Exhibit 4.2 - Specimen Redeemable Unit Warrant Agreement
Total Units Purchased: _________
Issue Date: ________, 2007
THIS REDEEMABLE UNIT WARRANT REPRESENTS
THE RIGHT TO PURCHASE SHARES OF THE COMMON STOCK OF
Xxxxxx'x Collectibles, Inc.
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Each Unit Offered @ $15 per Unit -
consists of 300 Redeemable Warrants
[300 Common Shares On Conversion]
FOR VALUE RECEIVED, Xxxxxx'x Collectibles, Inc., a Florida
corporation (the "Issuer") promises to
sell and deliver to ____________________________(the "Holder")
the following stated number of shares of the ($0.001 par
value) Common Stock of the Issuer, upon the payment by the
Holder to the Issuer at the "Exercise Price", as herein defined,
payable in U.S. funds accepted subject to collection.
___________ Common Stock Purchase Warrants - Each Warrant is
exercisable at any time prior to its termination on the fifth
anniversary of the Effective Date of the SB-2 Registration
Statement, and is convertible into One share of Common Stock upon
payment of the Exercise Price of $6.00 per share.
Redemption. The Warrants composing the Unit Warrant are
severally and or jointly redeemable by the Issuer as provided
herein.
NOTICE: This Unit Warrant, and the securities issuable upon its
exercise (in whole or in part) have been sold to the Holder
pursuant to the Form SB-2 Registration Statement filed with, and
declared effective by the Securities and Exchange Commission. The
Unit Warrant and the underlying shares upon conversion, may be
freely sold, transferred or otherwise disposed of subject to
applicable state securities laws, while they are the subject of
an effective registration statement. The Company agrees to use
its best efforts to keep current at all times during the
unexpired term of this Unit Warrant. Except in the event of
redemption or partial exercise, the Warrants are inseparable.
Registered Warrant Holder:
Name: ________________________________
Address: ________________________________
SS/Tax ID#: _____________________________
1. Warrant Exercise. The Holder shall be entitled to purchase
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up to the stated number of Common shares of the Issuer, at any
time from the date of this Agreement, until the appropriate
Expiration Date, as herein defined. To exercise this Unit
Warrant, whether in whole or in part, the Holder shall tender
payment in U.S. funds, to the Issuer for the Exercise Price per
share, as hereinafter described, multiplied by the number of
shares being purchased. A properly completed Form Of Exercise
together with this Original Unit Warrant shall accompany the
Holder's payment.
1.1 Cashless Exercise on Contemporaneous Public Sale of
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Shares: The underlying shares may be issued and delivered to a
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securities brokerage firm for the Holder's account, on the basis
of a Promissory Note duly executed by the Holder - in the sole
discretion of the Issuer; provided that the Holder shall
contemporaneously provide the Issuer with a noncancellable duly
executed Payment Instruction directing that upon the settlement
date from a public sale of the shares the appropriate funds
computed at the Exercise Price per share, shall be wired by the
executing brokerage firm directly to the Issuer's bank or
brokerage account.
1.2 Partial Exercise: If an exercise is for less than the
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aforesaid total shares, this Unit Warrant shall automatically be
adjusted to reflect the remaining balance, or at the Issuer's
option, a revised Agreement may be issued.
2. Exercise Price: The "Exercise Price" for the conversion of
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the Warrants shall be $6.00 per share.
3. SEC Registration. The Warrants and their underlying shares
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have been sold to the Holder pursuant to an SB-2 Registration
Statement declared effective by the Securities and Exchange
Commission on _____________ 2007; as such the Warrants and the
shares are free from trading restrictions otherwise imposed under
the Act. The Warrants may not be exercised, resold or otherwise
transferred if there is no effective SEC registration statement
covering the underlying shares.
4. Inseparability of Warrants. The Warrants shall be inseparable
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except in the event of redemption by the Issuer, or upon exercise
by the holder, as hereinafter defined.
5. Stockholders Rights. Possession or ownership of this Unit
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Warrant, does not vest any voting or other shareholder rights
with the Holder.
6. Anti-Dilution Provisions. The number of shares, which may be
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issuable hereunder, shall be proportionately decreased if a
reverse stock split or other such reclassification is declared.
The shares issuable hereunder shall be proportionately increased
in the event that the Issuer causes to be issued more shares as a
stock dividend, forward split, issuance of shares for
consideration other than cash or other valuable assets; or any
other reclassification is declared. The Exercise Price shall be
commensurately adjusted to reflect such recapitalization. In the
event that all shareholders are granted the right to purchase
additional shares such event shall be treated as a stock dividend
as relates to the Holders anti-dilutive rights.
7. Successor Corporation. All rights granted to the Holder
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hereof shall survive any merger, consolidation or other business
combination of the Issuer with another "successor" entity. The
Holder shall have the same anti-dilutive rights in such case, in
the securities of the new entity.
8. Exercise Price Adjustments. Upon the occurrence of each event
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requiring an adjustment in the Exercise Price, or the number of
underlying shares, the Issuer shall give prompt written notice,
setting forth the computation used to arrive at the adjusted
price or number of underlying shares. The Issuer's Chief
Financial Officer or the Issuer's accountants shall make the
computations. Such computations shall be conclusive and binding
upon the Holder unless written objection is given to the Issuer,
within fourteen days from the date of the Issuer's initial
adjustment notice.
9. Dissolution Or Liquidation of the Issuer. In the event that
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the Issuer is dissolved, or otherwise liquidates a substantial
portion (i.e., 60% or more) of its assets with the intent to make
a distribution to shareholders of the proceeds there from
(including the sale of assets of a wholly-owned subsidiary) the
Holder shall be entitled, after proper exercise of the Warrants,
in whole or in part, to participate in the distribution on the
same terms and conditions as are all of the other shareholders.
In such event, the Issuer shall give 30 days written notice to
the Holder. Failure of the Holder to exercise within 30 days from
the date of the Issuer's notice shall cause all such rights in
the Warrants to terminate. The Issuer may finalize the intended
transaction but it may not make any shareholder distribution
during the 30-day notice period.
10. Non-Adjustment Events. It is acknowledged and agreed that no
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price or quantity adjustments shall be required in the event that
the Issuer issues additional shares of its common stock: a) upon
the exercise of warrants or options granted previously to the
date hereof; b) pursuant to any stock option plan or employee
benefit plan; c) in exchange for good and valuable assets,
including an operating entity; or d) for any purpose in
connection with debt or equity offerings.
11. Redemption. The Warrants composing the Unit Warrant are
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severally and or jointly redeemable by the Issuer at any time
after if within five days of Notice, there have been at least ten
successive trading days during which the average market "bid"
price of the Issuer's publicly trading shares is $6.60 or
greater. At anytime after issuance If there is no public trading
market for the Issuer's shares or in the event that there is no
effective registration statement, the Issuer may at its option
call for a full or partial redemption. In all circumstances, the
redemption price shall be $0.05 per Warrant.
12. Available Shares. The Issuer agrees to reserve and keep
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available out of its authorized, and unissued capital shares,
sufficient shares to cover the exercise of all of the shares
covered by this Unit Warrant. Further, that upon issuance, such
shares shall be validly issued, fully paid and non-assessable.
13. Miscellaneous.
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13.1 Loss of Unit Warrant Agreement. In the event of the loss
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by destruction or mutilation of this document, upon written
request the Issuer shall execute and deliver a new Warrant
Agreement in exchange for and upon the surrender and cancellation
of such mutilated or defaced Unit Warrant. If the Unit Warrant
was lost or stolen, the Issuer may, at its option, as a condition
to the delivery of a new Unit Warrant, require that the Holder
provide the Issuer with satisfactory indemnity. The Holder may be
required to post a surety bond to protect the Issuer from
conflicting claims.
13.2 Record Owner. At the time this Unit Warrant is surrendered
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for exercise, together with the completed Form of Exercise and
the monetary consideration required, the person so exercising
shall be deemed to be the Holder of record, notwithstanding that
the stock transfer books of the Issuer shall then be closed, or
that certificates representing such securities shall not then be
actually delivered to such person. In the event of a dispute
regarding the ownership of the rights to exercise under this Unit
Warrant, unless and until the Issuer has received a duly executed
Assignment, with appropriate medallion signature guarantee, the
Issuer shall recognize the record holder as the valid owner. No
third party shall have any claim whatsoever against the Issuer in
the absence of such properly executed Assignment.
13.3 Fractional Shares. Fractional shares shall not be issued
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under any circumstance. The Holder may elect to remit additional
funds to obtain the next full share, or the Issuer may reimburse
the Holder for such fractional amount. Other than if an adjusting
event occurs, Issuer shall not issue more shares than the maximum
quantity indicated on the first page hereof.
13.4 Notices. In the event of a Call for Redemption the Issuer
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shall give 30 days written notice to the Holder. Failure of the
Holder to exercise within 30 days from the date of the Issuer's
notice shall operate as a termination of all rights in the
Warrants, other than to receive the exercise price. The Issuer
may finalize the intended transaction but shall not make any
shareholder distribution during the 30-day notice period. All
notices required hereunder shall be in writing, delivered by
certified, registered or express mail or by overnight private
carrier or personal delivery, with proof of delivery required, to
the address of record of the party being noticed. All time
periods to be determined under notice shall be so counted from
the actual date of mailing.
13.5 Best Efforts. Prior to the Expiration Date, as long as
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Warrants remain outstanding, the Issuer shall use its best
efforts to keep current its SB-2 registration covering the
Warrants and the underlying shares.
13.6 Stock Issuance Taxes. The Issuer shall bear full
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responsibility for payment of any federal or state stock issuance
taxes, which may be required.
13.7 Entire Binding Agreement. This Unit Warrant represents the
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entire agreement between the parties. No change, alteration, or
other modification hereof may be made except by a further written
agreement, duly executed by the parties hereto. No oral agreement
or understanding, express or implied, shall invalidate, empower
or affect this written Agreement. By acceptance of this Unit
Warrant, the Holder agrees to be bound by all of its terms and
conditions.
13.8 Expiration Date. Unless extended by Issuer's Board of
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Directors the Warrants expire at the close of business on the
fifth anniversary of the Effective Date of the Issuer's SB-2
Registration Statement pursuant to which this Unit Warrant was
issued and sold.
13.9 Captions. The paragraph captions are for information
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purposes only.
13.10 Controlling Law. This Unit Warrant shall be governed by
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and construed in accordance with the laws of the State of
Florida.
IN WITNESS WHEREOF, the Issuer, by its duly authorized officers
has executed this Unit Warrant as of the _____ day of
___________, 2007.
Xxxxxx'x Collectibles, Inc. ATTEST:
By:________________________ By: _______________________
Xxxxxx Xxxxxxxxx, President Xxxx X. Xxxxxx, Secretary
ELECTION TO PURCHASE
To: Xxxxxx'x Collectibles, Inc.
The Undersigned hereby irrevocably elects to exercise
_______________ Redeemable Warrants as evidenced by the Unit
Warrant dated _________, 2007, and to purchase __________ shares
of Common Stock at the per share price of Six Dollars ($6.00)
issuable upon the exercise of said Warrants.
If the said number of Warrants shall not be all of the Warrants
evidenced by the subject Unit Warrant, the Unit Warrant shall be
appropriately noted and remain valid for the remaining balance of
such Warrants. Payment of the aggregate exercise price in the
amount of $__________ is made herewith, or by the authorized Note
Payable duly executed and presented herewith.
Please issue the shares as follows:
Name: _______________________________________
Address: ______________________________________
City: ______________State:_____ Zip:_______
Tax ID/SS#: _____________________
Dated, _______________, 200__
Signature: ___SPECIMEN DOCUMENT___
Medallion Signature Guarantee:
____________________________________________
Required If Shares Are To Be Registered In A
Name Other Than The Named Warrant Holder
