THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE II OF THIS WARRANT
NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE HAVE
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, OR
OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS (I) PURSUANT TO
REGISTRATION UNDER THE SECURITIES ACT OR (II) IN COMPLIANCE WITH AN EXEMPTION
THEREFROM AND ACCOMPANIED, IF REQUESTED BY HOUSTON AMERICAN ENERGY CORP., WITH
AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER
IS IN COMPLIANCE WITH AN EXEMPTION THEREFROM.
THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON
ITS
EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
TRANSFER
SET FORTH IN ARTICLE II OF THIS WARRANT
|
Warrant
No. SMH - 1
|
Number
of Shares: 415,000
|
|
(subject
to adjustment)
|
|
|
Date
of Issuance: April 28, 2006
|
Common
Stock Purchase Warrant
THIS
IS
TO CERTIFY THAT, for value received, XXXXXXX XXXXXX XXXXXX INC., a Texas
corporation (the "Registered
Holder"),
or
its permitted assigns, is entitled to purchase from HOUSTON AMERICAN ENERGY
CORP., a Delaware corporation (the "Company"),
at
the place where the Warrant Office designated pursuant to Section 2.1 is
located, at a purchase price per share of $3.00 (as adjusted pursuant to the
terms of this Warrant, the "Exercise
Price"),
415,000 shares of duly authorized, validly issued, fully paid and nonassessable
shares of Common Stock, $0.001 par value per share, of the Company (the
"Common
Stock"),
and
is entitled also to exercise the other appurtenant rights, powers and privileges
hereinafter set forth. The number of shares of the Common Stock purchasable
hereunder and the Exercise Price are subject to adjustment in accordance with
Article III hereof. This Warrant shall expire at 5:00 p.m., Houston time, on
April 28, 2011.
Certain
Terms used in this Warrant are defined in Article IV.
-1-
ARTICLE
I
Exercise
of Warrant
1.1 Method
of Exercise.
This
Warrant may be exercised by the Registered Holder as a whole or in part from
time to time until April 28, 2011, at which time this Warrant shall expire
and be of no further force or effect; provided,
however,
that
the minimum number of Warrant Shares that may be purchased on a single exercise
shall be 50,000 or the entire number of shares remaining available for exercise
hereunder, whichever is less. To exercise this Warrant, the Registered Holder
or
permitted assignees of all rights of the Registered Holder shall deliver to
the
Company, at the Warrant Office designated in Section 2.1, (a) a written
notice in the form of the Purchase Form attached as Exhibit
A
hereto,
stating therein the election of the Registered Holder or such permitted
assignees of the Registered Holder to exercise this Warrant in the manner
provided in the Purchase Form, (b) payment in full of the Exercise Price
(in the manner described below) for all Warrant Shares purchased hereunder,
and
(c) this Warrant. Subject to compliance with Section 3.1(a)(vi), this
Warrant shall be deemed to be exercised on the date of receipt by the Company
of
the Purchase Form, accompanied by payment for the Warrant Shares to be purchased
and surrender of this Warrant, as aforesaid, and such date is referred to herein
as the "Exercise
Date."
Upon
such exercise (subject as aforesaid), the Company shall issue and deliver to
the
Registered Holder a certificate for the full number of the Warrant Shares
purchasable by the Registered Holder hereunder, against the receipt by the
Company of the total Exercise Price payable hereunder for all such Warrant
Shares, (a) in cash or by certified or cashier's check or (b) if the Common
Stock is registered under the Securities Exchange Act of 1934, as amended (the
"Exchange
Act"),
by
surrendering Warrant Shares having a Current Market Price equal to the Exercise
Price for all the Warrant Shares so purchased. The Person in whose name the
certificate(s) for Common Stock is to be issued shall be deemed to have become
a
holder of record of such Common Stock on the Exercise Date.
1.2 Net
Exercise.
Notwithstanding any provisions herein to the contrary, if the Common Stock
is
registered under the Exchange Act, and the Current Market Price of one share
of
Common Stock is greater than the Exercise Price (at the date of calculation
as
set forth below), in lieu of exercising this Warrant by payment of cash, the
Registered Holder may elect to receive Warrant Shares equal to the value (as
determined below) of this Warrant (or the portion thereof being canceled) by
surrender of this Warrant at the Warrant Office together with the properly
endorsed Purchase Form in which event the Company shall issue the Registered
Holder a number of shares of Common Stock computed as follows:
|
X
=
Y(A-B)
A
|
|
Where:
|
X
=
|
the
number of shares of Common Stock to be issued to the Registered
Holder.
|
|
Y
=
|
the
number of shares of Common Stock purchasable under the Warrant or,
if only
a portion of the Warrant is being exercised, the portion of the Warrant
being canceled (at the date of such
calculation)
|
|
A
=
|
the
Current Market Price of one share of Common Stock (at the date of
such
calculation)
|
|
B
=
|
Exercise
Price (as adjusted to the date of such
calculation)
|
-2-
1.3 Fractional
Shares.
No
fractional shares of Common Stock shall be issued upon exercise of this Warrant.
Instead of any fractional shares of Common Stock that would otherwise be
issuable upon exercise of this Warrant, the Company shall pay a cash adjustment
in respect of such fractional interest equal to the fair market value of such
fractional interest as determined in good faith by the Board of
Directors.
1.4 Termination.
Notwithstanding any other provision of this Warrant, the right to exercise
this
Warrant shall terminate at the close of business on April 28,
2011.
ARTICLE
II
Warrant
Office; Transfer
2.1 Warrant
Office.
The
Company shall maintain an office for certain purposes specified herein (the
"Warrant
Office"),
which
office shall initially be the Company's office at 000 Xxxxxx Xxxxxx, Xxxxx
0000,
Xxxxxxx, Xxxxx 00000, and may subsequently be such other office of the Company
or of any transfer agent of the Common Stock in the continental United States
of
which written notice has previously been given to the Registered Holder. The
Company shall maintain, at the Warrant Office, a register for the Warrant in
which the Company shall record the name and address of the Registered Holder,
as
well as the name and address of each permitted assignee of the rights of the
Registered Holder.
2.2 Ownership
of Warrant.
The
Company may deem and treat the Registered Holder as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary, until presentation of this Warrant for registration of transfer
as provided in this Article II.
2.3 Transfer
of Warrants.
The
Company agrees to maintain at the Warrant Office books for the registration
and
transfer of this Warrant. This Warrant may be transferred in whole or in part
only in compliance with the applicable law and only to shareholders, officers,
and employees of Xxxxxxx Xxxxxx Xxxxxx Inc. or to any person who succeeds to
all
of the assets of Xxxxxxx Xxxxxx Xxxxxx Inc. The Company, from time to time,
shall register the transfer of this Warrant in such books upon surrender of
this
Warrant at the Warrant Office, properly endorsed, together with a written
assignment of this Warrant, substantially in the form of the Assignment attached
as Exhibit B hereto. Upon any such transfer, a new Warrant shall be issued
to
the transferee, and the Company shall cancel the surrendered Warrant. The
Registered Holder shall pay all taxes and all other expenses and charges payable
in connection with the transfer of Warrants pursuant to this Section
2.3.
2.4 Registration
Rights.
The
Company agrees (a) that the Warrant Shares shall be "Registrable Securities"
under the Registration Rights Agreement dated as of the date hereof (the
"Registration Rights Agreement") between the Company and Xxxxxxx Xxxxxx Xxxxxx
Inc., and (b) that the Registered Holder shall have the rights and obligations
of a Holder set forth in the Registration Rights Agreement.
2.5 No
Rights as Shareholder Until Exercise.
This
Warrant does not entitle the Registered Holder to any voting rights or other
rights as a shareholder of the Company prior to the exercise hereof. Upon the
surrender of this Warrant and the payment of the aggregate Exercise Price,
the
Warrant Shares so purchased shall be and be deemed to be issued to the
Registered Holder as the record owner of such shares as of the close of business
on the later of the date of such surrender or payment.
-3-
2.6 Expenses
of Delivery of Warrants.
Except
as provided in Section 2.3 above, the Company shall pay all reasonable expenses,
taxes (other than transfer taxes) and other charges payable in connection with
the preparation, issuance and delivery of Warrants and related Warrant Shares
hereunder.
2.7 Compliance
with Securities Laws.
The
Registered Holder (and its transferees and assigns), by acceptance of this
Warrant, covenants and agrees that such Registered Holder is acquiring the
Warrants evidenced hereby, and, upon exercise hereof, the Warrant Shares, for
its own account as an investment and not with a view to distribution thereof.
Neither this Warrant nor the Warrant Shares issuable hereunder have been
registered under the Securities Act or any state securities laws and no transfer
of this Warrant or any Warrant Shares shall be permitted unless the Company
has
received notice of such transfer in the form of the assignment attached hereto
as Exhibit
B,
accompanied, if requested by the Company, by an opinion of counsel reasonably
satisfactory to the Company that an exemption from registration of such Warrant
or Warrant Shares under the Securities Act is available for such transfer,
except that no such opinion shall be required after the registration for resale
of the Warrant Shares has become effective. Upon any exercise of the Warrants
prior to effective registration for resale or except as in accordance with
Rule
144 under the Securities Act, certificates representing the Warrant Shares
shall
bear a restrictive legend substantially identical to that set forth as
follows:
"The
securities evidenced by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be sold, transferred, assigned,
or hypothecated unless there is an effective registration statement under such
act covering such securities, the sale is made in accordance with Rule 144,
or
the company received an opinion of counsel for the holder of these securities
reasonably satisfactory to the Company, stating that such sale, transfer,
assignment, or hypothecation is exempt from the registration and prospectus
delivery requirements of such act."
Any
purported transfer of the Warrant or Warrant Shares not in compliance with
the
provisions of this section shall be null and void. Stop
transfer instructions have been or will be imposed with respect to the Warrant
Shares so as to restrict resale or other transfer thereof, subject to this
Section 2.7.
ARTICLE
III
Anti-Dilution
Provisions
3.1 Adjustment
of Exercise Price and Number of Warrant Shares.
The
Exercise Price shall be subject to adjustment from time to time as hereinafter
provided in this Article III. Upon each adjustment of the Exercise Price, except
pursuant to Sections 3.1(a)(iii), (iv), and (v), the Registered Holder shall
thereafter be entitled to purchase, at the Exercise Price resulting from such
adjustment, the number of shares of the Common Stock obtained by multiplying
the
Exercise Price in effect immediately prior to such adjustment by the number
of
shares of the Common Stock purchasable pursuant hereto immediately prior to
such
adjustment and dividing the product thereof by the Exercise Price resulting
from
such adjustment.
-4-
(a) Exercise
Price Adjustments.
The
Exercise Price shall be subject to adjustment from time to time as
follows:
(i) Adjustment
for Stock Splits and Combinations.
If the
Company shall, at any time or from time to time after the date hereof (the
"Original
Issue Date")
while
this Warrant remains outstanding, effect a subdivision of the outstanding Common
Stock, the Exercise Price in effect immediately before such subdivision shall
be
proportionately decreased. Conversely, if the Company shall at any time or
from
time to time after the Original Issue Date combine the outstanding shares of
Common Stock into a smaller number of shares, the Exercise Price in effect
immediately before such combination shall be proportionately increased. Any
adjustment under this Section 3.1(a)(i) shall become effective at the close
of
business on the date the subdivision or combination becomes
effective.
(ii) Adjustment
for Common Stock Dividends and Distributions.
If the
Company, at any time or from time to time after the Original Issue Date while
this Warrant remains outstanding makes, or fixes a record date for the
determination of holders of Common Stock entitled to receive, a dividend or
other distribution payable in additional shares of Common Stock, in each such
event the Exercise Price that is then in effect shall be decreased as of the
time of such issuance or, in the event such record date is fixed, as of the
close of business on such record date, by multiplying the Exercise Price then
in
effect by a fraction, (i) the numerator of which is the total number of
shares of Common Stock issued and outstanding immediately prior to the time
of
such issuance or the close of business on such record date, and (ii) the
denominator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock issuable
in payment of such dividend or distribution; provided,
however,
that if
such record date is fixed and such dividend is not fully paid or if such
distribution is not fully made on the date fixed therefor, the Exercise Price
shall be recomputed accordingly as of the close of business on such record
date,
and thereafter the Exercise Price shall be adjusted pursuant to this Section
3.1(a)(ii) to reflect the actual payment of such dividend or
distribution.
(iii) Adjustment
for Reclassification, Exchange and Substitution.
If at
any time or from time to time after the Original Issue Date while this Warrant
remains outstanding, the Common Stock is changed into the same or a different
number of shares of any class or classes of stock, whether by recapitalization,
reclassification or otherwise (other than an Acquisition, Asset Transfer,
subdivision or combination of shares, stock dividend, reorganization, merger,
consolidation, or sale of assets provided for elsewhere in this Section 3.1(a)),
in any such event the Registered Holder shall have the right thereafter to
convert such stock into the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or other change
by holders of the maximum number of shares of Common Stock into which such
shares of Common Stock could have been converted immediately prior to such
recapitalization, reclassification or change, all subject to further adjustment
as provided herein or with respect to such other securities or property by
the
terms thereof.
-5-
(iv) Reorganizations,
Mergers, Consolidations or Sales of Assets.
If at
any time or from time to time after the Original Issue Date while this Warrant
remains outstanding, there is a capital reorganization of the Common Stock
(other than an Acquisition, Asset Transfer, recapitalization, or subdivision,
combination, reclassification, exchange, or substitution of shares provided
for
elsewhere in this Section 3.1(a)), as a part of such capital reorganization,
provision shall be made so that the Registered Holder shall thereafter be
entitled to receive upon exercise hereof the number of shares of stock or other
securities or property of the Company to which a holder of the number of shares
of Common Stock deliverable upon exercise immediately prior to such event would
have been entitled as a result of such capital reorganization, subject to
adjustment in respect of such stock or securities by the terms thereof. In
any
such case, appropriate adjustment shall be made in the application of the
provisions of this Section 3.1(a) with respect to the rights of the Registered
Holder after the capital reorganization to the end that the provisions of this
Section 3.1(a) (including adjustment of the Exercise Price then in effect and
the number of shares issuable upon exercise) shall be applicable after that
event and be as nearly equivalent as practicable.
(v) Rounding
of Calculations; Minimum Adjustment.
All
calculations under this Section 3.1(a) and under Section 3.1(b) shall be made
to
the nearest cent. Any provision of this Section 3.1 to the contrary
notwithstanding, no adjustment in the Exercise Price shall be made if the amount
of such adjustment would be less than one percent, but any such amount shall
be
carried forward and an adjustment with respect thereto shall be made at the
time
of and together with any subsequent adjustment which, together with such amount
and any other amount or amounts so carried forward, shall aggregate one percent
or more.
(vi) Timing
of Issuance of Additional Common Stock Upon Certain Adjustments.
In any
case in which the provisions of this Section 3.1(a) shall require that an
adjustment shall become effective immediately after a record date for an event,
the Company may defer until the occurrence of such event issuing to the
Registered Holder after such record date and before the occurrence of such
event
the additional shares of Common Stock or other property issuable or deliverable
upon exercise by reason of the adjustment required by such event over and above
the shares of Common Stock or other property issuable or deliverable upon such
exercise before giving effect to such adjustment; provided,
however,
that
the Company upon request shall deliver to such Registered Holder a due xxxx
or
other appropriate instrument evidencing such Registered Holder's right to
receive such additional shares or other property, and such cash, upon the
occurrence of the event requiring such adjustment.
(vii) 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, in its sole discretion, of the Company.
-6-
(b) Current
Market Price.
The
"Current
Market Price"
shall
mean, as of any date, 5% of the sum of the average, for each of the 20
consecutive Trading Days immediately prior to such date, of either: (i) the
high
and low sales prices of the Common Stock on such Trading Day as reported on
the
composite tape for the principal national securities exchange on which the
Common Stock may then be listed, or (ii) if the Common Stock shall not be
so listed on any such Trading Day, the high and low sales prices of Common
Stock
in the over-the-counter market as reported by the Nasdaq Stock Market for
National Market Securities, or (iii) if the Common Stock shall not be
included in the Nasdaq Stock Market as a National Market Security on any such
Trading Day, the representative bid and asked prices at the end of such Trading
Day in such market as reported by the Nasdaq Stock Market, or (iv) if there
be no such representative prices reported by the Nasdaq Stock Market, the lowest
bid and highest asked prices at the end of such Trading Day in the
over-the-counter market as reported by the OTC Electronic Bulletin Board or
National Quotation Bureau, Inc. For purposes of determining Current Market
Price, the term "Trading
Day"
shall
mean a day on which an amount greater than zero can be calculated with respect
to the Common Stock under any one or more of the foregoing categories (i),
(ii),
(iii) and (iv), and the "end" thereof, for the purposes of categories (iii)
and
(iv), shall mean the exact time at which trading shall end on the New York
Stock
Exchange. If the Current Market Price cannot be determined under any of the
foregoing methods, Current Market Price shall mean the fair value per share
of
Common Stock on such date as determined by the Board of Directors in good faith,
irrespective of any accounting treatment.
(c) Statement
Regarding Adjustments.
Whenever the Exercise Price shall be adjusted as provided in Section 3.1(a),
and
upon each change in the number of shares of the Common Stock issuable upon
exercise of this Warrant, the Company shall forthwith file, at the office of
any
transfer agent for this Warrant and at the principal office of the Company,
a
statement showing in detail the facts requiring such adjustment and the Exercise
Price and new number of shares issuable that shall be in effect after such
adjustment, and the Company shall also cause a copy of such statement to be
given to the Registered Holder. Each such statement shall be signed by the
Company's chief financial or accounting officer. Where appropriate, such copy
may be given in advance and may be included as part of a notice required to
be
mailed under the provisions of Section 3.1(d).
(d) Notice
to Holders.
In the
event the Company shall propose to take any action of the type described in
clause (iii) or (iv) of Section 3.1(a), the Company shall give notice to the
Registered Holder, in the manner set forth in Section 6.6, which notice shall
specify the record date, if any, with respect to any such action and the
approximate date on which such action is to take place. Such notice shall also
set forth such facts with respect thereto as shall be reasonably necessary
to
indicate the effect of such action (to the extent such effect may be known
at
the date of such notice) on the Exercise Price and the number, kind or class
of
shares or other securities or property which shall be deliverable upon exercise
of this Warrant. In the case of any action which would require the fixing of
a
record date, such notice shall be given at least 10 days prior to the date
so
fixed, and in case of all other action, such notice shall be given at least
15
days prior to the taking of such proposed action. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of any such
action.
-7-
(e) Treasury
Stock.
For the
purposes of this Section 3.1, the sale or other disposition of any Common Stock
of the Company theretofore held in its treasury shall be deemed to be an
issuance thereof.
3.2 Costs.
The
Registered Holder shall pay all documentary, stamp, transfer or other
transactional taxes attributable to the issuance or delivery of the Warrant
Shares upon exercise of this Warrant. Additionally, the Company shall not be
required to pay any taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificate for such Warrant Shares.
The Registered Holder shall reimburse the Company for any such taxes, described
in this Section 3.2, assessed against the Company.
3.3 Reservations
of Shares.
The
Company shall reserve at all times so long as this Warrant remains outstanding,
free from preemptive rights, out of its treasury Common Stock or its authorized
but unissued shares of Common Stock, or both, solely for the purpose of
effecting the exercise of this Warrant, sufficient shares of Common Stock to
provide for the exercise hereof.
3.4 Valid
Issuance.
All
shares of Common Stock which may be issued upon exercise of this Warrant will
upon issuance by the Company be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof attributable to any act or omission by the Company, and the
Company shall take no action which will cause a contrary result (including
without limitation, any action which would cause the Exercise Price to be less
than the par value, if any, of the Common Stock).
ARTICLE
IV
Terms
Defined
As
used
in this Warrant, unless the context otherwise requires, the following terms
have
the respective meanings set forth below or in the Section
indicated:
Board
of Directors
means
the Board of Directors of the Company.
Common
Stock
means
the Company's authorized Common Stock, $0.001 par value per share.
Company
means
Houston American Energy Corp., a Delaware corporation, and any other corporation
assuming or required to assume the obligations undertaken in connection with
this Warrant.
Current
Market Price
is
defined in Section 3.1(b).
Exchange
Act
is
defined in Section 1.1.
Exercise
Date
is
defined in Section 1.1.
Exercise
Price
is
defined in the Preamble.
Original
Issue Date
is
defined in Section 3.1(a)(i).
-8-
Outstanding
means
when used with reference to Common Stock at any date, all issued shares of
Common Stock (including, but without duplication, shares deemed issued pursuant
to Article III) at such date, except shares then held in the treasury of the
Company.
Person
means
any individual, corporation, partnership, trust, organization, association
or
other entity.
Registered
Holder
is
defined in the Preamble.
Securities
Act
means
the Securities Act of 1933, as amended, and the rules and regulations
promulgated
thereunder, all as the same shall be in effect at the time.
Trading
Day
is
defined in Section 3.1(b).
Warrant
means
this Warrant and any successor or replacement Warrant delivered in accordance
with Section 2.3 or 6.8.
Warrant
Office
is
defined in Section 2.1.
Warrant
Shares
means
the shares of Common Stock purchased or purchasable by the
Registered
Holder,
or the permitted assignees of such Registered Holder, upon exercise of this
Warrant pursuant to Article I hereof.
ARTICLE
V
Covenant
of the Company
The
Company covenants and agrees that this Warrant shall be binding upon any
corporation succeeding to the Company by merger, consolidation, or acquisition
of all or substantially all of the Company's assets.
ARTICLE
VI
Miscellaneous
6.1 Entire
Agreement.
This
Warrant and the Registration Rights Agreement contain the entire agreement
between the Registered Holder and the Company with respect to the Warrant Shares
that it can purchase upon exercise hereof and the related transactions and
supersedes all prior arrangements or understanding with respect
thereto.
6.2 Governing
Law.
This
Warrant shall be governed by and construed in accordance with the internal
laws
of the State of Texas, without regard to its conflict of law
provisions.
6.3 Waiver
and Amendment.
Any
term or provision of this Warrant may be waived at any time by the party which
is entitled to the benefits thereof, and any term or provision of this Warrant
may be amended or supplemented at any time by the written consent of the parties
(it being agreed that an amendment to or waiver under any of the provisions
of
Article III of this Warrant shall not be considered an amendment of the number
of Warrant Shares or the Exercise Price). No
waiver
by any party of any default, misrepresentation, or breach of warranty or
covenant hereunder, whether intentional or not, shall be deemed to extend to
any
prior or subsequent default, misrepresentation, or breach of warranty or
covenant hereunder or affect in any way any rights arising because of any prior
or subsequent such occurrence.
-9-
6.4 Illegality.
In the
event that any one or more of the provisions contained in this Warrant shall
be
determined to be invalid, illegal or unenforceable in any respect for any
reason, the validity, legality and enforceability of any such provision in
any
other respect and the remaining provisions of this Warrant shall not, at the
election of the party for whom the benefit of the provision exists, be in any
way impaired.
6.5 Copy
of Warrant.
A copy
of this Warrant shall be filed among the records of the Company.
6.6 Notice.
Any
notice or other document required or permitted to be given or delivered to
the
Registered Holder shall be delivered at, or sent by certified or registered
mail
to such Registered Holder at, the last address shown on the books of the Company
maintained at the Warrant Office for the registration of this Warrant or at
any
more recent address of which the Registered Holder shall have notified the
Company in writing. Any notice or other document required or permitted to be
given or delivered to the Company, other than such notice or documents required
to be delivered to the Warrant Office, shall be delivered at, or sent by
certified or registered mail to, the office of the Company at 000 Xxxxxx Xxxxxx,
Xxxxx 0000, Xxxxxxx, Xxxxx 00000 or any other address within the continental
United States of America as shall have been designated in writing by the Company
delivered to the Registered Holder.
6.7 Limitation
of Liability; Not Stockholders.
Subject
to the provisions of Article III, until the exercise of this Warrant, the
Registered Holder shall not have or exercise any rights by virtue hereof as
a
stockholder of the Company, including, without limitation, the right to vote,
to
receive dividends and other distributions, or to receive notice of, or attend
meetings of stockholders or any other proceedings of the Company. Until the
exercise of this Warrant, no provision hereof, and no mere enumeration herein
of
the rights or privileges of the Registered Holder, shall give rise to any
liability of such Registered Holder for the purchase price of any shares of
Common Stock or as a stockholder of the Company, whether such liability is
asserted by the Company or by creditors of the Company.
6.8 Exchange,
Loss, Destruction, etc. of Warrant.
Upon
receipt of evidence satisfactory to the Company (an affidavit of the Registered
Holder shall be satisfactory evidence) of the loss, theft, mutilation or
destruction of this Warrant, and, in the case of any such loss, theft or
destruction, upon delivery of a bond of indemnity in such form and amount as
shall be reasonably satisfactory to the Company, or, in the event of such
mutilation upon surrender and cancellation of this Warrant, the Company will
make and deliver a new Warrant of like tenor, in lieu of such lost, stolen,
destroyed or mutilated Warrant; provided,
however,
that
the original Registered Holder of this Warrant shall not be required to provide
any such bond of indemnity and may in lieu thereof provide his agreement of
indemnity. Any Warrant issued under the provisions of this Section 6.8 in lieu
of any Warrant alleged to be lost, destroyed or stolen, or in lieu of any
mutilated Warrant, shall constitute an original contractual obligation on the
part of the Company. This Warrant shall be promptly canceled by the Company
upon
the surrender hereof in connection with any exchange or replacement. The
Registered Holder of this Warrant shall pay all taxes (including securities
transfer taxes) and all other expenses and charges payable in connection with
the preparation, execution and delivery of replacement Warrant(s) pursuant
to
this Section 6.8.
-10-
6.9 Headings.
The
Article and Section and other headings herein are for convenience only and
are
not a part of this Warrant and shall not affect the interpretation
thereof.
6.10 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 Registered
Holder. The provisions of this Warrant are intended to be for the benefit of
all
Registered Holders from time to time of this Warrant and shall be enforceable
by
any such Registered Holder or holder of Warrant Shares.
[Signature
Page to Follow]
-11-
IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
name.
Dated: April 28,
2006
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By:
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Name:
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Title:
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Signature
Page of Warrants
Exhibit
A
PURCHASE
FORM
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To:
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Dated:__________,
20__
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000
Xxxxxx Xxxxxx
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Xxxxx
0000
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Xxxxxxx,
Xxxxx 00000
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The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.
____), hereby irrevocably elects to purchase ________ shares of the Common
Stock
covered by such Warrant.
The
undersigned herewith makes payment of the full exercise price for such shares
at
the price per share provided for in such Warrant, which is $_____ per share
in
lawful money of the United States.
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[
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] | ||||
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Name:
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Title:
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Exhibit
B
ASSIGNMENT
For
value
received, _____________________________, hereby sells, assigns and transfers
unto _______________________________ the within Warrant, together with all
right, title and interest therein and does hereby irrevocably constitute and
appoint ____________ attorney, to transfer said Warrant on the books of the
Company, with full power of substitution.
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Dated:
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