EXHIBIT A NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED...
EXHIBIT
A
NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER
THIS
WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN EXEMPTION
FROM SUCH REGISTRATION REQUIREMENT, AND, IF AN EXEMPTION SHALL BE APPLICABLE,
THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
ELEMENT
21 GOLF COMPANY
Element
21 Golf Company, a Delaware corporation (the “Company”), hereby certifies that,
for value received, ___________, or
any
transferee or assignee of this Warrant (the
“Warrantholder”), is
entitled, subject to the terms set forth below, to purchase from the Company
at
any time or from time to time before 5:00 p.m. Eastern time, on the Expiration
Date (as hereinafter defined), that number of fully paid and nonassessable
shares of common
stock,
$.01
par value per share, of the Company
(the“Warrant Shares”)
as is
equal to the Warrant Number (as hereinafter defined), at a purchase price per
share as shall be equal to the Purchase Price (as hereinafter defined) in effect
at the time of the exercise of this Warrant. The Warrant Number and the Purchase
Price are subject to adjustment as provided in this Warrant.
As
used
herein the following terms, unless the context otherwise requires, have the
following respective meanings:
(a) The
term
“Company” shall include Element 21 Golf Company and any corporation that shall
succeed to or assume the obligations of Element 21 Golf Company hereunder.
(b) The
term
“Expiration Date” mean May 31, 2008.
(c) The
term
“Purchase Price” shall mean $0.19 subject to adjustment pursuant to Section 6
below.
(d) The
term
“Subscription Agreement” shall mean the agreement dated as of ______________,
2007 between the Company and the original Warrantholder pursuant to which this
Warrant was issued.
(e) The
term
“Warrant Number” shall mean __________, subject
to
adjustment pursuant to Section 6 below.
(f) The
term
“Warrant
Shares”
includes the Company’s common
stock,
$.01
par value per share and
any
other securities or property of the Company or of any other person (corporate
or
otherwise) which the Warrantholder at any time shall be entitled to receive
on
the exercise hereof in lieu of or in addition to such Common Stock, or which
at
any time shall be issuable in exchange for or in replacement of such Common
Stock.
1. Initial
Exercise Date; Expiration.
This
Warrant
may be exercised at any time or from time to time until
5:00
p.m., Eastern time, on the Expiration Date.
2. Exercise
of Warrant.
(a) This
Warrant may be exercised in whole or in part by presentation and surrender
hereof to the Company at its principal office, or at the office of its stock
transfer agent, if any, with the Purchase Form annexed hereto (the “Purchase
Form”) duly executed and accompanied by payment of the Purchase Price for the
number of shares of Common Stock specified in such form. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant
for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Warrantholder hereof to purchase the balance of the shares of Common Stock
purchasable hereunder. Upon receipt by the Company of this Warrant at its
office, or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Warrantholder shall be deemed to be the holder of record
of the shares of Common Stock issuable upon such exercise, notwithstanding
that
the stock transfer books of the Company shall then be closed or that
certificates representing such shares of Common Stock shall not then be actually
delivered to the Warrantholder.
(b) For
any
partial exercise pursuant to Section 2(a) hereof, the Warrantholder shall
designate in the Purchase Form the number of shares of Common Stock that it
wishes to purchase. On any such partial exercise, the Company at its expense
shall forthwith issue and deliver to the Warrantholder a new warrant of like
tenor, in the name of the Warrantholder, which shall be exercisable for such
number of shares of Common Stock represented by this Warrant which have not
been
purchased upon such exercise.
3. Effectiveness
of Exercise.
The
exercise of this Warrant shall be deemed to have been effected immediately
prior
to the close of business on the business day on which this Warrant is
surrendered to the Company as provided in Section 2.
4. Delivery
on Exercise.
As soon
as practicable after the exercise of
this
Warrant in full or in part pursuant to Section 2, as the case may be, and in
any
event within five (5) business days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes
but
excluding the payment of taxes to which the Warrantholder is subject as a result
of the conduct of its business activity)
will
cause to be issued in the name of and delivered to the Warrantholder, or as
such
Warrantholder
may
direct, a certificate or certificates for the number of fully paid and
nonassessable full Warrant
Shares
to which
such holder shall be entitled on such exercise,
together with cash, in lieu of any fraction of a share, equal to such fraction
of the then fair market value of one full share as determined in good faith
by
the Board of Directors of the Company.
5. Adjustment
for Reorganization, Consolidation, Merger, etc.
(a) General.
In case
at any time or from time to time, the Company shall (a) effect a reorganization,
(b) consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any
plan
or arrangement contemplating the dissolution of the Company (each of the
foregoing, a “Business Combination”), and
such
Business Combination shall be effected in such a way that holders of shares
of
the Company’s Common Stock (or any shares of stock or other securities at the
time issuable upon exercise of this Warrant ) shall be entitled to receive
stock, securities or assets, with respect to or in exchange for such shares,
then, in
each
such case, the holder of this Warrant, on the exercise hereof as provided in
Section 2 at any time after the consummation of such Business Combination or
the
effective date of such dissolution, as the case may be, shall receive, in lieu
of the Warrant Shares
issuable
on such exercise prior to such consummation or such effective date, the stock
and other securities and property (including cash) to which such holder would
have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such holder had so exercised this Warrant,
immediately prior thereto, all subject to further adjustment thereafter as
provided in Section 6.
(b) Dissolution.
In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered to
the
Warrantholder the
stock
and other securities and property (including cash, where applicable) receivable
by the Warrantholder
after
the effective date of such dissolution pursuant to this Section 5 provided,
however, that the Warrantholder may request that such securities or property
be
delivered to a
trustee
for the holder or holders of the Warrants
and the
Company shall bear reasonable expenses for such delivery.
(c) Continuation
of Terms.
Upon
any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 5, this Warrant,
to the
extent not yet exercised in full, shall
continue in full force and effect and the terms hereof shall be applicable
to
the shares of stock and other securities and property receivable on the exercise
of this Warrant after the consummation of such reorganization, consolidation
or
merger or the effective date of dissolution following any such transfer, as
the
case may be, and shall be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether
or
not such person shall have expressly assumed the terms of this
Warrant.
6. Adjustment
of Purchase Price and Number of Shares.
The
number
of the
Warrant
Shares
issuable
upon exercise
of this
Warrant (or any shares of stock or other
securities
at the time issuable upon exercise
of this
Warrant) and the purchase price therefor, are subject to adjustment upon the
occurrence of the following events:
(a) Adjustment
for Stock Splits, Stock Dividends, Recapitalizations, etc.
The
exercise price of this Warrant and the number of Shares
issuable
upon exercise of
this
Warrant (or any shares of stock or other securities at the time issuable upon
exercise of
this
Warrant) shall be appropriately adjusted to reflect any stock dividend, stock
split, combination of shares, reclassification, recapitalization or other
similar event affecting the number of outstanding shares of Common
Stock
(or other
stock or securities if the Warrantholder is then entitled to receive such
stock
or
securities
upon
exercise of this Warrant).
For
example, if there should be a 2-for-1 stock split
of the
Common Stock,
the
exercise price would be divided by two and such number of shares would be
doubled.
(b) Adjustment
for Other Dividends and Distributions.
In case
the Company shall make or issue, or shall fix a record date for the
determination of eligible holders entitled to receive, a dividend or other
distribution after the date hereof with respect to the Warrant
Shares
(or any
shares of stock or other securities at the time issuable upon exercise
of
the
Warrant) payable in (i) securities of the Company (other than shares of Stock)
or (ii) assets (excluding cash dividends paid or payable solely out of current
or retained earnings), then, in each case, the holder of this Warrant on
exercise hereof
at
any time after the consummation
or
record date of such event
(provided the event is later consummated),
shall
receive, in addition to the Warrant
Shares
(or such
other stock or securities) issuable on such exercise
prior to
such date, the securities or such other assets of the Company to which such
holder would have been entitled upon such date if such holder had exercised
this
Warrant immediately prior thereto (all subject to further adjustment as provided
in this Warrant).
(c) Anti-Dilution
Protection.
(i) General.
If the
Company shall at any time or from time to time, issue, sell or otherwise dispose
of any additional shares of Common Stock (including shares owned or held by
or
for the account of the Company), however designated (other than shares of Common
Stock excepted from the provisions of this Section 6(c) by subsection (iv)
or
otherwise covered by Sections 6(a) and (b)) without consideration or for a
net
consideration per share less than the Purchase Price in effect immediately
prior
to such issuance, then, and in each such case: (a) the Purchase Price shall
be
lowered to the price (but in no event below $.01 per share) determined by
dividing (i) an amount equal to the sum of (a) the number of shares of Common
Stock outstanding immediately prior to such issue or sale multiplied by the
then
existing Purchase Price, and (b) the consideration, if any, received by the
Corporation upon such issue or sale, by (ii) the sum of the total number of
shares of Common Stock outstanding immediately prior to such issue or sale
plus
the number of shares of Common Stock so issued and sold; and (b) the holder
of
this Warrant shall thereafter, on the exercise hereof, be entitled to receive
the Warrant Number determined by multiplying the Warrant Number which would
be
issuable on such exercise immediately prior to such issuance by the fraction
of
which (i) the numerator is the Purchase Price in effect immediately prior to
such issuance and (ii) the denominator is the Purchase Price in effect on the
date of such exercise.
(ii) Definitions,
etc.
For
purposes of this Section 6: The issuance of any warrants, options or other
subscription or purchase rights with respect to shares of Common Stock and
the
issuance of any securities convertible into or exchangeable for such shares
of
Common Stock (or the issuance of any warrants, options or any rights with
respect to such convertible or exchangeable securities) shall be deemed an
issuance at such time of such Common Stock if the Net Consideration Per Share
which may be received by the Company for such Common Stock (as hereinafter
determined) shall be less than the Purchase Price at the time of such issuance
and, except as hereinafter provided, an adjustment in the Purchase Price and
the
number of shares of Common Stock issuable upon exercise of this Warrant shall
be
made upon each such issuance in the manner provided in subsection (i). Any
obligation, agreement or undertaking to issue warrants, options, or other
subscription or purchase rights at any time in the future shall be deemed to
be
an issuance at the time such obligation, agreement or undertaking is made or
arises. Except as otherwise provided herein, no adjustment of the Purchase
Price
and the number of shares of Common Stock issuable upon exercise of this Warrant
shall be made under subsection (i) upon the issuance of any shares of Common
Stock which are issued pursuant to the exercise of any warrants, options or
other subscription or purchase rights or pursuant to the exercise of any
conversion or exchange rights in any convertible securities if any adjustment
shall previously have been made upon the issuance of any such warrants, options
or other rights or upon the issuance of any convertible securities (or upon
the
issuance of any warrants, options or any rights therefor) as above provided.
Any
adjustment of the Purchase Price and the number of shares of Common Stock
issuable upon exercise of this Warrant with respect to this subsection (ii)
which relates to warrants, options or other subscription or purchase rights
with
respect to shares of Common Stock shall be disregarded if, as, and when the
respective warrant, option or other subscription or purchase rights expire
or
are cancelled without being exercised, so that the Purchase Price effective
immediately upon such cancellation or expiration shall be equal to the Purchase
Price in effect at the time of the issuance of the expired or cancelled
warrants, options or other subscriptions or purchase rights, with such
additional adjustments as would have been made to that Purchase Price had the
expired or cancelled warrants, options or other subscriptions or purchase rights
not been issued. For purposes of this subsection (ii), the “Net Consideration
Per Share” which may be received by the Company shall be determined as
follows:
(A) The
“Net
Consideration Per Share” shall mean the amount equal to the total amount of
consideration, if any, received by the Company for the issuance of such
warrants, options, subscriptions, or other purchase rights or convertible or
exchangeable securities, plus the minimum amount of consideration, if any,
payable to the Company upon exercise or conversion thereof, divided by the
aggregate number of shares of Common Stock that would be issued if all such
warrants, options, subscriptions, or other purchase rights or convertible or
exchangeable securities were exercised, exchanged or converted.
(B) If
the
“Net Consideration Per Share” which may be received by the Company shall change
(other than under or by reason of provisions designed to protect against
dilution), the Purchase Price in effect at the time of such event shall
forthwith be readjusted to the Purchase Price which would have been in effect
at
such time had such warrants, options, subscriptions, or other purchase rights
or
convertible or exchangeable securities provided for such changed “Net
Consideration Per Share” at the time initially granted, issued or sold, but only
if as a result of such adjustment the Purchase Price then in effect hereunder
is
thereby reduced. If the “Net Consideration Per Share” shall be reduced at any
time under or by reason of provisions designed to protect against dilution,
then
in case of the delivery of Common Stock upon the exercise or conversion of
any
such warrants, options, subscriptions, or other purchase rights or convertible
or exchangeable securities, the Purchase Price then in effect hereunder shall
forthwith be adjusted to such amount as would have obtained had such warrant,
option, subscription, or other purchase right or convertible or exchangeable
security never been issued as to such Common Stock and had adjustments been
made
upon the issuance of the Common Stock delivered as aforesaid, but only if as
a
result of such adjustment the Purchase Price then in effect hereunder is thereby
reduced.
For
purposes of this Section 6(c), if a part or all of the consideration received
by
the Company in connection with the issuance of shares of the Common Stock or
the
issuance of any of the securities described in this Section 6(c), consists
of
property other than cash, such consideration shall be deemed to have the same
value as shall be determined in good faith by the board of directors of the
Company, without deduction of any expenses incurred or any underwriting
commissions or concessions paid or allowed by the Company in connection
therewith.
This
subsection (ii) shall not apply under any of the circumstances described in
Sections 6(a) or 6(b).
(iii) Dilution
in Case of Other Securities.
In case
any securities other than shares of stock of the Company shall be issued or
sold, or shall become subject to issue upon the conversion or exchange of any
shares of stock of the Company (or any other person referred to in Section
5) or
subscription, purchase or other acquisition pursuant to any rights or options
granted by the Company (or such other person), for a consideration per share
such as to dilute the purchase rights evidenced by this Warrant, the
computations, adjustments and readjustments provided for in this Section (c)
with respect to the Purchase Price and the number of shares of Common stock
issuable upon exercise of this Warrant shall be made as nearly as possible
in
the manner so provided and applied to determine the amount of other securities
from time to time receivable on the exercise of the Warrants, so as to protect
the holders of the Warrants against the effect of such dilution.
(iv) Certain
Issues of Common Stock.
Anything herein to the contrary notwithstanding, the Company shall not be
required to make any adjustment of the Purchase Price in the case of:
a. the
issuance of any shares of Common Stock as a stock dividend to holders of shares
of the Company’s capital stock or upon any subdivision or combination of shares
of the Company’s capital stock;
b. the
issuance of any shares of Common Stock upon conversion of shares of Series
B
Convertible Preferred Stock, or any other shares of convertible preferred stock
outstanding as of the date hereof;
c. the
issuance of up to 20,000,000 shares of Common Stock or options with respect
thereto (subject in either case to appropriate adjustment for stock splits,
stock dividends, recapitalizations and similar events occurring after the date
of this Agreement), issued or issuable to employees, directors or officers
of,
or consultants to, the Company or any subsidiary of the Company pursuant to
any
plan, agreement or arrangement approved by the Board of Directors of the Company
(it being understood that any shares subject to options that expire or terminate
unexercised or any restricted stock repurchased by the Company shall not be
counted towards the maximum number set forth in this clause c. unless and until
regranted or reissued pursuant to any such plan, agreement or
arrangement);
d. the
issuance of shares of Common Stock upon the exercise of any warrant to purchase
shares of Common Stock outstanding as of the date hereof or any warrant issued
to a purchaser of shares of the Company’s Series B Preferred Stock in connection
with the Company’s Series B Preferred Stock equity financings;
e. the
issuance of securities solely in consideration for the acquisition (whether
by
merger or otherwise) by the Company or any subsidiary of the Company of all
or
substantially all of the stock or assets of any other entity;
f. the
issuance of shares of Common Stock by the Company in a firm-commitment
underwritten public offering pursuant to an effective registration statement
under the Securities Act; or
g. the
issuance of shares of Common Stock, or the grant of options or warrants
therefor, in connection with (i) any
present
or future borrowing, line of credit, leasing or similar financing arrangement
approved by the Board of Directors of the Company, or (ii) sponsored research,
collaboration, technology license, development, OEM, marketing or other similar
agreements or strategic partnerships approved by the Board of Directors of
the
Company.
h.
the
issuance of any shares of Common Stock upon the conversion of any convertible
notes or preferred stock as disclosed in any of the annual or quarterly reports
listed on Annex E to the Subscription Agreement
i.
the
issuance of any shares of Common Stock upon the exercise of any warrant to
purchase shares of Common Stock as disclosed in any of the annual or quarterly
reports listed on Annex E to the Subscription Agreement
(d) Certificate
as to Adjustments.
In case
of any adjustment or readjustment in the price or kind of securities issuable
on
the exercise
of this
Warrant, the Company will promptly give written notice thereof to the holder
of
this Warrant in the form of a certificate, certified and confirmed by the
President of the Company, setting forth such adjustment or readjustment and
showing in reasonable detail the facts upon which such adjustment or
readjustment is based.
7. No
Impairment.
The
Company will not, by amendment of its Certificate of Incorporation or through
any reorganization, transfer of assets, consolidation, merger, dissolution,
issue or sale of securities or any other voluntary action, avoid or seek to
avoid the observance or performance of any of the terms of this Warrant, but
will at all times in good faith assist in the carrying out of all such terms
and
in the taking of all such action as may be necessary or appropriate in order
to
protect the rights of the holder of this Warrant against impairment. Without
limiting the generality of the foregoing the Company (a) will
not
increase the par value of any shares of stock receivable on the exercise of
this
Warrant above the amount payable therefore on such exercise, (b)
will at
all times reserve and keep available a number of its authorized shares of
Common
Stock,
free from all preemptive rights therein, which will be sufficient to permit
the
exercise of
this
Warrant by the Warrantholder, and (c) shall
take all such action as may be necessary or appropriate in order that all
Warrant
Shares
as may
be issued pursuant to the exercise of
this
Warrant will, upon issuance
in
accordance with the terms hereof,
be duly
and validly issued, fully paid and nonassessable and free from all
liens
and charges with respect to the issue thereof.
8. Notices
of Record Date, etc.
In the
event of
(a) any
taking by the Company of a record of the holders of Common
Stock (or shares of stock or other
securities
at the
time issuable upon exercise of this Warrant)
for the
purpose of determining the holders thereof who are entitled to
receive
any
dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities
or
property, or to receive any other right, or
(b) any
reclassification
or recapitalization of the Common Stock
(or
shares of stock or other securities at the time issuable upon exercise of this
Warrant),
or any
transfer of all or substantially all the assets of the Company to or
consolidation or merger of the Company with or into any other person, or
(c) any
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then
and
in each such event the Company will mail to the holder hereof a notice
specifying (i) the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and stating the amount and
character of such dividend, distribution or right, and (ii) the date on
which any such
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any
is
to be fixed, as of which the holders of record of Common
Stock
(or
any shares of stock or other securities at the time issuable upon the
exercise
of this
Warrant) shall be entitled to exchange their shares for securities or other
property deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 10 days prior to the date therein
specified.
9. Replacement
of Warrant.
On
receipt by the Company of evidence reasonably satisfactory to the Company of
the
loss, theft, destruction or mutilation of this Warrant and, in the case of
any
such loss, theft or destruction of this Warrant, on delivery of an indemnity
agreement reasonably satisfactory in form and amount to the Company or, in
the
case of any such mutilation, on surrender and cancellation of such Warrant,
the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.
10. Investment
Intent.
Unless
a current registration statement under the Securities Act of 1933, as amended,
shall be in effect with respect to the issuance of the securities to be issued
upon exercise
of this
Warrant, the holder thereof, by accepting this Warrant, covenants and agrees
that, at the time of exercise hereof,
and at the time of any proposed transfer of securities acquired upon exercise
hereof,
such holder will deliver to the Company a written statement that the securities
acquired by the holder upon exercise
hereof
are for the own account of the holder for investment and are not acquired with
a
view to, or for sale in connection with, any distribution thereof (or any
portion thereof) and with no present intention (at any such time) of offering
and distributing such securities (or any person thereof).
11. Transfer.
Subject
to compliance with applicable federal and state securities laws, this Warrant
may be transferred by the Warrantholder with respect to any or all of
the
shares purchasable hereunder. Upon surrender of this Warrant to the
Company,
together
with the assignment hereof properly endorsed, for transfer of this Warrant
as an
entirety by the Warrantholder, the Company shall issue a new warrant of the
same
denomination to the assignee. Upon surrender of this Warrant to the Company,
together with the assignment hereof properly endorsed, by the Warrantholder
for
transfer with respect to a portion of the shares of Common Stock purchasable
hereunder, the Company shall issue a new warrant to the assignee, in such
denomination as shall be requested by the Warrantholder, and shall issue to
such
Warrantholder a new warrant covering the number of shares in respect of which
this Warrant shall not have been transferred.
12. No
Rights or Liability as a Stockholder.
This
Warrant does not entitle the Warrantholder to any voting rights or other rights
as a stockholder of the Company. No provisions hereof, in the absence of
affirmative action by the Warrantholder to purchase Warrant
Shares,
and no
enumeration herein of the rights or privileges of the Warrantholder shall give
rise to any liability of such Warrantholder as a stockholder of the Company.
13. Damages.
The
Company recognizes and agrees that the Warrantholder will not have an adequate
remedy if the Company fails to comply with the terms of this Warrant and that
damages will not be readily ascertainable, and the Company expressly agrees
that, in the event of such failure, it shall not oppose an application by the
holder of this Warrant or any other person entitled to the benefits of this
Warrant requiring specific performance of any and all provisions hereof or
enjoining the Company from continuing to commit any such breach on the terms
hereof.
14. Notices.
All
notices referred to in this Warrant shall be in writing and shall be delivered
personally or by certified or registered mail, return receipt requested, postage
prepaid and will be deemed to have been given when so delivered or mailed
(i) to the Company, at its principal executive offices and (ii) to the
Warrantholder, at such Warrantholder’s address as it appears in the records of
the Company (unless otherwise indicated in accordance with the provisions of
this Section 15 by such holder).
15. Payment
of Taxes.
All
Warrant
Shares
issued
upon the exercise of this Warrant in
accordance with its terms shall
be
validly issued, fully paid and nonassessable, and the Company shall pay
taxes
and
other governmental charges that may be imposed in respect to the issue or
delivery thereof,
excluding taxes to which the Warrantholder and/or any other person receiving
the
Warrant Shares is subject as a result of the conduct of its business
activity.
16. Miscellaneous.
This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the Warrantholder and the Company.
This Warrant shall be governed by and construed and enforced in accordance
with
the law of the State of Delaware. The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof.
Dated
as
of _________, 2007
ELEMENT
21 GOLF COMPANY
By:
Name:
Xxxxxxxx Xxxxx
Title:
President & CEO
PURCHASE
FORM
Dated:
,
20
The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing
shares
of Common Stock and hereby makes payment of $_______ in payment of the actual
exercise price thereof.
_________________
INSTRUCTIONS
FOR REGISTRATION OF STOCK
Name
__________________________________________________________________
(Please
typewrite or print in block letters)
Signature
_______________________________________________________________
Social
Security or Employer Identification No.
____________________________________
ASSIGNMENT
FORM
FOR
VALUE
RECEIVED, ____________________________________________
hereby
sells, assigns and transfer unto
Name
__________________________________________________________________
(Please
typewrite or print in block letters)
Address
________________________________________________________________
Social
Security or Employer Identification No.
____________________________________
The
right
to purchase Common Stock represented by this Warrant to the extent of _______
shares as to which such right is exercisable and does hereby irrevocably
constitute and appoint attorney
to transfer the same on the books of the Company with full power of
substitution.
Dated:
__________,
20
_____
Signature
_______________________________________________________________
