WARRANT AGREEMENT
WARRANT
AGREEMENT,
dated
as of September 26, 2006, between Resolve Staffing, Inc., a Nevada corporation
(the "Company"), and the persons whose names and addresses are set forth on
Schedule I annexed hereto (the "Holders").
as
may be
directed by, the Holder thereof; 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 issuance and delivery of any such certificate in a name other
than that of the Holder and the Company shall not be required to issue or
deliver such certificate unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been
paid.
The Warrant Certificate and the certificate representing the Warrant Shares
(or
other securities) shall be executed on behalf of the Company by the manual
or
facsimile signature of the then present Chairman or Vice Chairman of the Board
of Directors or President or any Vice President of the Company under its
corporate seal reproduced thereon, attested to by the manual or facsimile
signature of the then present Secretary or any Assistant Secretary of the
Company. The Warrant Certificate shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.
8.
Registration Under the Securities Act of 1933. Subject to the Rider to Warrant
Agreement - Grant of Piggyback Registration Rights issued by the Company and
the
Holders dated as of the date hereof and attached hereto, the Warrants, the
Warrant Shares and any of the other securities issuable upon exercise of the
Warrants have not been registered under the Securities Act of 1933, as amended
(the "Act"). Upon exercise, in whole or in part, of the Warrants, a certificate
representing the Warrant Shares underlying the Warrants, and any of the other
securities issuable upon exercise of the Warrants (collectively, the "Warrant
Securities") shall bear the following legend unless such Warrant Shares
previously have been registered under the Act in accordance with the terms
hereof:
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED ("ACT"), AND MAY NOT BE OFFERED OR SOLD
EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii)
TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER
THE
ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER,
THAT
AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
Company
shall be combined into a smaller number of Common Shares the Holder shall
receive the number of Warrants Shares the Holder would have received upon
exercise of the Warrants prior to any such combination becoming effective.
9.2.2 |
For
the purposes of this Section 9.2, the following provisions shall also
be
applicable:
|
9.2.2.1
Cash Consideration. In case of the issuance or sale of additional Shares for
cash, the consideration received by the Company therefor shall be deemed to
be
the amount of cash received by the Company for such Shares (or, if such Shares
are offered by the Company for subscription, the subscription price, or, if
such
Shares are sold to underwriters or dealers for public offering without a
subscription offering, the public offering price), without deducting therefrom
any compensation or discount paid or allowed to underwriters or dealers or
others performing similar services or for any expenses incurred in connection
therewith.
9.2.2.2
Non-Cash Consideration. In case of the issuance (otherwise than upon conversion
or exchange of Convertible Securities) or sale of additional Shares, Options
or
Convertible Securities for a consideration other than cash or a consideration
a
part of which shall be other than cash, the fair value of such consideration
as
determined by the Board of Directors (if any, otherwise by the Managers) of
the
Company in the good faith exercise of its business judgment, irrespective of
the
accounting treatment thereof, shall be deemed to be the value, for purposes
of
this Section 9, of the consideration other than cash received by the Company
for
such securities.
9.2.2.3
Options and Convertible Securities. In case the Company shall in any manner
issue or grant any Options or any Convertible Securities, the total maximum
number of Shares of issuable upon the exercise of such Options or upon
conversion or exchange of the total maximum amount of such Convertible
Securities at the time such Convertible Securities first become convertible
or
exchangeable shall (as of the date of issue or grant of such Options or, in
the
case of the issue or sale of Convertible Securities other than where the same
are issuable upon the exercise of Options, as of the date of such issue or
sale)
be deemed to be issued and to be outstanding for the purpose of this Section
9.2
and to have been issued for the sum of the amount (if any) paid for such Options
or Convertible Securities and the amount (if any) payable upon the exercise
of
such Options or upon conversion or exchange of such Convertible Securities
at
the time such Convertible Securities first become convertible or exchangeable;
provided that, subject to the provisions of Section 9.2.3, no further adjustment
of the Exercise Price shall be made upon the actual issuance of any such Shares
or Convertible Securities or upon the conversion or
9.2.5 however,
that in such case any adjustment that would otherwise be required then to be
made shall be carried forward and shall be made at the time of and together
with
the next subsequent adjustment which, together with any adjustment so carried
forward, shall amount to at least two cents (24) per Warrant Share.
18.
Governing Law. This Agreement and the Warrant Certificate issued hereunder
shall
be deemed to be a contract made under the laws of the State of Nevada and for
all purposes shall be construed in accordance with the laws of the State of
Nevada without giving effect to the rules of the State of Nevada governing
the
conflicts of laws.
22.
Benefits of this Agreement. Nothing in this Agreement shall be construed to
give
to any person or corporation other than the Company and Holder 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 Holder.
IN
WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be
duly executed, as of the day and year first above written.
Very
truly yours,
Resolve
Staffing, Inc.
By:
_/s/
Xxx Heineman______________________________
Xxx
Xxxxxxxx, President
ACCEPTED
AND AGREED TO: HOLDER:
_/s/
Xxxxx Hillis___________________________
Xxxxx
Xxxxxx
XX
Xxx
0000
Xxxxxxxx,
XX 00000
Social
Security/Tax I.D. No.: ________________
Resolve
Staffing, Inc.
SCHEDULE
I
Investor
(Name)
|
Number
of Warrant Shares
|
Exercise
Price
|
Xxxxx
Xxxxxx
|
90,000
|
$2.00
|
Xxxxx
Xxxxxx
|
0
|
$3.00
|
[FORM
OF WARRANT CERTIFICATE]
THE
WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON
EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT")
(ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE
UNDER
THE ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF
COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE
ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER THE ACT IS AVAILABLE.
EXERCISABLE FROM OCTOBER 1, 2006 UNTIL 5:30 P.M., NEW YORK TIME, SEPTEMBER
30,
2008.
WARRANT
CERTIFICATE
This
Warrant Certificate certifies that or his/her registered assigns ("Holder"),
is
the registered holder of 90,000
Warrants
to purchase initially at any time from October 1, 2006, until 5:30 p.m. New
York
time on September 30, 2008 ("Expiration Date"), up to 90,000
fully-paid and non-assessable shares of common stock, par value $.0001 per
share
("Common Shares") of Resolve Staffing, Inc., a Nevada corporation (the
"Company"), at an initial exercise price, subject to adjustment in certain
events (the "Exercise Price"), equal to 90,000
Warrants
at $2.00 per Common Share, upon surrender of this Warrant Certificate and
payment of the initial exercise price at an office or agency of the Company,
but
subject to the conditions set forth herein and in the Warrant Agreement dated
as
of the date hereof between the Company and Holder (the "Warrant Agreement").
Payment of the Exercise Price shall be made by certified check or official
bank
check payable to the order of the Company. No Warrant may be exercised after
5:30 p.m., New York time, on the Expiration Date, at which time all Warrants
evidenced hereby, unless exercised prior thereto, shall thereafter be void.
The
Warrants evidenced by this Warrant Certificate are part of a duly authorized
issue of Warrants issued pursuant to the Warrant Agreement, which Warrant
Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Company and
the
Holder (the word "Holder" meaning the registered holder) of the Warrants. The
Warrant Agreement provides that upon the occurrence of certain events the
Exercise Price and the type and/or number of the Company's securities issuable
thereupon may, subject to certain conditions, be adjusted. In such event, the
Company will, at the request of the holder, issue a new Warrant Certificate
evidencing the adjustment in the Exercise Price and the number and/or type
of
securities issuable upon the exercise of the Warrants; provided, however, that
the failure of the Company to issue such new Warrant Certificate shall not
in
any way change, alter, or otherwise impair, the rights of the holder as set
forth in the Warrant Agreement. Upon due presentment for registration of
transfer of this Warrant Certificate at an office or agency of the Company,
a
new Warrant Certificate or Warrant Certificates of like tenor and evidencing
in
the aggregate a like number of Warrants shall be issued to the transferee(s)
in
exchange for this Warrant Certificate, subject to the limitations provided
herein and in the Warrant Agreement, without any charge except for any tax
or
other governmental charge imposed in connection with such transfer. Upon the
exercise of less than all of the Warrants evidenced by this Certificate, the
Company shall forthwith issue to the holder hereof a new Warrant Certificate
representing such number of unexercised Warrants. The Company may deem and
treat
the registered holder(s) hereof as the absolute owner(s) of this Warrant
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone), for the purpose of any exercise hereof, and of any distribution
to the holder(s) hereof, and for all other purposes, and the Company shall
not
be affected by any notice to the contrary. All terms used in this Warrant
Certificate which are defined in the Warrant Agreement shall have the meanings
assigned to them in the Warrant Agreement.
Dated
as
of ________________, 2006
Resolve
Staffing, Inc.
__/s/
Xxx Heineman________________________________
By:
Xxx
Xxxxxxxx, President
[FORM
OF ELECTION TO EXERCISE]
The
undersigned hereby irrevocably elects to exercise the right, represented by
this
Warrant Certificate, to purchase ____________ Common Shares and herewith tenders
in payment for such securities a certified check or official bank check payable
to the order of Resolve Staffing, Inc. in the amount of $___________, all in
accordance with the terms of Section 4 of the Warrant Agreement dated as of
September 26, 2006, between Resolve Staffing, Inc. and the undersigned (or
its
assignor). The undersigned requests that a certificate for such securities
be
registered in the name of _______________________________ whose address is
__________________________________ and that such Certificate be delivered to
whose address is __________________________________.
Dated:
Signature:________________________
SSN:__________________________
(Signature
must conform in all respects to name of holder as specified on the face of
the
Warrant Certificate.) (Insert Social Security or Other Identifying Number of
Holder)
[FORM
OF ASSIGNMENT]
(To
be
executed by the registered holder if such holder desires to transfer the Warrant
Certificate.)
FOR
VALUE
RECEIVED ____________________________ hereby sells, assigns and transfers unto
(Please print name and address of transferee) this Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint Attorney, to transfer the within Warrant Certificate
on
the books of the within-named Company, with full power of substitution.
Dated:
________________
Signature:________________________
SSN:__________________________
(Signature
must conform in all respects to name of holder as specified on the face of
the
Warrant Certificate)
(Insert
Social Security or Other Identifying Number of Assignee)