be exercised on the next
succeeding day not a Saturday, Sunday or legal holiday.
11.
Adjustments of Exercise Price and Number of Warrant Shares. The number
and kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of any of the following. In case the Company shall (i) pay a dividend
in shares of Common Stock or make a distribution in shares of Common Stock
to
holders of its outstanding Common Stock, (ii) subdivide its outstanding shares
of Common Stock into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of Common Stock, or
(iv)
issue any shares of its capital stock in a reclassification of the Common Stock,
then the number of Warrant Shares purchasable upon exercise of this Warrant
immediately prior thereto shall
be
adjusted so that the Holder shall be entitled to receive the kind and number
of
Warrant Shares or other securities of the Company which it would have owned
or
have been entitled to receive had such Warrant
been exercised in advance thereof. Upon each such adjustment of the kind and
number of Warrant
Shares
or other securities of the Company which are purchasable hereunder, the Holder
shall thereafter be entitled to purchase the number of Warrant Shares or other
securities resulting from such adjustment at an Exercise Price per Warrant
Share
or other security 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 by the number
of Warrant Shares or other securities of the Company purchasable hereunder
immediately after such adjustment. An adjustment made pursuant to this paragraph
shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.
3
12. Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets.
In case
the Company shall reorganize its capital, reclassify its capital stock,
consolidate or merge with or into another corporation (where the Company is
not
the surviving corporation or where there is a change in or distribution with
respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock
of
the successor or acquiring corporation ("Other
Property"),
are to
be received by or distributed to the holders of Common Stock of the Company,
then the Holder shall have the right thereafter to receive, at the option of
the
Holder, upon exercise of this Warrant, the number of shares of Common Stock
of
the successor or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of such
reorganization, reclassification, merger, consolidation or disposition of assets
by a Holder of the number of shares of Common Stock for which this Warrant
is
exercisable immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or acquiring corporation (if other than the Company) shall expressly assume
the
due and punctual observance and performance of each and every covenant and
condition of this Warrant to be performed and observed by the Company and all
the obligations and liabilities hereunder, subject to such modifications as
may
be deemed appropriate (as determined in good faith by resolution of the Board
of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes
of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into
or
exchangeable for any such stock, either immediately or upon the arrival of
a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions
of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of
assets.
13. Voluntary
Adjustment by the Company.
The
Company may at any time during the term of this Warrant reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate
by
the Board of Directors of the Company.
14. Notice
of Adjustment.
Whenever
the number of Warrant Shares or number or kind of securities or other property
purchasable upon the exercise of this Warrant or the Exercise Price is adjusted
and such adjustment results in an increase or decrease of at least five percent
(5%) or more in the aggregate from the number of Warrant Shares or Exercise
Price of which the Holder was last notified by the
Company (or if not notifications of adjustment have been occurred, then from
the
number of Warrant Shares or Exercise Price set forth herein), the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.
4
15. Authorized
Shares.
The
Company covenants that during the period the Warrant is outstanding, it will
reserve from its authorized and unissued Common Stock a sufficient number of
shares to provide for the issuance of the Warrant Shares upon the exercise
of
any purchase rights under this Warrant. The Company will take all such
reasonable action as may be necessary to assure that such Warrant Shares may
be
issued as provided herein without violation of any applicable law or regulation,
or of any requirements of the trading market upon which the Common Stock may
be
listed.
16. Miscellaneous.
(a) Governing
Law; Dispute.
This
Warrant shall be interpreted and enforced in accordance with the laws of the
State of New York applicable to agreements made and to be performed wholly
within such jurisdiction, notwithstanding any choice of law principles, statutes
or rules to the contrary. If any action
is
brought to enforce or interpret any part of this Warrant, the prevailing party
in such action shall be
entitled
to recover as an element of such party's costs of suit, and not as damages,
its
attorney's fee in such action. Any rule of law or any legal decision that would
require interpretation of any ambiguities in this Warrant against the drafting
party is of no application and is hereby expressly waived.
(b) Restrictions.
The
Holder acknowledges that the Warrant Shares acquired upon the exercise of this
Warrant, if not registered, will have restrictions upon resale imposed by state
and federal securities laws.
(c) Nonwaiver
and Expenses.
No
course of dealing or any delay or failure to exercise any right hereunder on
the
part of Holder shall operate as a waiver of such right or otherwise prejudice
Xxxxxx's rights, powers or remedies, notwithstanding all rights hereunder
terminate on the Termination Date.
(d) Notices.
Any
notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be delivered to the address indicated in
the
Company's records for the Holder, which may be updated from time to time by
written notice from the Holder to the Company.
(e) Limitation
of Liability.
No
provision hereof, in the absence of any affirmative action by Holder to exercise
this Warrant or purchase Warrant Shares, and no enumeration herein of the rights
or privileges of Holder, shall give rise to any liability of Holder for the
purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the
Company.
(f) Successors
and Assigns.
Subject
to applicable securities laws, this Warrant and the rights and obligations
evidenced hereby shall inure to the benefit of and be binding upon the
successors of the Company and the successors and permitted assigns of
Holder.
(g) Amendment.
This
Warrant may be modified or amended or the provisions hereof waived with the
written consent of the Company and the Holder.
5
(h) Severability.
Wherever
possible, each provision of this Warrant shall be interpreted in such manner
as
to be effective and valid under applicable law, but if any provision of this
Warrant shall be prohibited by or invalid under applicable law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.
(i) Headings.
The
headings used in this Warrant are for the convenience of reference only and
shall not, for any purpose, be deemed a part of this Warrant.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.
Dated:
March 29, 2007
|
UKARMA
CORPORATION
|
|||
| By: | |||
|
Xxxx
Xxxxxxx, Director
|
6
NOTICE
OF EXERCISE
To: uKarma
Corporation
(1) The
undersigned hereby elects to purchase
Warrant
Shares of uKarma Corporation pursuant to the terms of the attached Warrant,
and
tenders herewith payment of the exercise price in full, together with all
applicable transfer taxes, if any.
(2) Please
issue a certificate or certificates representing said Warrant Shares in the
name
of the undersigned or in such other name as is specified below:
| Name: | ||
| Address: | ||
| SS or Tax ID number: |
The
Warrant Shares shall be delivered to the following:
| [Warrant holder] | ||
| |
|
|
| By: | ||
|
Name: Title:
|
||
|
Dated:
|
||
ASSIGNMENT
FORM
(To
assign the foregoing warrant, execute this form and supply required information.
Do not use this form to exercise the warrant.)
FOR
VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to
___________________________________________________
whose
address is
________________________________________________________________
________________________________________________________________
|
Dated:
|
||
| Xxxxxx's Signature: | ||
| Holder's Address: | ||
Signature
Guaranteed:
NOTE:
The
signature to this Assignment Form must correspond with the name as it appears
on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust company. Officers of
corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.
