Exhibit 10.16
WARRANT AGREEMENT
OF NATIONAL PARKING SYSTEMS, INC.
500,000 SHARES
DATED AS OF NOVEMBER 1, 2005
WARRANT AGREEMENT
This WARRANT AGREEMENT (this "Agreement") is made and entered into as of
November 1, 2005 (the "Issuance Date"), by and between National Parking Systems,
Inc., a Nevada corporation (the "Company"), and Xxxxx Xxxxxxxxxxxx, dba
Financial Systems International or its assigns (the "Holder").
The Company and the Holder hereby agree as follows:
SECTION 1. ISSUANCE OF THE WARRANT; TRANSFERABILITY AND FORM OF THE WARRANT.
a. THE WARRANT. The Company hereby grants to the Holder a warrant
attached hereto as Annex A (the "Warrant") to purchase up to an aggregate
of 500,000 shares of the common stock of the Company (the "Common Stock"),
at an exercise price of $1.00 per share. The shares of fully paid, duly
authorized and non-assessable Common Stock issuable upon exercise of the
Warrant are referred herein as the "Warrant Shares."
b. TRANSFER RESTRICTIONS. Holder agrees not to sell, transfer or
otherwise dispose of the Warrant or Warrant Shares, unless a registration
statement under the Securities Act of 1933, as amended (the "Securities
Act"), is in effect with regard thereto or unless such sale, transfer or
other disposition is made pursuant to a transaction exempt from such
registration and registration or qualification under applicable state
securities laws.
c. TRANSFER - GENERAL. Subject to the terms hereof, the Warrant shall
be transferable only on the books of the Company maintained at its
principal office upon delivery thereof duly endorsed by the Holder or by
its duly authorized attorney or representative, or accompanied by proper
evidence of succession, assignment or authority to transfer. In all cases
of transfer, the original power of attorney, duly approved, or a copy
thereof, duly certified, shall be deposited and remain with the Company. In
case of transfer by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited and to remain with the
Company in its discretion. Upon any registration of transfer, the person to
whom such transfer is made shall receive a new Warrant or Warrants as to
the portion of the Warrant transferred, and the Holder shall be entitled to
receive a new Warrant or Warrants from the Company as to the portion
thereof retained (each of which new Warrants shall evidence the right to
purchase one (1) Warrant Share or an integral multiple of one (1) Warrant
Share). The designated transferee or transferees will be recorded in the
register maintained by the Company as the Holder(s) of the new Warrant(s).
d. FORM OF THE WARRANT. The form of the Warrant and of the election to
purchase Warrant Shares (the "Subscription Form") shall be substantially as
set forth respectively in Annex A and Annex B attached hereto. The Warrant
and any replacement Warrant shall be executed on behalf of the Company by
its Chairman of the Board, its Chief Executive Officer, President or one of
its Vice Presidents. The Warrant shall be dated as of the date of execution
thereof by the Company either upon initial issuance or upon transfer.
SECTION 2. TERM OF THE WARRANT; EXERCISE OF THE WARRANT; RESTRICTIONS ON
EXERCISE; EXERCISE PRICE, ETC.
a. TERM OF THE WARRANT. Subject to the terms of this Agreement, Holder
shall have the right, which right may be exercised in whole or in part,
from time to time, beginning on the Issuance Date and ending on November 1,
2010 (the "Expiration Date"), to purchase from the Company Warrant Shares.
If the last day for the exercise of the Warrant is not a day (a "Business
Day") other than a Saturday, Sunday or other day on which commercial banks
in New York, New York are authorized or required by law to close, then the
Warrant may be exercised on the next succeeding Business Day.
Notwithstanding the foregoing, unless waived by the Company in
writing, in no event shall Holder be entitled to exercise any portion of
the Warrant to the extent that, after such exercise, the sum of (1) the
number of shares of Common Stock beneficially owned by the Holder, and (2)
the number of shares of Common Stock issuable upon the full or partial
exercise of the Warrant with respect to which the determination of this
sentence is being made, would result in beneficial ownership by Holder of
more than 4.99% of the outstanding shares of Common Stock (after taking
into account the shares to be issued to Holder upon such exercise). For
purposes of the immediately preceding sentence, beneficial ownership shall
be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") "), and Rule 13d-3 promulgated
thereunder. The Holder further agrees that if the Holder transfers or
assigns any of the Warrant to any affiliate of such Holder, such transfer
or assignment shall be made subject to the transferee's or assignee's
specific agreement to be bound by the provisions of this Section.
b. VESTING OF THE WARRANT. The Warrant is fully vested and may be
exercised on or after the Issuance Date in accordance with the terms of
this Agreement and the Warrant.
c. EXERCISE OF THE WARRANT. The Warrant may be exercised upon
surrender to the Company, at its principal office, of the Warrant, together
with the Subscription Form completed and signed, and upon payment to the
Company of the Exercise Price (as defined in and determined in accordance
with the provisions of Sections 2.5 hereof) for the number of Warrant
-------------
Shares in respect of which such Warrant is then being exercised (such
surrender of Warrant, delivery of the Subscription Form and payment of the
Exercise Price hereinafter called the "Exercise of the Warrant"). Upon
partial exercise, a new Warrant for the unexercised Warrant Shares shall be
delivered by the Company to Holder within five (5) Business Days. Payment
of the Exercise Price shall be by delivery of cash, or a certified or
official bank check in the amount of such Exercise Price.
Subject to Section 3 hereof, upon such surrender of a Warrant and
----------
payment of the Exercise Price as aforesaid, the Company shall issue and
cause to be delivered within five (5) Business Days to Holder or, upon the
written order of the Holder, in such name or names as Holder may designate,
a certificate or
certificates for the number of Warrant Shares so purchased upon the
exercise of such Warrant, together with cash, as provided in Section 6.4
-----------
hereof in lieu of any fractional Warrant Shares otherwise issuable upon
such surrender. Such certificate or certificates shall be deemed to have
been issued and any person so designated to be named therein shall be
deemed to have become a holder of record of such Warrant Shares as of the
date of the Exercise of the Warrant.
d. COMPLIANCE WITH GOVERNMENT REGULATIONS. Holder acknowledges that
neither the Warrant nor the Warrant Shares have been qualified or
registered under the Securities Act or any state securities laws, and
therefore may be sold or disposed of in the absence of such registration or
qualification only pursuant to an exemption from such registration or
qualification and in accordance with this Agreement. Until such time as the
Warrant Shares have been registered under the Securities Act, the Warrant
and the Warrant Shares willbear a legend to the following effect:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. SUCH SECURITIES MAY NOT BE
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THOSE SECURITIES LAWS.
e. EXERCISE PRICE. The price per share at which the Warrant Shares
shall be purchasable upon exercise of the Warrant shall be $1.00 per share
of Common Stock, subject to adjustment as provided in Section 6 hereof (the
---------
"Exercise Price").
SECTION 3. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes,
if any, attributable to the issuance of the initial Warrant delivered pursuant
to this Agreement and Warrant Shares upon the exercise of Warrant. The Company
shall not be required to pay any income tax or taxes resulting from the issuance
of the Warrant or any other tax or taxes other than as set forth above which may
be payable in respect of any transfer involved in the issue or delivery of the
Warrant or certificates for Warrant Shares.
SECTION 4. MUTILATED OR MISSING WARRANT. In case any Warrant shall be mutilated,
lost, stolen or destroyed, the Company shall issue and deliver in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest; but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of such Warrant and an agreement to indemnify the Company, also
reasonably satisfactory to the Company.
SECTION 5. RESERVATION OF WARRANT SHARES.
a. RESERVATION OF WARRANT SHARES. There have been reserved, and the
Company shall at all times reserve, out of its authorized and unissued
shares of Common Stock, that number of shares of Common Stock sufficient at
all times to provide for the full exercise of the Warrant. The transfer
agent for the Common Stock and every subsequent transfer agent ("Transfer
Agent") for any shares of the Company's capital stock issuable upon the
exercise of the Warrant will be and are hereby irrevocably authorized and
directed at all times until 5:00 p.m. Pacific Time on the Expiration Date
to reserve such number of authorized shares as shall be requisite for such
purpose. The Company will keep a copy of this Agreement on file with the
Transfer Agent for any shares of the Company's capital stock issuable upon
the exercise of the Warrant. The Company covenants that the issuance, sale
and delivery of the Warrant in accordance with this Agreement, and the
issuance, sale and delivery of the Warrant Shares upon exercise of the
Warrant have been duly authorized by all necessary corporate action on the
part of the Company. Sufficient authorized but unissued shares of Common
Stock have been reserved by all necessary corporate action in connection
with the prospective exercise of the Warrant. The Company covenants that
all Warrant Shares which may be issued upon exercise of Warrant will, upon
payment in accordance with this Agreement be duly authorized, validly
issued, fully paid, nonassessable, and free of and from all preemptive or
stock purchase rights, taxes, liens, charges, pledges, mortgages, security
interests, and other encumbrances or claims of any kind with respect
thereto except as created by such Holder. The Company will supply the
Transfer Agent with duly executed stock certificates for such purpose and
will provide or otherwise make available any cash which may be payable as
provided in Section 6.4 of this Agreement. The Company will furnish to such
-----------
Transfer Agent a copy of all notices of adjustments, and certificates
related thereto, transmitted to each Holder. Any Warrant surrendered in the
exercise of the rights thereby evidenced shall be, subject to the issuance
of replacement Warrant for the Warrant Shares not exercised at such time
pursuant to Section 2.3, canceled by the Company.
-----------
b. CANCELLATION OF WARRANT. In the event the Company shall purchase or
otherwise acquire any Warrant, the same shall be canceled and retired.
SECTION 6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The number
and kind of securities purchasable upon the exercise of the Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of certain events, as hereinafter discussed.
a. MECHANICAL ADJUSTMENTS. The number of Warrant Shares purchasable
upon the exercise of the Warrant and the Exercise Price shall be subject to
adjustment as follows:
i. SUBDIVISION OR COMBINATION OF SHARES. In case the Company
shall at any time subdivide (including, without limitation through a
stock split or stock dividend) its outstanding shares of Common Stock
into a greater number of shares, the Exercise Price in effect
immediately prior to such subdivision shall be proportionally reduced
and the number of Warrant Shares purchasable hereunder shall be
proportionately increased. In case the outstanding shares of the
Common Stock of the Company shall be combined (including, without
limitation through a reverse stock split) into a smaller number of
shares, the Exercise Price in effect immediately prior to such
combination shall be proportionately increased and the number of
Warrant Shares purchasable hereunder shall be proportionately
decreased.
ii. REORGANIZATION, MERGER, ETC. In case of any capital
reorganization, reclassification or similar transaction involving the
capital stock of the Company (other than as provided in Section
6(a)(ii)), any consolidation, merger or business combination of the
Company with another corporation, or the sale, conveyance or similar
transaction of all or substantially all of its assets to another
corporation, shall be effected in such a way that holders of the
Common Stock shall be entitled to receive stock, securities, or assets
(including cash) with respect to or in exchange for shares of the
Common Stock, then, prior to and as a condition of such
reorganization, reclassification, consolidation, merger, business
combination, sale, conveyance or similar transaction, lawful and
adequate provision shall be made whereby the Holder shall thereafter
have the right to receive upon exercise of the Warrant and in lieu of
the Warrant Shares, such shares of stock, securities or assets
(including cash) as may be issued or payable with respect to or in
exchange for a number of outstanding shares of Common Stock equal to
the number of shares of Common Stock immediately theretofore
purchasable upon the exercise of the Warrant had such reorganization,
reclassification, consolidation, merger, business combination, sale,
conveyance or similar transaction not taken place. In any such case,
appropriate provision shall be made with respect to the rights and
interests of the Holder to the end that the provisions hereof
(including, without limitation, provisions for adjustment of the
Exercise Price and of the number of Warrant Shares purchasable upon
the exercise of the Warrant) shall thereafter be applicable, as nearly
as possible in relation to any stock, securities or assets thereafter
deliverable upon the exercise of the Warrant.
iii. RECORD DATE. The record date for the holders of Common Stock
for the purpose of entitling them (a) to receive a dividend or other
distribution payable in shares of Common Stock or Common Stock
Equivalents, or (b) to subscribe for purchase or otherwise receive any
shares of Common Stock or Common Stock Equivalents shall be the date
determined by the Board as the record date for such purposes or, if
none is established by the Board, then the record date shall be the
date immediately prior to such action.
iv. PROHIBITED ACTIONS. So long as a Warrant is outstanding, then
the Company will not avoid or seek to avoid the observance or
performance of any of the terms of this Agreement or the Warrant or
take any action which results in the occurrence of any of the
foregoing, but will at all times in good faith carry out of all such
terms and take all such actions as may be necessary or appropriate in
order to protect the rights of the Holder of the Warrant against
dilution or other impairment.
v. ADJUSTMENT NOTICES TO HOLDER. Whenever the number of Warrant
Shares purchasable upon the exercise of the Warrant or the Exercise
Price of such Warrant Shares is adjusted, as herein provided, the
Company shall, within ten (10) business days following the event which
triggered such adjustment, mail by first class, postage prepaid, to
each Holder notice of such adjustment or adjustments and shall deliver
to each Holder a copy of a certificate (an "Adjustment Certificate")
of either the Board of Directors of the Company or of a firm of
independent public accountants selected by the Board of Directors of
the Company (who may be the regular accountants employed by the
Company) setting forth the number of Warrant Shares purchasable upon
the exercise of the Warrant and the Exercise Price of such Warrant
Shares after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by
which such adjustment was made.
vi. EXERCISE PRICE DEFINED. As used in this Agreement and the
Warrant, the term "Exercise Price" shall mean the purchase price per
share specified in this Agreement and the Warrant until the occurrence
of an event specified in this Section 6 and thereafter shall mean said
---------
price, as adjusted from time to time, in accordance with the
provisions of this Section 6.
---------
vii. ADJUSTMENTS: ADDITIONAL SHARES, SECURITIES OR ASSETS. In the
event that at any time, as a result of an adjustment made pursuant to
this Section 6, the Holder shall, upon Exercise of the Warrant, become
---------
entitled to receive shares and/or other securities or assets (other
than Common Stock) then, wherever appropriate, all references herein
to shares of Common Stock shall be deemed to refer to and include such
shares and/or other securities or assets; and thereafter the number of
such shares and/or other securities or assets.
viii. COMPUTATION OF ADJUSTMENT. If any adjustment to the number
of shares of Common Stock issuable upon the exercise of each Warrant
or any adjustment to the Exercise Price is required pursuant to
Section 6 hereof, the number of shares of Common Stock issuable upon
----------
exercise of each Warrant or the Exercise Price shall be rounded up to
the nearest 1/100th cent or 1/100th Share, as appropriate.
6.2 NOTICE OF CONSOLIDATION OR MERGER. If the Company shall at any time
consolidate or merge into any other corporation or transfer all or substantially
all of its assets, then the Company shall deliver written notice to the Holder
of such merger, consolidation or sale of assets at least twenty (20) days prior
to the closing of such merger, consolidation or sale of assets and the Warrant
shall terminate and expire immediately prior to the closing of such merger,
consolidation or sale of assets. In addition, if the Company should be acquired
by any other corporation, then this Warrant shall automatically be assumed by
such acquiring corporation, and it shall be a condition to such acquisition that
this Warrant be converted into the right to purchase such securities, cash or
other assets delivered to holders of common stock of the Company at closing, as
if this Warrant were exercised immediately prior to such closing.
6.3 STATEMENT ON THE WARRANT. Irrespective of any adjustments in the
Exercise Price or the number or kind of shares purchasable upon the exercise of
the Warrant, the Warrant theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in the
Warrant initially issuable pursuant to this Agreement; provided, however, that
the Warrant shall be exercisable on the terms set forth in the latest Adjustment
Certificate delivered pursuant to Section 6(a)(v) hereof.
--------------
SECTION 7. INTENTIONALLY LEFT BLANK.
SECTION 8. NO RIGHTS AS STOCKHOLDER; NOTICES TO HOLDER. Nothing contained in
this Agreement or in the Warrant shall be construed as conferring upon the
Holder or its permitted transferees the right to vote or to receive dividends or
to consent to or receive notice as a stockholder in respect of any meeting of
stockholders for the election of directors of the Company or any other matter,
or any rights whatsoever as a stockholder of the Company; provided that this
provision shall not limit the required notice as set forth in Section 6 hereof.
---------
SECTION 9. INSPECTION OF WARRANT AGREEMENT. The Company shall keep copies of
this Agreement and any and all notices given or received hereunder available for
inspection by the Holder during normal business hours at its principal office.
SECTION 10. IDENTITY OF TRANSFER AGENT. Forthwith upon the appointment of any
subsequent transfer agent for the Common Stock or any other shares of the
Company's capital stock issuable upon the exercise of the Warrant the Company
will notify the Holder of the name and address of such subsequent transfer
agent.
SECTION 11. NOTICES. Any notices, requests and demands by the Holder to the
Company pursuant to this Agreement to be effective shall be in writing
(including by facsimile), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or three (3)
days after being deposited in the mail, postage prepaid, or, in the case of a
facsimile notice, when received, or, in the case of delivery by a nationally
recognized overnight courier, when received, addressed to the Company at the
address listed in its most recently filed report with the Securities Exchange
Commission, or such other address as may be provided by the Company to Holder
from time to time.
Any notices, requests and demands by the Company to the Holder pursuant to this
Agreement to be effective shall be in writing (including by facsimile), and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered by hand, or three (3) days after being deposited in
the mail, postage prepaid, or, in the case of a facsimile notice, when received,
or, in the case of delivery by a nationally recognized overnight courier, when
received, addressed to the Holder at their addresses on the signature page
hereto. Each party hereto may from time to time change the address to which
notices to it are to be delivered or mailed hereunder by notice in writing to
the other party.
SECTION 12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada, without giving effect to
principles of conflict of laws thereof The parties hereto agree to submit to the
jurisdiction of the courts of the State of California in any action or
proceeding arising out of or relating to this Agreement. Venue for any such
actions shall be in the state or federal courts of Atlanta, Georgia. In the
event of litigation, the prevailing party shall be entitled to reasonable
attorneys' fees and costs.
SECTION 13. SUPPLEMENTS AND AMENDMENTS. The Company and the Holder may from time
to time supplement or amend this Agreement in order to cure any ambiguity or to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and the
Holder may deem necessary or desirable and which shall not be inconsistent with
the provisions of the Warrant and which shall not adversely affect the interests
of the Holder. Any such supplement or amendment shall be effective only if
signed by the Company and the Holder.
SECTION 14. SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company shall bind and inure to the benefit of the
successors and assigns of the parties hereto.
SECTION 15. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to confer upon any person other than the Company and the Holder (and
their respective successors and assigns) any legal or equitable right, remedy or
claim under this Agreement and this Agreement shall be for the sole and
exclusive benefit of the Company and the Holder, and their respective assignees.
SECTION 16. CAPTIONS. The captions of the Sections of this Agreement have been
inserted for convenience only and shall have no substantive effect.
SECTION 17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts each of which when so executed shall be deemed to be an original;
but such counterparts together shall constitute but one and the same instrument.
SECTION 18. LIMITATION OF LIABILITY. No provision hereof, in the absence of
affirmative action by any Holder to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of any Holder of a Warrant, shall
give rise to any liability of such Holder for the purchase price of any Common
Stock or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
SECTION 19. WAIVER AND COURSE OF DEALING. No course of dealing or any delay or
failure to exercise any right hereunder on the part of any party thereto shall
operate as a waiver of such right or otherwise prejudice the rights, powers or
remedies of such party.
SECTION 20. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO
THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN
A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed as of the day, month and year first above written.
HOLDER: THE COMPANY:
Xxxxx Xxxxxxxxxxxx, NATIONAL PARKING SYSTEMS, INC.,
dba Financial Systems International. a Nevada corporation
/s/ Xxxxx Xxxxxxxxxxxx
------------------------- By: /s/ Xxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxxxxxx -------------------
Title: Name: Xxxx Xxxxxxxx
Title: CEO
ANNEX A
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR WITH
THE SECURITIES COMMISSION OF ANY STATE UNDER ANY APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS. SECURITIES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR IN A TRANSACTION EXEMPT FROM
THE REGISTRATION REQUIREMENTS OF THOSE SECURITIES LAWS.
Warrant No. 500,000 Shares
COMMON STOCK PURCHASE WARRANT
Void After 5:00 P.M.
Pacific Time on November 1, 2010
THIS CERTIFIES THAT, for value received, Xxxxx Xxxxxxxxxxxx, dba Financial
Systems International, the registered holder of this Common Stock Purchase
Warrant (the "Warrant") or permitted assigns (the "Holder"), is entitled to
purchase from National Parking Systems, Inc., a Nevada corporation (the
"Company"), subject to Section 2.1 of the Warrant Agreement dated as of November
1, 2005, by and between the Company and Xxxxx Xxxxxxxxxxxx, dba Financial
Systems International (the "Warrant Agreement"), at any time until 5:00 p.m.
Pacific Time on November 1, 2010 (the "Expiration Date"), 500,000 shares of the
common stock of the Company (the "Common Stock") at a price per share of $1.00
per share (the "Purchase Price"). The number of shares purchasable upon exercise
of this Warrant and the Purchase Price per share shall be subject to adjustment
from time to time as set forth in the Warrant Agreement.
This Warrant is issued under and in accordance with the Warrant Agreement
and is subject to the terms and provisions contained in the Warrant Agreement,
all of which are incorporated herein by reference. A copy of the Warrant
Agreement maybe obtained for inspection by the Holder hereof upon written
request to the Company.
This Warrant may be exercised in whole or in part by presentation of this
Warrant with the Subscription Form, the form of which is attached hereto, duly
executed and simultaneous payment of the Exercise Price (subject to adjustment)
at the principal office of the Company. Payment of such price shall be payable
at the option of the Holder hereof in cash or by certified or official bank
check or wire transfer as set forth in the Warrant Agreement.
This Warrant may be exercised in whole or in part. Upon partial exercise, a
Warrant for the unexercised portion shall be delivered to the Holder. No
fractional shares will be issued upon the exercise of this Warrant but the
Company shall pay the cash value of any fraction upon the exercise of the
Warrant.
The Holder hereof maybe treated by the Company and all other persons
dealing with this Warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented hereby, or to the
transfer hereof on the books of the Company. Any notice to the contrary
notwithstanding, and until such transfer on such books, the Company may treat
the Holder hereof as the owner for all purposes.
This Warrant does not entitle the Holder hereof to any of the rights as a
stockholder of the Company until such time as this Warrant is exercised in
accordance with the Warrant Agreement.
NATIONAL PARKING SYSTEMS, INC.,
a Nevada corporation
By: /s/ Xxxx Xxxxxxxx
-----------------------------
Name: Xxxx Xxxxxxxx
Title: CEO
ANNEX B
SUBSCRIPTION FORM
[INSERT DATE]
NATIONAL PARKING SYSTEMS, INC.
Attn: President
Ladies and Gentlemen:
[ ] The undersigned hereby elects to exercise the warrant issued to it by
NATIONAL PARKING SYSTEMS, INC. (the "Company") pursuant to the Warrant
Agreement, between the Company and Xxxxx Xxxxxxxxxxxx, dba Financial Systems
International, dated November 1, 2005, (the "Warrant Agreement") and to purchase
thereunder ( ) shares of Common Stock of the Company (the
------------- ----------
"Shares") at a purchase price of Dollars ($ ) per share or
----------------- -------
an aggregate purchase price of Dollars ($ ) (the "Purchase
----------------- -------
Price").
Pursuant to the terms of the Warrant Agreement the undersigned has
delivered the aggregate Purchase Price herewith in full in cash or by certified
check or wire transfer, if applicable.
The certificate(s) or other instruments for such shares shall be issued in
the name of the undersigned or as otherwise indicated below.
Very truly yours,
By:
--------------------------
Name:
------------------------
Title:
-----------------------
