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Exhibit 4.3
WARRANT
TO PURCHASE COMMON STOCK
OF
ACKEEOX CORP.
THIS CERTIFIES THAT, upon surrender of this Warrant at the office of Florida
Atlantic Stock Transfer, Inc. (the "Warrant Agent") located at 0000 Xxx Xxxx
Xxxx, Xxxxxxx, Xxxxxxx 00000 accompanied by payment as hereinafter provided,
_________________ or its assigns (the "Holder") is entitled to purchase at any
time prior to the expiration of the Warrant Exercise Period (as hereinafter
defined), but not thereafter, ___________________________ shares of common stock
("Common Stock"), of Ackeeox Corp., a Florida corporation ("Company"), as such
Common Stock shall be constituted at the time of purchase, which shares have
been duly authorized and set aside for issuance and will, upon such issuance, be
fully paid and nonassessable, at the price of five dollars ($5.00) per share,
subject to the terms and provisions set forth herein and in an agreement by and
between the Company and the Warrant Agent, and not otherwise.
This Warrant shall be exercisable in whole at any time or in part from time to
time (provided that not less than twenty (20) shares of Common Stock shall be
purchased upon any such partial exercise hereof), for a period of twenty four
(24) months (the "Warrant Exercise Period"), commencing September 30, 2002,
provided that the Common Stock issuable upon the exercise of this Warrant is, at
the time of exercise, registered or otherwise qualified for sale under the
Securities Act of 1933, as amended (the "Securities Act"), and the securities or
"blue sky" laws of the jurisdiction in which the exercise of this Warrant is
proposed to be effected. Upon the expiration of the Warrant Exercise Period,
this Warrant shall expire and become void and of no value. No fractional shares
shall be issued upon the exercise hereof.
This Warrant shall be registered at the office of the Warrant Agent and is
transferable only at said office by the registered Holder hereof or its duly
authorized attorney upon surrender of this certificate, properly endorsed.
Upon any adjustment of the number of shares of Common Stock which may be
purchased upon the exercise of this Warrant and/or the purchase price per share,
then in each such case the Company shall give written notice thereof, as
hereinbelow provided, which notice shall state the purchase price per share
resulting from such adjustment and the increase or decrease, if any, in the
number of shares of Common Stock purchasable at such price upon the exercise of
this Warrant, setting forth in reasonable detail the method of calculation and
the facts upon which such calculation is based.
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THIS WARRANT MAY NOT BE TRANSFERRED OR EXERCISED BEFORE SEPTEMBER 30, 2002 AND
UNLESS IT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF ARE
REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR ARE
EXEMPT FROM SUCH REGISTRATION, OR SUCH TRANSFER OR EXERCISE (AND THE ISSUANCE OF
COMMON STOCK PURSUANT TO SUCH EXERCISE) IS EXEMPT FROM REGISTRATION UNDER SUCH
ACT AND SUCH LAWS. THE COMPANY WILL USE ITS BEST EFFORTS SO TO REGISTER OR
QUALIFY THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF,
AND/OR SO TO REGISTER OR QUALIFY THE TRANSACTIONS PURSUANT TO WHICH SUCH
SECURITIES ARE ISSUED OR TRANSFERRED, UNDER THE SECURITIES ACT AND THE
SECURITIES LAWS OF THE JURISDICTIONS IN WHICH WARRANTS ARE SOLD; THE COMPANY
MAY, IN ITS SOLE DISCRETION, ATTEMPT SO TO REGISTER OR QUALIFY SUCH SECURITIES
IN JURISDICTIONS OTHER THAN THOSE IN WHICH WARRANTS ARE SOLD.
The Holder of this Warrant shall not by virtue hereof have any rights of a
shareholder of the Company or to notice of meetings of shareholders or of any
other proceedings of the Company.
If prior to the expiration of this Warrant, by exercise hereof or by its terms:
(a) The Company shall be recapitalized through the subdivision of its
outstanding shares of Common Stock into a greater number of shares, or shall by
exchange or substitution of or for its outstanding Common Stock or otherwise,
reduce the number of such shares, then in each such case the number of shares
deliverable upon the exercise of this Warrant shall be changed in proportion to
such increase or decrease of the outstanding shares of such Common Stock of the
Company, without any change in the aggregate payment by the Holder from the
aggregate payment specified on the face of this Warrant; and
(b) A dividend shall be declared or paid at any time on the Common Stock of
the Company in its Common Stock or in securities convertible into Common Stock
of the Company, then in each such case the number of shares deliverable upon the
exercise thereafter of this Warrant shall, without requiring any payment by the
Holder in addition to the payment specified on the face hereof, be increased in
proportion to the increase, through such dividend, in the number of outstanding
shares of Common Stock of the Company. In the computation of the increased
number of shares deliverable upon the exercise of this Warrant, any dividend
paid or distributed upon the Common Stock in securities convertible into Common
Stock shall be treated as a dividend paid in Common Stock to the extent that
shares of Common Stock are issuable upon the conversion thereof. The obligations
of the Company and the rights of the Holder hereof shall not be affected by the
exercise of any conversion privileges heretofore granted to the holders of any
of the stock or securities of the Company or of any other corporation; and
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(c) The Company shall, at any time while this Warrant is outstanding,
declare a dividend on its Common Stock, other than as provided in the preceding
paragraph (b), then in each such case the Company shall give notice in writing
to the registered Holder of this Warrant, and such dividends so declared shall
be made payable only to the shareholders of record on a date at least ten (10)
days subsequent to the date of such notice, including stock issued pursuant to
the exercise of such Warrants prior to such record date; and
(d) The Company shall be recapitalized by reclassifying its outstanding
Common Stock into stock without par value, or the Company or a successor
corporation shall consolidate or merge with, or convey all, or substantially
all, of its or any successor corporation's property or assets to, any other
corporation or corporations (any such corporation being included within the
meaning of "successor corporation" as hereinbefore used in the event of any
consolidation or merger of such corporation with, or the sale of all, or
substantially all, of the property or assets of such corporation to another
corporation or corporations) then in each such case, as a condition of such
recapitalization, consolidation, merger or conveyance, lawful and adequate
provision shall be made whereby the Holder shall thereafter have the right to
purchase, upon the basis and upon the terms and conditions specified in this
Warrant, in lieu of the shares of Common Stock of the Company theretofore
purchasable upon the exercise of this Warrant, such shares of stock, securities
or other assets as may be issued or payable with respect to, or in exchange for,
the number of shares of Common Stock of the Company 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 Holder to an
adjustment of the number of shares of Common Stock purchasable upon the exercise
of this Warrant as hereinbefore provided shall continue and be preserved in
respect of any stock which the Holder becomes entitled to purchase. It shall be
a condition of such consolidation, merger or conveyance that each successor
corporation shall assume, in manner and form satisfactory to the Warrant Agent,
the obligation to deliver to the Holder, upon the exercise of this Warrant, such
shares of stock, securities or assets as, in accordance with the provisions of
this Warrant, shall have been provided for such purpose. The Warrant Agent shall
assume no liability for its exercise of discretion hereunder, other than for
wilful wrongdoing.
This Warrant shall be deemed to have been exercised, and the Holder exercising
the same to have become a shareholder of record of the Company, for the purpose
of receiving dividends and for all other purposes whatsoever as of the date the
Holder surrenders this Warrant accompanied by payment in cash, as herein
provided. The Company agrees that, while this Warrant shall remain valid and
outstanding, its stock transfer books shall not
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be closed for any purpose whatsoever, except under arrangements which shall
ensure to the Holder upon exercising this Warrant or applying for transfer of
stock within five (5) days after the books shall have been reopened all rights
and privileges which it might have had or received if the transfer books had not
been closed and it had exercised this Warrant at any time during which such
transfer books shall have been closed.
Upon each increase or decrease in the number of shares of Common Stock of the
Company deliverable upon the exercise of this Warrant, or in the event of
changes in the rights of the Holder by reason of other events hereinbefore set
forth, then in each such case the Company shall forthwith file with the Warrant
Agent a certificate executed by its President or Vice President, stating the
increased or decreased number of shares so deliverable and setting forth in
reasonable detail the method of calculation and the facts upon which such
calculation is based.
The Company covenants, at all times when this Warrant is outstanding and in
effect, to reserve, unissued, such number of shares of Common Stock as it may be
required to deliver pursuant to the exercise of this Warrant, subject to
consolidation, merger or sale, as hereinabove set forth.
As used herein, the term "Holder" shall be construed to mean the registered
holder hereof, and, in the case of any notice required by this Warrant to be
given to the Holder, it shall be sufficient if mailed to the last known address
of such Holder as the same appears on the books of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its
corporate name by its President or Vice President, manually or in facsimile, and
its corporate seal or a facsimile to be imprinted hereon as of the day and year
first above written.
ACKEEOX CORP.
By:
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Name:
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Title:
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[CORPORATE SEAL]
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SUBSCRIPTION FORM
(To be Executed Upon Exercise of Warrant)
The undersigned, the Holder(s) or assignee(s) of such Holder(s) of the within
Warrant, hereby (i) subscribes for shares of Common Stock which the undersigned
is entitled to purchase under the terms of the within Warrant and (ii) tenders
herewith the full exercise price of all shares subscribed for.
Dated:
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Number of Shares Subscribed For:
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PRINT NAME
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LEGAL SIGNATURE
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ASSIGNMENT
(To Be Executed By the Registered Holder to Effect
a Transfer of the Within Warrant)
FOR VALUE RECEIVED, the undersigned Holder(s) do(es) hereby sell, assign and
transfer unto ________________________________________ the right to purchase
common stock evidenced by this Warrant, and does hereby irrevocably constitute
and appoint _________________________________________________________________ to
transfer the said right on the books of the Company, with full power of
substitution.
Dated: [NO EARLIER THAN SEPTEMBER 30, 2002]
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PRINT NAME
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LEGAL SIGNATURE
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