EXHIBIT 4.2
COMMON STOCK PURCHASE WARRANT
SERIES A
XXXX.xxx, INC.
(A DELAWARE CORPORATION)
Dated: ____________, 2000
CERTIFICATE NUMBER: _______ _______ WARRANTS
THIS CERTIFIES THAT ______________ (hereinafter called the "Holder")
will in the future during the period hereinafter specified, upon fulfillment
of the conditions and subject to the terms hereinafter set forth, be entitled
to purchase from XXXX.xxx, Inc., a Delaware corporation (the "Company"),
____________ shares (the "Shares") of the Company's common stock, par value
$.001 per share ("Common Stock"), at an exercise price of $1.25 per Share
(the "Exercise Price"), on the basis of one share for each warrant (the
"Warrant") indicated on the face hereof.
1. Commencing _________, 2000, and ending on the date three years
later, unless extended by the Company in its sole discretion ("Expiration
Date"), the Holder shall have the right to purchase the Shares hereunder at
the Exercise Price. After the Expiration Date, the Holder shall have no
right to purchase any Shares hereunder and this Warrant shall expire thereon
effective at 5:00 p.m., Mountain Standard Time.
2. The rights represented by this Warrant may be exercised at any
time within the period above specified, in whole or in part, by (i) the
surrender of this Warrant (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to
the Holder at the address of the Holder appearing on the books of the
Company); (ii) payment to the Company of the Exercise Price then in effect
for the number of Shares specified in the above-mentioned purchase form
together with applicable stock transfer taxes, if any; and (iii) delivery to
the Company, if the Company so requires, of a duly executed agreement signed
by the Holder to the effect that such person agrees to be bound by all
provisions hereof. This Warrant shall be deemed to have been exercised, in
whole or in part to the extent specified, immediately prior to the close of
business on the date this Warrant is surrendered and payment is made in
accordance with the foregoing provisions of this Paragraph 2, and the person
or persons in whose name or names the certificates for Shares shall be
issuable upon such exercise shall become the holder or holders of record of
such Shares at that time and date. The certificates for the Shares so
purchased shall be delivered to the Holder within a reasonable time after the
rights represented by this Warrant shall have been exercised.
3. This Warrant may not be exercised or sold, transferred,
assigned, or otherwise disposed of at any time by the Holder unless the
transaction is registered under the Securities Act of 1933, as amended (the
"Act") or, in the opinion of the Company (which may in its discretion require
the Holder to furnish it with an opinion of counsel in form and substance
satisfactory to
it), such exercise, sale, transfer, assignment, or other disposition does not
require registration under the Act and a valid exemption is available under
applicable federal and state securities laws. Any permitted transfer or
assignment shall be effected by the Holder (i) completing and executing the
form of assignment at the end hereof and (ii) surrendering this Warrant with
such duly completed and executed assignment form for cancellation,
accompanied by funds sufficient to pay any transfer tax, at the principal
executive office of the Company, accompanied by a written representation from
each such assignee addressed to the Company stating that such assignee agrees
to be bound by the terms of this Warrant; whereupon the Company shall issue,
in the name or names specified by the Holder (including the Holder) a new
Warrant or Warrants of like tenor with appropriate legends restricting
transfer under the Act and representing in the aggregate rights to purchase
the same number of Shares as are purchasable hereunder.
4. The Company covenants and agrees that all Shares purchased
hereunder will, upon issuance, be duly and validly issued, fully paid, and
non-assessable and no personal liability will attach to the Holder thereof.
The Company further covenants and agrees that during the period within which
this Warrant may be exercised, the Company will at all times have authorized
and reserved a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.
5. This Warrant shall not entitle the Holder to any voting rights
or other rights as a stockholder of the Company, either at law or in equity,
and the rights of the Holder are limited to those expressed in this Warrant
and are not enforceable against the Company except to the extent set forth
herein.
6. In the event that the Company shall at any time subdivide or
combine into a greater or lesser number the number of outstanding shares of
Common Stock, the number of Shares purchasable upon exercise of the Warrant
shall be proportionately increased and the Exercise Price proportionally
decreased in the case of subdivision or, in the case of combination, the
number of Shares purchasable upon the exercise of the Warrant shall be
proportionately decreased and the Exercise Price proportionately increased.
Irrespective of any adjustments in the Exercise Price or the number of Shares
purchasable upon 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 issued.
7. The Warrants represented by this certificate are subject to
redemption by the Company at $.01 per Warrant, at any time after the date
hereof, upon thirty days notice. The terms of the redemption and other terms
of these Warrants are set forth in a Warrant Agency Agreement between the
Company and its Warrant Agent, which agreement shall control the terms and
conditions of this Warrant.
8. This Warrant Certificate does not constitute an offer to sell,
nor does it confer any right to purchase, securities of the Company until
such time as the conditions precedent to its exercisability have been
fulfilled.
9. This Warrant shall be governed by and be in accordance with the
laws of the State of Delaware and may not be amended other than by written
instrument executed by the parties hereto except as provided in the Warrant
Agency Agreement between the Company and the Warrant Agent.
IN WITNESS WHEREOF, XXXX.xxx, Inc. has caused this Warrant to be signed
by its duly authorized officer.
XXXX.xxx, Inc.
By
Xxxxxxx Xxxxxxxx, President
PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the Holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such
Warrant for, and to purchase thereunder, Shares of the Common Stock of
XXXX.xxx, Inc., and herewith makes payment of $__________ therefore, and
requests that the share certificates be issued in the name(s) of, and
delivered to_______________________________________________________________
whose address(es) is (are)_________________________________________________.
Dated:
(Signature)
Name (Print or Type)
Address:
TRANSFER FORM
(To be signed only upon transfer of the Warrant)
For value received, the undersigned hereby assigns and transfers unto
_____________________________________________ the right to purchase shares of
the Common Stock of XXXX.xxx, Inc. represented by the foregoing Warrant to the
extent of________ Shares, and appoints ___________________________, attorney to
transfer such rights on the books of________________________________________,
with full power of substitution in the premises.
Dated:
(Signature)
Name (Print or Type)
Address:
