Contract
THIS
WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER
THE
SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE
SECURITIES LAWS. THIS WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE
OF
THIS WARRANT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF
SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE SECURITIES
ACT
AND SUCH STATE LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY SATISFACTORY
TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED. THIS
WARRANT AND THE COMPANY'S SUBSCRIPTION AGREEMENT WITH THE HOLDER SET FORTH
THE
COMPANY’S OBLIGATIONS TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF SUCH
SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.
THIS
WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY PERSON OR ENTITY THAT
IS
NOT AN ACCREDITED INVESTOR WITHIN THE MEANING OF RULE 501, PROMULGATED UNDER
THE
ACT.
___________
Warrants
Void
after 5:00 p.m., Colorado time on February __, 2011
COMMON
STOCK
PURCHASE
WARRANT
OF
AERO
GROW
INTERNATIONAL, INC.
AERO
GROW
INTERNATIONAL, INC., a Nevada corporation (the “Company”), hereby certifies
that, for value received,
____________________ (the
“Warrant Holder”) is the owner of the number of common stock purchase warrants
(“Warrants”) specified above, each of which entitles the holder thereof to
purchase, at any time during the period commencing on the Commencement Date
(as
defined herein) and ending on the Expiration Date (as defined herein), one
fully
paid and non-assessable share of common stock, par value $.001 per share
(“Common Stock”), of the Company at a purchase price equal to the Exercise Price
(as defined in Section 1.2) in lawful money of the United States of America
in
cash, subject to adjustment as hereinafter provided. These Warrants are part
being issued to the Warrant Holder as placement agent warrants as part of the
duly authorized issuance of up to 2,400,000 shares of Common Stock and attached
Warrants to purchase shares of Common Stock, issued or to be issued by the
Company as part of a certain private offering (“Offering”) pursuant a private
placement memorandum dated February 6, 2006, as amended or
supplemented.
1. WARRANT;
EXERCISE PRICE.
1.1 Each
Warrant shall entitle the Warrant Holder the right to purchase one share of
Common Stock of the Company (individually, a “Warrant Share” severally, the
“Warrant Shares”).
1.2 The
purchase price payable upon exercise of each Warrant (“Exercise Price”) shall be
$6.25. The Exercise Price and number of Warrant Shares purchasable pursuant
to
each Warrant are subject to adjustment as provided in Section 8.
2. EXERCISE
OF WARRANT; EXPIRATION DATE.
2.1 This
Warrant is exercisable during the period commencing on February ___, 2006
(“Commencement Date”) and ending on the Expiration Date (as defined below in
Section 2.5), in whole or from time to time in part, at the option of the
Warrant Holder, upon surrender of this Warrant to the Company together with
a
duly completed form of exercise attached hereto and payment of an amount equal
to the then applicable Exercise Price multiplied by the number of Warrant Shares
then being purchased upon such exercise.
2.2 Notwithstanding
any provisions herein to the contrary, if the “last sale price” (as defined in
Section 2.5 below) of the Common Stock on the trading day immediately prior
to
the date of exercise is greater than the Exercise Price, in lieu of exercising
this Warrant for cash, the Warrant Holder may elect to receive shares of Common
Stock equal to the value (as determined by the formula below) of this Warrant
(or the portion thereof being canceled) by surrender of this Warrant to the
Company, together with a duly completed and executed form of exercise attached
hereto and notice of such election, in which event the Company shall issue
to
the Warrant Holder a number of shares of Common Stock computed using the
following formula:
X
=
Y
(A-B)
A
|
Where
|
X
=
|
the
number of shares of Common Stock to be issued to the Warrant
Holder
|
|
Y
=
|
the
total 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
last sale price of one share of the Company’s Common Stock (on the trading
day immediately prior to the date of exercise)
|
|
|
B
=
|
Exercise
Price (as adjusted to the date of such
calculation)
|
2.3 Each
exercise of this Warrant shall be deemed to have been effected immediately
prior
to the close of business on the day on which this Warrant shall have been
surrendered to the Company as provided in Section 2.1. At such time, the person
or persons in whose name or names any certificates for Warrant Shares shall
be
issuable upon such exercise as provided in subsection 2.4 below shall be deemed
to have become the holder or holders of record of the Warrant Shares represented
by such certificates.
2
2.4 Within
three business days after the exercise of the purchase right represented by
this
Warrant, the Company at its expense will use its best efforts to cause to be
issued in the name of, and delivered to, the Warrant Holder, or, subject to
the
terms and conditions hereof, to such other individual or entity as such Warrant
Holder (upon payment by such Warrant Holder of any applicable transfer taxes)
may direct:
(a) a
certificate or certificates for the number of full Warrant Shares to which
such
Warrant Holder shall be entitled upon such exercise plus, in lieu of any
fractional share to which such Warrant Holder would otherwise be entitled,
cash
in an amount determined pursuant to Section 2.4 hereof, and
(b) in
case
such exercise is in part only, a new Warrant or Warrants (dated the date hereof)
of like tenor, stating on the face or faces thereof the number of shares
currently stated on the face of this Warrant minus the number of such shares
purchased by the Warrant Holder upon such exercise as provided in subsection
2.1
(prior to any adjustments made thereto pursuant to the provisions of this
Warrant).
2.5 The
Company shall not be required upon the exercise of this Warrant to issue any
fractional shares, but shall make an adjustment thereof in cash on the basis
of
the “last sale price” (as defined below) of the Company's Common Stock on the
trading day immediately prior to the date of exercise. For purposes of this
Section 2.5, “last sale price” shall mean (i) if the Common Stock is listed on a
national securities exchange or quoted on the Nasdaq National Market, Nasdaq
Capital Markets or NASD OTC Bulletin Board (or successor such as the Bulletin
Board Exchange), the last sale price of the Common Stock in the principal
trading market for the Common Stock as reported by the exchange, Nasdaq or
the
NASD, as the case may be; (ii) if the Common Stock is not listed on a national
securities exchange or quoted on the Nasdaq National Market, Nasdaq Capital
Markets or the NASD OTC Bulletin Board (or successor such as the Bulletin Board
Exchange), but is traded in the residual over-the-counter market, the closing
bid price for the Common Stock on the last trading day preceding the date in
question for which such quotations are reported by the Pink Sheets, LLC or
similar publisher of such quotations; and (iii) if the fair market value of
the
Common Stock cannot be determined pursuant to clause (i) or (ii) above, such
price as the Board of Directors of the Company shall determine, in good faith.
2.6 The
term
“Expiration Date” shall mean 5:00 p.m., Colorado time on February ___, 2011, or
if such date shall in the State of Colorado be a holiday or a day on which
banks
are authorized to close, then 5:00 p.m., Colorado time the next following day
which in the State of Colorado is not a holiday or a day on which banks are
authorized to close or in the event of any merger, consolidation, or sale of
substantially all the assets of the Company as, an entirety, resulting in any
distribution to the Company’s stockholders, prior to the Expiration Date, the
Warrant Holder shall have the right to exercise this Warrant commencing at
such
time through the Expiration Date into the kind and amount of shares of stock
and
other securities and property (including cash) receivable by a holder of the
number of shares of Common Stock into which this Warrant might have been
exercisable immediately prior thereto.
2.7 This
Warrant is not redeemable by the Company, in whole and not in part.
3
3. REGISTRATION
AND TRANSFER ON COMPANY BOOKS.
3.1 The
Company (or an agent of the Company) will maintain a register containing the
names and addresses of the Warrant Holders. Any Warrant Holder may change its,
his or her address as shown on the warrant register by written notice to the
Company requesting such change.
3.2 The
Company shall register upon its books any transfer of a Warrant upon surrender
of same as provided in Section 5.
4. RESERVATION
OF SHARES.
The
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of this Warrant, such Warrant Shares and other stock,
securities and property, as from time to time shall be issuable upon the
exercise of this Warrant. As
long
as the Warrant shall be outstanding, the Company shall use its best efforts
to
cause all Warrant Shares issuable upon exercise of the Warrants to be listed
(subject to official notice of issuance) on each securities exchange (or, if
applicable on Nasdaq or the OTC Bulletin Board or any successor trading market)
on which the Common Stock is then listed and/or quoted.
5. EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF WARRANTS.
This
Warrant is exchangeable, without expense, at the option of the Warrant Holder,
upon presentation and surrender hereof to the Company for other warrants of
different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.
Subject to the terms of Section 6, upon surrender of this Warrant to the Company
at its principal office or at the office of its transfer agent, if any, with
the
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of assignment
and
this Warrant shall be promptly canceled. This Warrant may be divided or combined
with other warrants which carry the same rights upon presentation hereof at
the
principal office of the Company together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by
the
Warrant Holder hereof. The term “Warrant” as used herein includes any Warrants
into which this Warrant may be divided or exchanged. Upon receipt by the Company
of reasonable evidence of the ownership of and the loss, theft, destruction
or
mutilation of this Warrant and, in the case of loss, theft or destruction,
of
indemnity reasonably satisfactory to the Company, or, in the case of mutilation,
upon surrender and cancellation of the mutilated Warrant, the Company shall
execute and deliver in lieu thereof a new Warrant of like tenor and date
representing an equal number of Warrants.
6. LIMITATION
ON EXERCISE AND SALES.
Each
holder of this Warrant acknowledges that this Warrant and the Warrant Shares
have not been registered under the Securities Act, as of the date of issuance
hereof and agrees not to sell, pledge, distribute, offer for sale, transfer
or
otherwise dispose of this Warrant, or any Warrant Shares issued upon its
exercise, in the absence of: (i) an effective registration statement under
the
Securities Act as to this Warrant or such Warrant Shares, as the case may be,
under any applicable Blue Sky or state securities law then in effect, or (ii)
an
opinion of counsel, satisfactory to the Company, that such registration and
qualification are not required. In addition, this Warrant only may be
transferred to a transferee who certifies in writing to the Warrant Holder
and
to the Company that such transferee is an “accredited investor” within the
meaning of Rule 501(a) promulgated by the Commission under the Securities
Act.
4
The
Company shall be under no obligation to issue the shares covered by such
exercise unless and until the Warrant Holder shall have executed the form of
exercise annexed hereto that states that at the time of such exercise that
it is
then an “accredited investor” within the meaning of Rule 501(c) promulgated by
the Commission under the Securities Act, is acquiring such shares for its own
account, and will not transfer the Warrant Shares unless pursuant to an
effective and current registration statement under the Securities Act or an
exemption from the registration requirements of the Securities Act and any
other
applicable restrictions, in which event the Warrant Holder shall be bound by
the
provisions of a legend or legends to such effect that shall be endorsed upon
the
certificate(s) representing the Warrant Shares issued pursuant to such exercise.
In such event, the Warrant Shares issued upon exercise hereof shall be imprinted
with a legend in substantially the following form:
“This
security has been acquired for investment and has not been registered under
the
Securities Act of 1933, as amended, or applicable state securities laws. This
security may not be sold, pledged or otherwise transferred in the absence of
such registration or pursuant to an exemption therefrom under said Act and
such
laws, supported by an opinion of counsel, reasonably satisfactory to the Company
and its counsel, that such registration is not required.”
7. REGISTRATION
RIGHTS OF WARRANT HOLDER.
The
Company has agreed to file and to use its best efforts to have declared
effective a registration statement with the Commission to register for resale
the Warrant Shares purchasable under this Warrant on a registration statement
(the “Registration Statement”), on the same terms and conditions of the
registration rights granted to investors in the Offering as set forth in Section
10 of the Subscription Agreement signed by the investors and accepted by the
Company in connection with the Offering. These registration rights shall inure
to the benefit of the transferees of this Warrant and the Warrant
Shares.
8. ADJUSTMENT
OF PURCHASE PRICE AND NUMBER OF SHARES DELIVERABLE.
The
Exercise Price and the number of Warrant Shares purchasable pursuant to each
Warrant shall be subject to adjustment from time to time as hereinafter set
forth in this Section 8:
(a) In
case,
prior to the expiration of this Warrant by exercise or by its terms, the Company
shall issue any shares of its Common Stock as a stock dividend or subdivide
the
number of outstanding shares of its Common Stock into a greater number of
shares, then in either of such cases, the then applicable Exercise Price per
Warrant Share purchasable pursuant to this Warrant in effect at the time of
such
action shall be proportionately reduced and the number of Warrant Shares at
that
time purchasable pursuant to this Warrant shall be proportionately increased;
and conversely, in the event the Company shall reduce the number of outstanding
shares of Common Stock by combining such shares into a smaller number of shares,
then, in such case, the then applicable Exercise Price per Warrant Share
purchasable pursuant to this Warrant in effect at the time of such action shall
be proportionately increased and the number of Warrant Shares at that time
purchasable pursuant to this Warrant shall be proportionately decreased. If
the
Company shall, at any time during the life of this Warrant, declare a dividend
payable in cash on its Common Stock and shall at substantially the same time
offer to its stockholders a right to purchase new Common Stock from the proceeds
of such dividend or for an amount substantially equal to the dividend, all
Common Stock so issued shall, for the purpose of this Warrant, be deemed to
have
been issued as a stock dividend. Any dividend paid or distributed upon the
Common Stock in stock of any other class of securities convertible into shares
of Common Stock shall be treated as a dividend paid in Common Stock to the
extent that shares of Common Stock are issuable upon conversion
thereof.
5
(b) In
case,
prior to the expiration of this Warrant by exercise or by its terms, the Company
shall be recapitalized by reclassifying its outstanding Common Stock, (other
than a change in par value to no par value), or the corporation or a successor
corporation shall consolidate or merge with or convey all or substantially
all
of its or of any successor corporation’s property and assets to any other
corporation or corporations (any such other corporations being included within
the meaning of the term “successor corporation” hereinbefore used in the event
of any consolidation or merger of any such other corporation with, or the sale
of all or substantially all of the property of any such other corporation to,
another corporation or corporations), then, as a condition of such
recapitalization, consolidation, merger or conveyance, lawful and adequate
provision shall be made whereby the holder of this Warrant shall thereafter
have
the right to purchase, upon the basis and on the terms and conditions specified
in this Warrant, in lieu of the Warrant Shares theretofore purchasable upon
the
exercise of this Warrant, such shares of stock, securities or assets as may
be
issued or payable with respect to, or in exchange for the number of Warrant
Shares theretofore purchasable upon the exercise of this Warrant, had such
recapitalization, consolidation, merger, or conveyance not taken place; and
in
any such event, the rights of the Warrant Holder to any adjustment in the number
of Warrant Shares purchasable upon the exercise of this Warrant, as hereinbefore
provided, shall continue and be preserved in respect of any stock which the
Warrant Holder becomes entitled to purchase.
(c) In
case
the Company at any time while this Warrant shall remain unexpired and
unexercised shall sell all or substantially all of its property or dissolve,
liquidate, or wind up its affairs, lawful provision shall be made as part of
the
terms of any such sale, dissolution, liquidation or winding up, so that the
holder of this Warrant may thereafter receive upon exercise hereof in lieu
of
each Warrant Share that it would have been entitled to receive, the same kind
and amount of any securities or assets as may be issuable, distributable or
payable upon any such sale, dissolution, liquidation or winding up with respect
to each share of Common Stock of the Company, provided, however, that in any
case of any such sale or of dissolution, liquidation or winding up, the right
to
exercise this Warrant shall terminate on a date fixed by the Company; such
date
so fixed to be not earlier than 5:00 p.m., Colorado time, on the forty-fifth
day
next succeeding the date on which notice of such termination of the right to
exercise this Warrant has been given by mail to the registered holder of this
Warrant at its address as it appears on the books of the Company.
(d) No
adjustment in the per share Exercise Price shall be required unless such
adjustment would require an increase or decrease in the Exercise Price by at
least $0.01; provided, however, that any adjustments that by reason of this
subsection are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 8
shall be made to the nearest cent or to the nearest 1/100th of a share, as
the
case may be.
(e) 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 to be observed or
performed hereunder by the Company but will at all times in good faith assist
in
the carrying out of all the provisions of this Section 8 and in the taking
of
all such actions as may be necessary or appropriate in order to protect against
impairment of the rights of the Warrant Holder to adjustments in the Exercise
Price.
6
(f) Upon
the
happening of any event requiring an adjustment of the Exercise Price hereunder,
the Company shall give written notice thereof to the Warrant Holder stating
the
adjusted Exercise Price and the adjusted number of Warrant Shares resulting
from
such event and setting forth in reasonable detail the method of calculation
and
the facts upon which such calculation is based.
9. VOLUNTARY
ADJUSTMENT BY THE COMPANY.
The
Company may, at its option, at any time during the term of the Warrants, reduce
the then current Exercise Price to any amount deemed appropriate by the Board
of
Directors of the Company and/or extend the date of the expiration of the
Warrants.
10. RIGHTS
OF THE HOLDER.
The
Warrant Holder shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Company, either at law or equity, and the rights of the
Warrant Holder are limited to those expressed in the Warrant and are not
enforceable against the Company except to the extent set forth herein.
11. NOTICES
OF RECORD DATE.
In
case:
(a) the
Company shall take a record of the holders of its Common Stock (or other stock
or securities at the time deliverable upon the exercise of this Warrant) for
the
purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares
of
any class or any other securities, or to receive any other right, or
(b) of
any
capital reorganization of the Company, any reclassification of the capital
stock
of the Company, any consolidation or merger of the Company with or into another
corporation (other than a consolidation or merger in which the Company is the
surviving entity), or any transfer of all or substantially all of the assets
of
the Company, or
(c) of
the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to
the
Warrant Holder a notice specifying, as the case may be, (i) the date on which
a
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,
or
(ii) the effective date on which such reorganization, reclassification,
consolidation, merger, transfer, 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 such other stock or securities at the time
deliverable upon the exercise of this Warrant) shall be entitled to exchange
their shares of Common Stock (or such other stock or securities) for securities
or other property deliverable upon such reorganization, reclassification,
consolidation, merger, transfer, dissolution, liquidation or winding-up. Such
notice shall be mailed at least twenty days prior to the record date or
effective date for the event specified in such notice, provided that the failure
to mail such notice shall not affect the legality or validity of any such
action.
12. SUCCESSORS.
The
rights and obligations of the parties to this Warrant will inure to the benefit
of and be binding upon the parties hereto and their respective heirs,
successors, assigns, pledgees, transferees and purchasers. Without limiting
the
foregoing, the registration rights referred to in Section 7 of this Warrant
shall inure to the benefit of the Warrant Holder and all the Warrant Holder’s
successors, heirs, pledgees, assignees, transferees and purchasers of this
Warrant and the Warrant Shares.
7
13. CHANGE
OR WAIVER.
Any
term of this Warrant may be changed or waived only by an instrument in writing
signed by the party against whom enforcement of the change or waiver is sought.
14. HEADINGS.
The
headings in this Warrant are for purposes of reference only and shall not limit
or otherwise affect the meaning of any provision of this Warrant.
15. GOVERNING
LAW.
This
Warrant shall be governed by and construed in accordance with the laws of the
State of Colorado as such laws are applied to contracts made and to be fully
performed entirely within that state between residents of that state except
to
the extent the laws of the State of Nevada mandatorily apply because the Company
is incorporated in the State of Nevada.
16. JURISDICTION
AND VENUE.
The
Company (i) agrees that any legal suit, action or proceeding arising out of
or
relating to this Warrant shall be instituted exclusively in the District Court,
City and County of Denver or in the United States District Court for the
District of Colorado, (ii) waives any objection to the venue of any such suit,
action or proceeding and the right to assert that such forum is not a convenient
forum, and (iii) irrevocably consents to the jurisdiction of the District Court,
City and County of Denver, and the United States District Court for the District
of Colorado in any such suit, action or proceeding, and the Company further
agrees to accept and acknowledge service or any and all process that may be
served in any such suit, action or proceeding in the District Court, City and
County of Denver or in the United States District Court for the District of
Colorado in person or by certified mail addressed as provided in the following
Section.
17. MAILING
OF NOTICES, ETC.
All
notices and other communications under this Warrant (except payment) shall
be in
writing and shall be sufficiently given if delivered to the addressees in
person, by Federal Express or similar overnight courier service, or if mailed,
postage prepaid, by certified mail, return receipt requested, as follows:
| Registered Holder: |
To
his or her last known address as indicated on the Company’s books and
records.
|
| The Company: |
To
the Company’s Chief Executive Officer at the address of the Company’s
principal office as set forth in the last filing by the Company with
the
SEC
|
or
to
such other address as any of them, by notice to the others, may designate from
time to time. Notice shall be deemed given (a) when personally delivered, (b)
the scheduled delivery date if sent by Federal Express or other overnight
courier service or (c) the fifth day after sent by certified mail.
8
IN
WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer as of the ____ day of February, 2005.
AERO
GROW
INTERNATIONAL, INC.
By:
___________________________
Name:
W.
Xxxxxxx Xxxxxxxxxxx
Title:
CEO and President
9
Notice
of Exercise
To
Be
Executed by the Warrant Holder In Order to Exercise Warrants
The
undersigned Warrant Holder hereby irrevocably elects to:
|
¨
|
exercise
_____________ Warrants represented by this Warrant, and to purchase
thereunder, _______________ full shares of Common Stock issuable
upon the
exercise of such Warrants, by delivery of $___________ ($6.25 per
share);
or
|
|
¨
|
exercise
_____________ Warrants represented by this Warrant, and to purchase
thereunder, such number of full shares of Common Stock issuable upon
the
net issue exercise of such Warrants in accordance with Section 2.2
of this
Warrant.
|
The
undersigned Warrant Holder requests that certificates for such shares of Common
Stock shall be issued in the name of:
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(please
print or type name and address)
and
be
delivered to
(please
print or type name and address)
and
if
such number of Warrants shall not be all the Warrants evidenced by this Warrant,
that a new Warrant for the balance of such Warrants be registered in the name
of, and delivered to, the registered Warrant Holder at the address stated
above.
The
undersigned hereby represents and warrants to the Company that it is an
“Accredited Investor” within the meaning of Rule 501(c) of the Securities Act of
1933, as amended (the “Securities Act”), and is acquiring these securities for
its own account and not with a view to, or for sale in connection with, any
distribution thereof, nor with any present intention of distributing or selling
the same. The undersigned further represents that it does not have any contract,
agreement, understanding or arrangement with any person to sell, transfer or
grant the shares of Common Stock issuable under this Warrant. The undersigned
understands that the shares it will be receiving are “restricted securities”
under Federal securities laws inasmuch as they are being acquired from AEROGROW
INTERNATIONAL, INC., in transactions not including any public offering and
that
under such laws, such shares may only be sold pursuant to an effective and
current registration statement under the Securities Act or an exemption from
the
registration requirements of the Securities Act and any other applicable
restrictions, in which event a legend or legends will be placed upon the
certificate(s) representing the Common Stock issuable under this Warrant
denoting such restrictions. The undersigned understands and acknowledges that
the Company will rely on the accuracy of these representations and warranties
in
issuing the securities underlying the Warrant.
Dated:
________________
_________________________________
(Signature
of Registered Holder)
10
ASSIGNMENT
FORM
To
be
executed by the Warrant Holder
In
order
to Assign Warrants
FOR
VALUE
RECEIVED,____________________________________ hereby sell, assigns and transfer
unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(Please
print or type name and address)
______________________
of the Warrants represented by this Warrant, and hereby irrevocably constitutes
and appoints ________________________ Attorney to transfer this Warrant on
the
books of the Company, with full power of substitution in the
premises.
Dated:_____________________
___________________________________
(Signature
of Registered Holder)
______________________________
(Signature
Guaranteed)
THE
SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST CORRESPOND TO THE
NAME AS WRITTEN UPON THE FACE OF THIS WARRANT IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
BY A
COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, COLORADO STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR MIDWEST STOCK
EXCHANGE.
CERTIFICATION
OF STATUS OF TRANSFEREE
TO
BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT
The
undersigned transferee hereby certifies to the registered holder of this Warrant
and to AEROGROW INTERNATIONAL, INC. that the transferee is an “accredited
investor” within the meaning of Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended.
Dated:____________________
___________________________________
(Signature
of Transferee)
11
