EXHIBIT 99.3
NEITHER THIS WARRANT, NOR THE SECURITIES FOR WHICH THIS WARRANT MAY BE
EXERCISED, HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THIS WARRANT
AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR
BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS
OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS WARRANT
OR SUCH OTHER SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE
SKY LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT.
MICROISLET, INC.
WARRANT
Warrant No. W-[?] Date of Original Issuance: January [?], 2008
MicroIslet, Inc., a Nevada corporation (the "COMPANY"), hereby
certifies that, for value received, [?] or its registered assigns (the
"HOLDER"), is entitled to purchase from the Company a number of shares of common
stock, par value $.001 per share (the "COMMON STOCK"), of the Company calculated
as set forth in Section 2 (each such share, a "WARRANT SHARE" and all such
shares, the "WARRANT SHARES") at an exercise price equal to $0.40 per share (as
adjusted from time to time as provided in Section 10, the "EXERCISE PRICE"), at
any time and from time to time from and after the earlier of January [?], 2009
and the occurrence of a Fundamental Transaction (if any), through and including
January [?], 2014 (the "EXPIRATION DATE"), and subject to the following terms
and conditions:
1. DEFINITIONS; CONSTRUCTION. In addition to the terms defined
elsewhere in this Warrant, capitalized terms that are not otherwise defined
herein shall have the meanings given to such terms in that certain Securities
Purchase Agreement, dated as of January 24, 2008 (the "PURCHASE AGREEMENT"), to
which the Company and the original Holder are parties. The rules of construction
set forth in Section 5.5 of the Purchase Agreement shall apply MUTATIS MUTANDIS
to this Warrant.
2. NUMBER OF SHARES. This Warrant may be exercised for a number of
Warrant Shares (as such number may be adjusted from time to time as provided in
Section 10) equal to the QUOTIENT of (x) the aggregate principal amount lent by
the lender to the Company from time to time under that certain Subordinated
Convertible Unsecured Revolving Promissory Note issued to the original holder of
this Warrant pursuant to the Purchase Agreement (without duplication of amounts
repaid and later re-borrowed under such Note), DIVIDED BY (y) $2.50 (as such
amount may be adjusted from time to time as provided in Section 10).
3. REGISTRATION OF WARRANT. The Company shall register this Warrant,
upon records to be maintained by the Company for that purpose (the "WARRANT
REGISTER"), in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise hereof or any distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.
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4. REGISTRATION OF TRANSFERS. Subject to the Holder's appropriate
compliance with the restrictive legend on this Warrant, the Company shall
register the transfer of any portion of this Warrant in the Warrant Register,
upon surrender of this Warrant, with the Form of Assignment attached hereto duly
completed and signed, to the Company at its address specified herein. Upon any
such registration or transfer, a new Warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new Warrant, a "NEW WARRANT"),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance by such transferee of all of the rights and obligations of a holder
of a Warrant.
5. EXERCISE AND DURATION OF WARRANTS. This Warrant shall be exercisable
by the registered Holder at any time and from time to time on or after the date
hereof to and including the Expiration Date, but not for less than 15,000
Warrant Shares at a time (or such lesser number of Warrant Shares that may then
constitute the maximum number purchasable hereunder) (such number being subject
to adjustment as provided in Section 10). At 6:30 p.m., New York City time on
the Expiration Date, the portion of this Warrant not exercised prior thereto
shall be and become void and of no value. The Company may not call or redeem all
or any portion of this Warrant without the prior written consent of the Holder.
6. DELIVERY OF WARRANT SHARES.
(a) To effect conversions hereunder, the Holder shall not be
required to physically surrender this Warrant unless the aggregate number of
Warrant Shares represented by this Warrant is being exercised. Upon delivery of
the Exercise Notice to the Company at its address for notice set forth herein
and upon payment of the Exercise Price multiplied by the number of Warrant
Shares that the Holder intends to purchase hereunder, the Company shall promptly
(but in no event later than five Trading Days after the Date of Exercise (as
defined herein)) issue and deliver to the Holder, a certificate for the Warrant
Shares issuable upon such exercise, which shall be free of restrictive legends
in the circumstances specified in the Purchase Agreement. The Company shall,
upon request of the Holder, use its best efforts to deliver Warrant Shares
hereunder electronically through the Depository Trust Corporation or another
established clearing corporation performing similar functions, if available,
provided that the Company may, but will not be required to, change its transfer
agent if its current transfer agent cannot deliver Warrant Shares electronically
through the Depository Trust Corporation. A "DATE OF EXERCISE" means the date on
which the Holder shall have delivered to Company: (i) an Exercise Notice,
appropriately completed and duly signed, and (ii) payment of the Exercise Price
for the number of Warrant Shares so indicated by the Holder to be purchased.
(b) If by the third Trading Day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 6(a), then the Holder will have the right to
rescind such exercise.
(c) If by the third Trading Day after a Date of Exercise the
Company fails to deliver the required number of Warrant Shares in the manner
required pursuant to Section 6(a) and if after such third Trading Day and prior
to the receipt of such Warrant Shares, the Holder purchases (in an open market
transaction or otherwise) shares of Common Stock to deliver in satisfaction of a
sale by the Holder of the Warrant Shares which the Holder anticipated receiving
upon such exercise (a "BUY-IN"), then the Company shall (i) pay in cash to the
Holder the amount by which (A) the Holder's total purchase price (including
brokerage commissions, if any) for the shares of Common Stock so purchased
exceeds (B) the amount obtained by multiplying (1) the number of Warrant Shares
that the Company was required to deliver to the Holder in connection with the
exercise at issue by (2) the closing price of the Common Stock on the date of
the obligation giving rise to such purchase obligation, and (ii) at the option
of the Holder, either reinstate the portion of the Warrant and equivalent number
of Warrant Shares for which such exercise was not honored or deliver to the
Holder the number of shares of Common Stock that would have been issued had the
Company timely complied with its exercise and delivery obligations hereunder.
The Holder shall provide the Company written notice indicating the amounts
payable to the Holder in respect of the Buy-In.
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(d) The Company's obligations to issue and deliver Warrant
Shares in accordance with the terms hereof are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any
judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged
breach by the Holder or any other Person of any obligation to the Company or any
violation or alleged violation of law by the Holder or any other Person, and
irrespective of any other circumstance which might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of
Warrant Shares. Nothing herein shall limit a Holder's right to pursue any other
remedies available to it hereunder, at law or in equity, including a decree of
specific performance and/or injunctive relief with respect to the Company's
failure to timely deliver certificates representing shares of Common Stock upon
exercise of the Warrant as required pursuant to the terms hereof.
7. CHARGES, TAXES AND EXPENSES. Issuance and delivery of certificates
for shares of Common Stock upon exercise of this Warrant shall be made without
charge to the Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company;
PROVIDED, HOWEVER, that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the registration of any
certificates for Warrant Shares or Warrants in a name other than that of the
Holder. The Holder shall be responsible for all other tax liability that may
arise as a result of holding or transferring this Warrant or receiving Warrant
Shares upon exercise hereof.
8. REPLACEMENT OF WARRANT. If this Warrant is mutilated, lost, stolen
or destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity (which shall not include a surety bond), if requested.
Applicants for a New Warrant under such circumstances shall also comply with
such other reasonable regulations and procedures and pay such other reasonable
third-party costs as the Company may prescribe. If a New Warrant is requested as
a result of a mutilation of this Warrant, then the Holder shall deliver such
mutilated Warrant to the Company as a condition precedent to the Company's
obligation to issue the New Warrant.
9. RESERVATION OF WARRANT SHARES. The Company covenants that it will at
all times reserve and keep available out of the aggregate of its authorized but
unissued and otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant as herein
provided, the number of Warrant Shares which are then issuable and deliverable
upon the exercise of this entire Warrant, free from preemptive rights or any
other contingent purchase rights of persons other than the Holder (taking into
account the adjustments and restrictions of Section 10). The Company covenants
that all Warrant Shares so issuable and deliverable shall, upon issuance and the
payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable.
10. CERTAIN ADJUSTMENTS. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from
time to time as set forth in this Section 10.
-3-
(a) STOCK DIVIDENDS AND SPLITS. If the Company, at any time
while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock
or otherwise makes a distribution on any class of capital stock that is payable
in shares of Common Stock, (ii) subdivides outstanding shares of Common Stock
into a larger number of shares, or (iii) combines outstanding shares of Common
Stock into a smaller number of shares; then in each such case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of
shares of Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
Section 10(a) shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution,
and any adjustment pursuant to clause (ii) or (iii) of this Section 10(a) shall
become effective immediately after the effective date of such subdivision or
combination. If any event requiring an adjustment under this Section 10(a)
occurs during the period that an Exercise Price is calculated hereunder, then
the calculation of such Exercise Price shall be adjusted appropriately to
reflect such event.
(b) FUNDAMENTAL TRANSACTIONS. If, at any time while this
Warrant is outstanding, (1) the Company effects any merger or consolidation of
the Company with or into another Person, (2) the Company effects any sale of all
or substantially all of its assets in one or a series of related transactions,
(3) any tender offer or exchange offer (whether by the Company or another
Person) is completed pursuant to which holders of Common Stock are permitted to
tender or exchange their shares for other securities, cash or property, or (4)
the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into
or exchanged for other securities, cash or property (any such event, a
"FUNDAMENTAL TRANSACTION"); then the Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the occurrence
of such Fundamental Transaction if it had been, immediately prior to such
Fundamental Transaction, the holder of the number of Warrant Shares then
issuable upon exercise in full of this Warrant (the "ALTERNATE CONSIDERATION").
For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the
amount of Alternate Consideration issuable in respect of one share of Common
Stock in such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate
Consideration. The successor or surviving entity in any Fundamental Transaction
shall be bound by the provisions of this Section 10(b) and shall ensure that the
Warrant (or any such replacement security) will be similarly adjusted upon any
subsequent transaction analogous to a Fundamental Transaction.
(c) NUMBER OF WARRANT SHARES. Simultaneously with any
adjustment to the Exercise Price pursuant to Section 10(a), the number of
Warrant Shares that may be purchased upon exercise of this Warrant shall be
increased or decreased proportionately, so that after such adjustment the
aggregate Exercise Price payable hereunder for the adjusted number of Warrant
Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.
(d) CALCULATIONS. All calculations under this Section 10 shall
be made to the nearest cent or the nearest 1/100th of a share, as applicable.
The number of shares of Common Stock outstanding at any given time shall not
include shares owned or held by or for the account of the Company, and the
disposition of any such shares shall be considered an issue or sale of Common
Stock.
(e) NOTICE OF ADJUSTMENTS. Upon the occurrence of each
adjustment pursuant to this Section 10, the Company at its expense will promptly
compute such adjustment in accordance with the terms of this Warrant and prepare
a certificate setting forth such adjustment, including a statement of the
adjusted Exercise Price and adjusted number or type of Warrant Shares or other
securities issuable upon exercise of this Warrant (as applicable), describing
the transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the Company will
promptly deliver a copy of each such certificate to the Holder and to the
Company's transfer agent.
-4-
(f) NOTICE OF CORPORATE EVENTS. If the Company (i) declares a
dividend or any other distribution of cash, securities or other property in
respect of its Common Stock, including any granting of rights or warrants to
subscribe for or purchase any capital stock of the Company or any Subsidiary,
(ii) authorizes or approves, enters into any agreement contemplating or solicits
stockholder approval for any Fundamental Transaction, or (iii) authorizes the
voluntary dissolution, liquidation or winding up of the affairs of the Company;
then the Company shall deliver to the Holder a notice describing the material
terms and conditions of such transaction, at least 20 calendar days prior to the
applicable record or effective date on which a Person would be required to hold
Common Stock in order to participate in or vote with respect to such
transaction; PROVIDED, HOWEVER, that the failure to deliver such notice or any
defect therein shall not affect the validity of the corporate action required to
be described in such notice.
(g) PAYMENT OF EXERCISE PRICE. The Holder may pay the Exercise
Price in one of the following manners:
(i) CASH EXERCISE. The Holder may deliver immediately
available funds; or
(ii) CASHLESS EXERCISE. If an Exercise Notice is
delivered after the Effectiveness Date (as defined in the Registration Rights
Agreement entered into among the original Holder and the Company in connection
with this Warrant (the "REGISTRATION RIGHTS Agreement")) and a registration
statement permitting the Holder to resell the Warrant Shares is not then
effective or the prospectus forming a part thereof is not then available to the
Holder for the resale of the Warrant Shares, then the Holder may notify the
Company in an Exercise Notice of its election to utilize cashless exercise, in
which event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:
X = Y x [ (A - B ) / A]
where:
X = the number of Warrant Shares to
be issued to the Holder.
Y = the number of Warrant Shares with
respect to which this Warrant is
being exercised.
A = the closing price of shares of
Common Stock for the Trading Day
immediately prior to (but not
including) the Exercise Date.
B = the Exercise Price.
For purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued.
-5-
11. [LIMITATION ON EXERCISE. Notwithstanding anything to the contrary
contained herein, the number of shares of Common Stock that may be acquired by
the Holder upon any exercise of this Warrant (or otherwise in respect hereof)
shall be limited to the extent necessary to insure that, following such exercise
(or other issuance), the total number of shares of Common Stock then
beneficially owned by such Holder and its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder's for
purposes of Section 13(d) of the Exchange Act, does not exceed [4 / 9].999% of
the total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section
13(d) of the Exchange Act and the rules and regulations promulgated thereunder.
Each delivery of an Exercise Notice hereunder will constitute a representation
by the Holder that it has evaluated the limitation set forth in this Section 11
and determined that issuance of the full number of Warrant Shares requested in
such Exercise Notice is permitted under this Section 11. This provision shall
not restrict the number of shares of Common Stock which a Holder may receive or
beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a merger or other
business combination or reclassification involving the Company as contemplated
in Section 10. The Holder may waive the limitations set forth in this Section 11
upon sixty-one (61) days prior written notice to the Company.](1)
12. NO FRACTIONAL SHARES. No fractional shares of Warrant Shares will
be issued in connection with any exercise of this Warrant. In lieu of any
fractional shares which would otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the closing price of one
share of Common Stock as reported on the principal Trading Market on the date of
exercise.
13. NOTICES. Any and all notices or other communications or deliveries
hereunder (including any Exercise Notice) shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
or via email at the email address pursuant to this Section 13 prior to 6:30 p.m.
(New York City time) on a Trading Day, (ii) the next Trading Day after the date
of transmission, if such notice or communication is delivered via facsimile at
the facsimile number or via email at the email address specified pursuant to
this Section 13 on a day that is not a Trading Day or later than 6:30 p.m. (New
York City time) on any Trading Day, (iii) the Trading Day following the date of
mailing, if sent by nationally recognized overnight courier service to the
address specified pursuant to this Section 13, or (iv) upon actual receipt by
the party to whom such notice is required to be given. The addresses for such
communications shall be as follows:
(a) if to the Company, to
MicroIslet, Inc.
0000 Xxxxx Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxxx, XX 00000
Attn: Chief Executive Officer
Email: [ omitted ]
Facsimile No.: [ omitted ]
---------------------
(1) This Section not to be included in warrants for Holders already
beneficially owning 10% or more of the Company's common stock. Holders
already beneficially owning 5% or more but less than 10% of the Company's
common stock may elect the 9.9999% blocker, and Holders beneficially owning
less than 5% of the Company's common stock may elect the 4.9999% or 9.9999%
blocker.
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(b) if to the Holder, to the address, facsimile number or
email address appearing on the Warrant Register, or to such other address,
facsimile number or email address as the Company or the Holder may provide to
the other in accordance with this Section 13.
14. WARRANT AGENT. The Company shall serve as warrant agent under this
Warrant. Upon 30 days' notice to the Holder, the Company may appoint a new
warrant agent. Any corporation into which the Company or any new warrant agent
may be merged or any corporation resulting from any consolidation to which the
Company or any new warrant agent shall be a party or any corporation to which
the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.
15. MISCELLANEOUS.
(a) This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and assigns. Subject to
the preceding sentence, nothing in this Warrant shall be construed to give to
any Person other than the Company and the Holder any legal or equitable right,
remedy or cause of action under this Warrant. This Warrant may be amended only
in writing signed by the Company and the Necessary Holders (as defined below),
and any amendment so effected shall amend each Warrant issued pursuant to the
Purchase Agreement or the Registration Rights Agreement and be binding upon each
holder of such Warrants (PROVIDED, HOWEVER, that any such amendment that
adversely affects any holder or class of holders of such Warrants in a manner
that does not apply uniformly to all holders of such Warrants, as applicable,
shall require the written consent of such adversely affected holders or class).
Any provision of this Warrant may be waived in writing by the party against whom
enforcement of any such waiver is sought. No waiver of any default with respect
to any provision, condition or requirement of this Warrant shall be deemed to be
a continuing waiver in the future or a waiver of any subsequent default or a
waiver of any other provision, condition or requirement hereof, nor shall any
delay or omission of either party to exercise any right hereunder in any manner
impair the exercise of any such right. For purposes of this Warrant, "NECESSARY
HOLDERS" means one or more holders of the Warrants issued from time to time
pursuant to the Purchase Agreement or the Registration Rights Agreement who
collectively hold one-half or more of the total number of Warrant Shares subject
to all then outstanding Warrants issued from time to time pursuant to the
Purchase Agreement or the Registration Rights Agreement.
(b) All questions concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all legal proceedings concerning the interpretations, enforcement
and defense of this Warrant and the transactions herein contemplated
("PROCEEDINGS") (whether brought against a party hereto or its respective
Affiliates, employees or agents) shall be commenced exclusively in the state and
federal courts sitting in the City of New York, Borough of Manhattan (the "NEW
YORK COURTS"). Each party hereto hereby irrevocably submits to the exclusive
jurisdiction of the New York Courts for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Proceeding, any claim that it is not personally subject to the jurisdiction
of any New York Court, or that such Proceeding has been commenced in an improper
or inconvenient forum. Each party hereto hereby irrevocably waives personal
service of process and consents to process being served in any such Proceeding
by mailing a copy thereof via registered or certified mail or overnight delivery
(with evidence of delivery) to such party at the address in effect for notices
-7-
to it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall
be deemed to limit in any way any right to serve process in any manner permitted
by law. Each party hereto hereby irrevocably waives, to the fullest extent
permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Warrant or the transactions
contemplated hereby. If either party shall commence a Proceeding to enforce any
provisions of this Warrant, then the prevailing party in such Proceeding shall
be reimbursed by the other party for its attorney's fees and other costs and
expenses incurred with the investigation, preparation and prosecution of such
Proceeding.
(c) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.
(d) In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.
[ REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,
SIGNATURE PAGE FOLLOWS ]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.
MICROISLET, INC., a Nevada corporation
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Xxxxxxx X. Xxxxxxx
Chief Executive Officer
EXERCISE NOTICE
To MicroIslet, Inc.:
The undersigned hereby irrevocably elects to purchase _____________
shares (the "SHARES") of common stock, par value $.001 per share, of MicroIslet,
Inc. ("COMMON STOCK"), pursuant to Warrant No. [?], originally issued January
[?], 2008 (the "WARRANT"), and if such Holder is not utilizing the cashless
exercise provisions set forth in the Warrant, encloses herewith $________ in
cash, certified or official bank check or checks or other immediately available
funds, which sum represents the aggregate Exercise Price (as defined in the
Warrant) for the number of shares of Common Stock to which this Exercise Notice
relates, together with any applicable taxes payable by the undersigned pursuant
to the Warrant.
By its delivery of this Exercise Notice, the undersigned represents and
warrants to the Company that the representations and warranties of the
undersigned set forth in Sections 3.2(b)-(i), and 3.2(l) of the Purchase
Agreement are hereby reaffirmed as true and correct as of the date hereof, as if
delivered on the date hereof.
Please issue a certificate or certificates representing the Shares in
the name of the undersigned or in the name of the undersigned's nominee, as is
specified below. [ Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the [ undersigned ] [ the undersigned's nominee
as is specified below ]. ]
Date:
-----------------------------
Full Name of Holder*:
-----------------------------
Signature of Holder or Authorized Representative:
-----------------------------
Name and Title of Authorized Representative+:
-----------------------------
Additional Signature of Holder (if jointly held):
-----------------------------
Social Security or Tax Identification Number:
-----------------------------
Address of Holder:
-----------------------------
-----------------------------
-----------------------------
-----------------------------
Full Name of Nominee of Holder+:
-----------------------------
Address of Nominee of Holder+:
-----------------------------
* Must conform in all respects to name of holder as specified on the face of the
Warrant.
+ If applicable.
FORM OF ASSIGNMENT
[To be completed and signed only upon transfer of Warrant ]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase ____________ shares of Common Stock of MicroIslet, Inc. to
which the within Warrant relates and appoints ________________ attorney to
transfer said right on the books of the Company with full power of substitution
in the premises.
Date:
-----------------------------
Full Name of Holder*:
-----------------------------
Signature of Holder or Authorized Representative:
-----------------------------
Name and Title of Authorized Representative+:
-----------------------------
Additional Signature of Holder (if jointly held):
-----------------------------
Address of Holder:
-----------------------------
Full Name of Transferee:
-----------------------------
Address of Transferee:
-----------------------------
-----------------------------
-----------------------------
-----------------------------
In the presence of: -----------------------------
-------------------------------------
* Must conform in all respects to name of holder as specified on the face of the
Warrant.
+ If applicable.
