REDEEMABLE "B" WARRANT
WARRANT TO PURCHASE _______________SHARE OF COMMON STOCK
OFFICE MANAGERS, INC.
This certified that, for the value received______________________, the
registered holder hereof or its assigns ( the "Warrant Holder") is entitled
to purchase from Office Managers, Inc., a Nevada corporation (the
"Company") at any time from _____________to ______________, at the purchase
price of $1.20 per share (the "Warrant Price"), the number of shares of
Common Stock, par value $.001, of the Company set forth above. The number
of shares purchasable upon exercise of this Warrant and the Warrant Price
per share shall be subject to adjustment from time to time as set forth in
the Warrant Agency Agreement referred to below.
The Warrant may be exercised in whole or in part by presentation of
this Warrant with the Purchase Form, duly executed and simultaneous payment
of the Warrant Price (subject to adjustment) at the principal office of the
Company at 000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000. Payment of such price shall
be made at the option of the Warrant Holder in cash or by certified funds.
The Company shall not permit the exercise of any Redeemable "B"
Warrants until a registration statement is in effect for the common shares
to be purchased upon the exercise of the Warrants pursuant to the Warrant
Agency Agreement.
This Warrant evidences the right to purchase an aggregate of up to
___________shares of Common Stock, $.001 par value, of the Company and is
issued under and in accordance with a Warrant Agency Agreement dated as of
____________________ (the "Warrant Agency Agreement"), between the Company
and Interwest Transfer Company, Inc., which is incorporated by reference,
and is subject to the terms and provisions contained in the Warrant Agency
Agreement, to all of which the Warrant Holder of this Warrant by acceptance
hereof consents.
This "B" Warrant is redeemable by the Company, in whole or in part,
upon thirty days notice to the Warrant Holder, at the price of $.001 per
warrant (the "Redemption Price). The Company shall have the right to
redeem warrants at the redemption price only if a registration statement
for the shares underlying the warrants has been given an effective date by
the Securities and Exchange Commission and the bid for the Company's
publicly traded Common shares is greater than $1.20 for ten consecutive
trading days.
Upon any partial exercise of this Warrant, there shall be signed and
issued to the Warrant Holder hereof, a new Warrant in respect to the Shares
as to which this Warrant shall not have been exercised. This Warrant may
be exchanged at the office of the Company by surrender of this Warrant,
properly endorsed, for one or more new Warrants to purchase the same
aggregate number of shares represented by the Warrants exchanged. No
fractional shares will be issued hereunder, but the Company shall pay the
cash value of any fraction upon the exercise of one or more Warrants. This
Warrant is transferable at the office of the Company in the manner and
subject to the limitations set forth in the Warrant Agency Agreement.
This Warrant does not entitle any Warrant Holder to any of the rights
of a stockholder of the Company.
Dated:________________________
OFFICE MANAGERS, INC.
By: ______________________________
Xxxx Xxxxxx, President
Attest:________________________
ASSIGNMENT
(Form of Assignment to be Executed if the Warrant Holder Desires to
Transfer Warrants Evidenced Hereby)
FOR VALUE RECEIVED, ____________________________________________hereby
sells, assigns and transfers to
___________________________________________________________
________________________________________________
(Please insert social security or other identifying number)
________________________________________________
________________________________________________
________________________________________________
(Please print name and address including zip code.)
_________________________________________________________________________
Warrants represented by this Warrant Certificate and does hereby
irrevocably constitute and appoint
_________________________________________________________________________
Attorney, to transfer said Warrants on the books of the Warrant Agent with
full power of substitution in the premises.
Dated:____________________________
_____________________________________
Signature
(Signature must conform in all respects to
name of holder as specified on the face of
this Warrant Certificate)
Signature Guaranteed:
_________________________________
PURCHASE FORM
(Form of Exercise to be Executed if the Warrant Holder Desires to
Exercise Warrants Evidenced Hereby)
Warrant Agent:
The Undersigned hereby irrevocably elects to
exercise_______________________Warrants represented by this Warrant
Certificate ant to purchase thereunder the full number of Share issuable
upon exercise of such Warrants and encloses $______________________as the
purchase price therefor, and requests that certificated for such Shares
shall be issued in the name of, and cash for any fractional Shares shall be
paid to,
_____________________________________________
(Please insert social security or other identifying number)
____________________________________
____________________________________
____________________________________
(Please print name and address including zip code.)
__________________________________________________________________________
and, if said number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the
unexercised number of Warrants evidenced by this Warrant Certificate, be
delivered to the Warrant Holder except as such unexercised number of
Warrants may be assigned under the form of Assignment appearing hereon.
Dated:
_______________________________________
Signature
(Signature must conform in all respects to
name of the Warrant Holder as specified on
the face of this Warrant Certificate)
Signature Guaranteed:
____________________________________
NOTICE: Signature must be medallion signature guaranteed by a commercial
bank or member firm of one of the following stock exchanges: New York Stock
Exchange, Pacific Stock Exchange or American Stock Exchange
