Exhibit A to Warrant Agency Agreement
dated , 1999
NUMBER
W-A WARRANTS
VOID AFTER 5:00 P.M., UTAH TIME,
ON JUNE 30, 2002
CERTIFICATE FOR WARRANTS
FOR THE PURCHASE OF COMMON STOCK, $.001 PAR VALUE, OF
GOURMET HERB GROWERS, INC.
Incorporated Under The Laws Of The State of Nevada
CUSIP N
THIS WARRANT CERTIFICATE CERTIFIES THAT, for value received,
or its registered assigns ("Holder"), is the registered holder of
the number of warrants (Warrants) set forth above, issued by
Gourmet Herb Growers, Inc., a Nevada corporation ("Company").
This Warrant Certificate is issued under and subject to all of
the terms, provisions and conditions of the Warrant Agency
Agreement, dated as of , 1999 the ("Warrant
Agreement"), between the Company and Interwest Transfer Company,
Inc. (the "Warrant Agent"), to all of which terms, provisions and
conditions the holder of this Warrant consents by acceptance
hereof. The Warrant Agreement is incorporated herein by reference
and made a part hereof, and reference is made to the Warrant
Agreement for a full description of the rights, limitations of
rights, obligations, duties and immunities of the Warrant Agent,
the Company and the Holders of the Warrant Certificates. Copies of
the Warrant Agreement are available for inspection at the offices
of the Warrant Agent at 1981 East 0000 Xxxxx, Xxxxx 000, Xxxx Xxxx
Xxxx, Xxxx 00000, or may be obtained upon written request addressed
to the Company at 0000 Xxxxxx'x Xxx, Xxxx Xxxx Xxxx, Xxxx 00000.
Each Warrant entitles the Holder thereof to purchase from the
Company, subject to the terms and conditions set forth hereinafter
and in the Warrant Agreement, one (1) fully paid and nonassessable
share of common stock, $.001 par value, of the Company ("Common
Stock") upon presentation and surrender of this Warrant Certificate
with the exercise form hereon duly completed and executed, at any
time prior to 5:00 p.m., Utah time, on June 30, 2002 ("Exercise
Period"), at the stock transfer office of the Warrant Agent or of
any successor warrant agent or, if there be no successor warrant
agent, at the corporate offices of the Company, and upon payment of
$1.00 per share of Common Stock ("Purchase Price") and any
applicable taxes paid either in cash, or by certified or official
bank check, payable in lawful money of the United States of America
to the order of the Company. The Holder may exercise all or any
whole number of Warrants evidenced hereby. The Purchase Price and
the number of shares of Common Stock issuable upon exercise of a
Warrant are subject to adjustment in certain events specified in
the Warrant Agreement.
The purchase rights represented by this Warrant Certificate
shall not be exercisable with respect to a fraction of a share of
Common Stock. As to any fractions of a share which would otherwise
be purchasable on the exercise of a Warrant, the Company shall pay
the cash value thereof determined as provided in the Warrant
Agreement. In case of the purchase of less than all the shares
purchasable under this Warrant Certificate, the Company shall
cancel this Warrant Certificate upon the surrender hereof and shall
execute and deliver a new Warrant Certificate of like tenor for the
balance of shares purchasable hereunder.
This Warrant Certificate shall not entitle the holder hereof
to any voting rights or other rights as a shareholder of the
Company, or to any other rights whatsoever except the rights herein
expressed and such as are set forth, and no dividends shall be
payable or shall accrue in respect of the Warrants represented by
this Warrant Certificate except to the extent that such Warrants
shall be exercised.
Upon 30 days' prior written notice, the Company may at any
time redeem all or any portion of the outstanding Warrants for
$0.01 per Warrant.
The Warrants are exercisable immediately, provided that a
current prospectus relating to the shares of Common Stock issuable
upon exercise hereof is in effect and that such shares are
qualified for sale or deemed to be exempt from qualification, under
applicable state securities laws. All Warrants not theretofore
exercised or redeemed shall expire at 5:00 p.m., Utah time on June
30, 2002, and any Warrant not exercised by such time shall become
void unless extended by the Company.
This Warrant Certificate, with or without other Certificates,
upon presentation and surrender to the Warrant Agent, any successor
warrant agent or, in the absence of any successor warrant agent, at
the corporate offices of the Company, may be exchanged for another
Warrant Certificate or Certificates evidencing in the aggregate the
same number of Warrants as the Warrant Certificate or Certificates
so surrendered, subject to such terms and conditions set forth in
the Warrant Agreement. If the Warrants evidenced by this Warrant
Certificate shall be exercised in part, the holder hereof shall be
entitled to receive upon surrender hereof another Warrant
Certificate or Certificates evidencing the number of Warrants not
so exercised.
The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the
exercise of Warrants evidenced by this Warrant Certificate until
any tax which may be payable in respect thereof by the Holder
pursuant to the Warrant Agreement shall have been paid.
This Warrant Certificate shall not be valid or obligatory for
any purpose until countersigned by the Warrant Agent.
Except as otherwise above provided, this Warrant Certificate
and all rights hereunder are transferable by the registered holder
hereof in person or by its duly authorized attorney on the books of
the Warrant Agent upon surrender of this Warrant Certificate,
properly endorsed, to the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant
Certificate to be signed by its President and has caused a
facsimile of its corporate seal to be imprinted hereon.
GOURMET HERB GROWERS, INC.
Date of Issuance
By:
Xxxx Xx Xxx, President
COUNTERSIGNED:
( Corporate Seal ) Interwest Transfer Company, Inc.
As Warrant Agent
by:
Authorized Signature
WARCERTA.wpd
