COMMON STOCK WARRANT AGREEMENT
Exhibit
4.1
THESE
SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE
“RESTRICTED” AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
COMMON
STOCK PURCHASE WARRANT
To
Purchase 1,000,000 Shares of Common Stock, par value $0.001 per
share
of
THIS
CERTIFIES that, for value received, AMF Capital, Inc. (“AMF” or “Holder”) is
entitled, upon the terms and subject to the conditions hereinafter set forth,
at
any time on or after the date hereof and on or prior to 5:00 p.m. New York
City
Time on the date that is five years after the date hereof (the “Termination
Date”), but not thereafter, to subscribe for and purchase from Celsia
Technologies, Inc., a Nevada corporation, (the “Company”), 1,000,000 shares
(such shares the “Warrant Shares”) of common stock, par value $0.001, of the
Company (“Common Stock”), at an exercise price of $.88 per share (the “Exercise
Price”). The Exercise Price and the number of shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. This Warrant
is
being issued pursuant to that certain Settlement Agreement and Release dated
as
of July 18, 2007 by and between the Company and AMF.
1. Title
of Warrant.
Prior
to the expiration hereof and subject to compliance with applicable laws, this
Warrant and all rights hereunder are transferable, in whole or in part, at
the
office or agency of the Company by the Holder hereof in person or by duly
authorized attorney, upon surrender of this Warrant together with (a) the
Assignment Form annexed hereto properly endorsed, and (b) any other
documentation reasonably necessary to satisfy the Company that such transfer
is
in compliance with all applicable securities laws. The term “Holder” shall refer
to AMF or any subsequent transferee of this Warrant.
2. Authorization
of Shares.
The
Company covenants that all shares of Common Stock which may be issued upon
the
exercise of rights represented by this Warrant will, upon exercise of the rights
represented by this Warrant and payment of the Exercise Price as set forth
herein, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges in respect of the issue thereof (other
than taxes in respect of any transfer occurring contemporaneously with such
issue or otherwise specified herein).
3. Exercise
of Warrant.
(a) The
Holder may exercise this Warrant, in whole or in part, at any time and from
time
to time, by
(i) delivering
(which may be by facsimile) to the offices of the Company or any transfer agent
for the Common Stock on or prior to the Termination Date, this Warrant together
with a Notice of Exercise in the form annexed hereto specifying the number
of
Warrant Shares with respect to which this Warrant is being exercised, together
with payment in cash to the Company of the Exercise Price therefor.
(ii) with
the
consent of the Company, which shall not be unreasonably withheld, by the
exchange of this Warrant in whole or in part (with the Cashless Exercise
subscription form in the form annexed hereto duly executed) (a "Cashless
Exercise") at the address of the Company set forth herein. Such presentation
and
exchange shall be deemed a waiver of the Holder's obligation to pay the Exercise
Price or, in the case of a partial exercise of this Warrant, of the portion
of
the Exercise Price that would otherwise be payable in connection with such
partial exercise. Upon presentment of this Warrant in connection with a Cashless
Exercise, the number of Warrant Shares subject to this Warrant shall be reduced
by the number of Warrant Shares specified on the Cashless Exercise subscription
form, and in exchange for such reduction the Holder shall receive the number
of
Warrant Shares, as the case may be, specified on the Cashless Exercise
subscription form (up to the total number of Warrant Shares which are subject
to
this Warrant) multiplied by a fraction, the numerator of which shall be the
difference between the then current Fair Market Value (as defined in
Section 12(b)) per share of the Common Stock and the Exercise Price per
share, and the denominator of which shall be the then current Fair Market Value
per share of Common Stock.
(b) In
the
event that the Warrant is not exercised in full, the number of Warrant Shares
shall be reduced by the number of such Warrant Shares for which this Warrant
is
exercised and/or surrendered, and the Company, if requested by Holder and at
its
expense, shall within five (5) business days issue and deliver to the Holder
a
new Warrant of like tenor in the name of the Holder or as the Holder (upon
payment by Holder of any applicable transfer taxes) may request, reflecting
such
adjusted Warrant Shares. Notwithstanding anything to the contrary set forth
herein, upon exercise of any portion of this Warrant in accordance with the
terms hereof, the Holder shall not be required to physically surrender this
Warrant to the Company unless such Holder is purchasing the full amount of
Warrant Shares represented by this Warrant. The Holder and the Company shall
maintain records showing the number of Warrant Shares so purchased hereunder
and
the dates of such purchases or shall use such other method, reasonably
satisfactory to the Holder and the Company, so as not to require physical
surrender of this Warrant upon each such exercise. The Holder and any assignee,
by acceptance of this Warrant or a new Warrant, acknowledge and agree that,
by
reason of the provisions of this Section, following exercise of any portion
of
this Warrant, the number of Warrant Shares which may be purchased upon exercise
of this Warrant may be less than the number of Warrant Shares set forth on
the
face hereof.
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(c) Certificates
for shares of Common Stock purchased hereunder shall be delivered to the Holder
hereof within five (5) business days after the date on which this Warrant shall
have been exercised as aforesaid. The Holder may withdraw its Notice of Exercise
at any time if the Company fails to timely deliver the relevant certificates
to
the Holder as provided in this Agreement. A Notice of Exercise shall be deemed
sent on the date of delivery if delivered before 5:00 p.m. New York Time on
such
date, or the day following such date if delivered after 5:00 p.m. New York
Time;
provided that the Company is only obligated to deliver Warrant Shares against
delivery of the Exercise Price from the holder hereof and surrender of this
Warrant (or appropriate affidavit and/or indemnity in lieu thereof).
(d) In
lieu
of delivering physical certificates representing the Warrant Shares issuable
upon exercise of this Warrant, provided the Company’s transfer agent is
participating in the Depository Trust Company (“DTC”) Fast Automated Securities
Transfer (“FAST”) program, and provided the Company is eligible to participate
in the FAST program, upon request of the Holder, the Company shall use its
best
efforts to cause its transfer agent to electronically transmit the Warrant
Shares issuable upon exercise to the Holder, by crediting the account of the
Holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission
(“DWAC”) system. The time periods for delivery described above shall apply to
the electronic transmittals through the DWAC system. The Company agrees to
coordinate with DTC to accomplish this objective, provided the Company is
eligible to utilize the services of DTC and is eligible to participate in the
FAST program.
(e) The
term
“Trading Day” means (i) if the Common Stock is not listed on the New York or
American Stock Exchange but sale prices of the Common Stock are reported on
Nasdaq National Market or another automated quotation system, a day on which
trading is reported on the principal automated quotation system on which sales
of the Common Stock are reported, (ii) if the Common Stock is listed on the
New
York Stock Exchange or the American Stock Exchange, a day on which there is
trading on such stock exchange, or (iii) if the foregoing provisions are
inapplicable, a day on which quotations are reported by National Quotation
Bureau Incorporated.
4. No
Fractional Shares or Scrip.
No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant. In lieu of issuance of a fractional share upon
any
exercise hereunder, the Company will either round up to nearest whole number
of
shares or pay the cash value of that fractional share, which cash value shall
be
calculated on the basis of the average closing price of the Common Stock during
the five (5) Trading Days immediately preceding the date of
exercise.
5. Charges,
Taxes and Expenses.
Issuance of certificates for shares of Common Stock upon the exercise of this
Warrant shall be made without charge to the Holder hereof for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company,
and
such certificates shall be issued in the name of the Holder of this Warrant
or
in such name or names as may be directed by the Holder of this Warrant;
provided,
however,
that in
the event certificates for shares of Common Stock are to be issued in a name
other than the name of the Holder of this Warrant, this Warrant when surrendered
for exercise shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder hereof; and provided further,
that
the Company shall not be required to pay any tax or taxes which may be payable
in respect of any transfer involved in the issuance of any Warrant certificates
or any certificates for the Warrant Shares other than the issuance of a Warrant
Certificate to the Holder in connection with the Holder’s surrender of a Warrant
Certificate upon the exercise of all or less than all of the Warrants evidenced
thereby.
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6. Closing
of Books.
The
Company will at no time close its shareholder books or records in any manner
which interferes with the timely exercise of this Warrant.
7. No
Rights as Shareholder until Exercise.
Subject
to Section 12 of this Warrant and the provisions of any other written agreement
between the Company and AMF, AMF shall not be entitled to vote or receive
dividends or be deemed the holder of Warrant Shares or any other securities
of
the Company that may at any time be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer upon AMF,
as
such, any of the rights of a stockholder of the Company or any right to vote
for
the election of directors or upon any matter submitted to stockholders at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any recapitalization, issuance of stock, reclassification of stock, change
of par value, or change of stock to no par value, consolidation, merger,
conveyance or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have
been
exercised as provided herein. However, at the time of the exercise of this
Warrant pursuant to Section 3 hereof, the Warrant Shares so purchased hereunder
shall be deemed to be issued to such Holder as the record owner of such shares
as of the close of business on the date on which this Warrant shall have been
exercised.
8. Assignment
and Transfer of Warrant.
This
Warrant may be assigned by the surrender of this Warrant and the Assignment
Form
annexed hereto duly executed at the office of the Company (or such other office
or agency of the Company or its transfer agent as the Company may designate
by
notice in writing to the registered Holder hereof at the address of such Holder
appearing on the books of the Company); provided,
however,
that
this Warrant may not be resold or otherwise transferred except (i) in a
transaction registered under the Securities Act of 1933, as amended (the “Act”),
or (ii) in a transaction pursuant to an exemption, if available, from
registration under the Act and whereby, if reasonably requested by the Company,
an opinion of counsel reasonably satisfactory to the Company is obtained by
the
Holder of this Warrant to the effect that the transaction is so
exempt.
9. Loss,
Theft, Destruction or Mutilation of Warrant; Exchange.
The
Company represents warrants and covenants that (a) upon receipt by the Company
of evidence and/or indemnity reasonably satisfactory to it of the loss, theft,
destruction or mutilation of any Warrant or stock certificate representing
the
Warrant Shares, and in case of loss, theft or destruction, of indemnity
reasonably satisfactory to it, and (b) upon surrender and cancellation of such
Warrant or stock certificate, if mutilated, the Company will make and deliver
a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of this Warrant or stock certificate, without any charge
therefor. This Warrant is exchangeable at any time for an equal aggregate number
of Warrants of different denominations, as requested by the holder surrendering
the same, or in such denominations as may be requested by the Holder following
determination of the Exercise Price. No service charge will be made for such
registration or transfer, exchange or reissuance.
10. Saturdays,
Sundays, Holidays, etc.
If the
last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday, Sunday or a legal holiday,
then such action may be taken or such right may be exercised on the next
succeeding day not a legal holiday.
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11. Effect
of Certain Events.
If at
any time while this Warrant or any portion thereof is outstanding and unexpired
there shall be a transaction (by merger or otherwise) in which more than 50%
of
the voting power of the Company is disposed of (collectively, a “Sale or Merger
Transaction”), the Holder of this Warrant shall have the right thereafter to
purchase, by exercise of this Warrant and payment of the aggregate Exercise
Price in effect immediately prior to such action, the kind and amount of shares
and other securities and property which it would have owned or have been
entitled to receive after the happening of such transaction had this Warrant
been exercised immediately prior thereto, subject to further adjustment as
provided in Section 12.
12. Adjustments
of Exercise Price and Number of Warrant Shares.
The
number of and kind of securities purchasable upon exercise of this Warrant
and
the Exercise Price shall be subject to adjustment from time to time as set
forth
in this Section 12.
(a) Subdivisions,
Combinations, Stock Dividends and other Issuances.
If the
Company shall, at any time while this Warrant is outstanding, (A) pay a stock
dividend or otherwise make a distribution or distributions on any equity
securities (including instruments or securities convertible into or exchangeable
for such equity securities) in shares of Common Stock, (B) subdivide outstanding
shares of Common Stock into a larger number of shares, or (C) combine
outstanding Common Stock into a smaller number of shares, then the Exercise
Price shall be multiplied by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding before such event and the
denominator of which shall be the number of shares of Common Stock outstanding
after such event. Any adjustment made pursuant to this Section 12(a) shall
become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a subdivision
or
combination. The number of shares which may be purchased hereunder shall be
increased proportionately to any reduction in Exercise Price pursuant to this
paragraph 12(a), so that after such adjustments the aggregate Exercise Price
payable hereunder for the increased number of shares shall be the same as the
aggregate Exercise Price in effect just prior to such adjustments.
(b) Other
Distributions.
If at
any time after the date hereof the Company distributes to holders of its Common
Stock, other than as part of its dissolution, liquidation or the winding up
of
its affairs, any shares of its capital stock, any evidence of indebtedness
or
any of its assets (other than Common Stock), then the number of Warrant Shares
for which this Warrant is exercisable shall be increased to equal: (i) the
number of Warrant Shares for which this Warrant is exercisable immediately
prior
to such event, (ii) multiplied by a fraction, (A) the numerator of which shall
be the Fair Market Value (as defined below) per share of Common Stock on the
record date for the dividend or distribution, and (B) the denominator of which
shall be the Fair Market Value price per share of Common Stock on the record
date for the dividend or distribution minus the amount allocable to one share
of
Common Stock of the value (as jointly determined in good faith by the Board
of
Directors of the Company and the Holder) of any and all such evidences of
indebtedness, shares of capital stock, other securities or property, so
distributed. For purposes of this Warrant, “Fair Market Value” shall equal the
average closing trading price of the Common Stock on the principal securities
exchange or trading market on which the Common Stock is traded, listed or quoted
(the “Principal Market”) for the 5 Trading Days preceding the date of
determination or, if the Common Stock is not listed or admitted to trading
on
any Principal Market, and the average price cannot be determined as contemplated
above, the Fair Market Value of the Common Stock shall be as reasonably
determined in good faith by the Company’s Board of Directors and the Holder. The
Exercise Price shall be reduced to equal: (i) the Exercise Price in effect
immediately before the occurrence of any event (ii) multiplied by a fraction,
(A) the numerator of which is the number of Warrant Shares for which this
Warrant is exercisable immediately before the adjustment, and (B) the
denominator of which is the number of Warrant Shares for which this Warrant
is
exercisable immediately after the adjustment.
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(c) Merger,
etc.
If at
any time after the date hereof there shall be a merger or consolidation of
the
Company with or into or a transfer of all or substantially all of the assets
of
the Company to another entity, then the Holder shall be entitled to receive
upon
or after such transfer, merger or consolidation becoming effective, and upon
payment of the Exercise Price then in effect, the number of shares or other
securities or property of the Company or of the successor corporation resulting
from such merger or consolidation, which would have been received by the Holder
for the shares of stock subject to this Warrant had this Warrant been exercised
just prior to such transfer, merger or consolidation becoming effective or
to
the applicable record date thereof, as the case may be. The Company will not
merge or consolidate with or into any other corporation, or sell or otherwise
transfer its property, assets and business substantially as an entirety to
another corporation, unless the corporation resulting from such merger or
consolidation (if not the Company), or such transferee corporation, as the
case
may be, shall expressly assume in writing the due and punctual performance
and
observance of each and every covenant and condition of this Warrant to be
performed and observed by the Company.
(d) Reclassification,
etc.
If at
any time after the date hereof there shall be a reorganization or
reclassification of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes, then the Holder shall thereafter be entitled to receive upon
exercise of this Warrant, during the period specified herein and upon payment
of
the Exercise Price then in effect, the number of shares or other securities
or
property resulting from such reorganization or reclassification, which would
have been received by the Holder for the shares of stock subject to this Warrant
had this Warrant at such time been exercised.
In
the
event of any adjustment in the number of Warrant Shares issuable hereunder
upon
exercise, the Exercise Price shall be inversely proportionately increased or
decreased as the case may be, such that aggregate purchase price for Warrant
Shares upon full exercise of this Warrant shall remain the same. Similarly,
in
the event of any adjustment in the Exercise Price, the number of Warrant Shares
issuable hereunder upon exercise shall be inversely proportionately increased
or
decreased as the case may be, such that aggregate purchase price for Warrant
Shares upon full exercise of this Warrant shall remain the same.
13. Voluntary
Adjustment by the Company.
The
Company may at its option, at any time during the term of this Warrant, reduce
but not increase the then current Exercise Price to any amount and for any
period of time deemed appropriate by the Board of Directors of the
Company.
14. Notice
of Adjustment.
Whenever
the number of Warrant Shares or number or kind of securities or other property
purchasable upon the exercise of this Warrant or the Exercise Price is adjusted,
the Company shall promptly mail to the Holder of this Warrant a notice setting
forth the number of Warrant Shares (and other securities or property)
purchasable upon the exercise of this Warrant and the Exercise Price of such
Warrant Shares after such adjustment and setting forth the computation of such
adjustment and a brief statement of the facts requiring such
adjustment.
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15. Authorized
Shares.
The
Company covenants that during the period the Warrant is outstanding and
exercisable, it will reserve from its authorized and unissued Common Stock
a
sufficient number of shares to provide for the issuance of the Warrant Shares
upon the exercise of any and all purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law, regulation, or rule of any applicable market or
exchange.
16. Compliance
with Securities Laws.
(a) The
Holder hereof acknowledges that the Warrant Shares acquired upon the exercise
of
this Warrant, if not registered (or if no exemption from registration exists),
will have restrictions upon resale imposed by state and federal securities
laws.
Each certificate representing the Warrant Shares issued to the Holder upon
exercise (if not registered, for resale or otherwise, or if no exemption from
registration exists) will bear substantially the following legend:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN
RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED,
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
Without
limiting AMF’s right to transfer, assign or otherwise convey the Warrant or
Warrant Shares in compliance with all applicable securities laws, the Holder
of
this Warrant, by acceptance hereof, acknowledges that this Warrant and the
Warrant Shares to be issued upon exercise hereof are being acquired solely
for
AMF’s own account and not as a nominee for any other party, and that AMF will
not offer, sell or otherwise dispose of this Warrant or any Warrant Shares
to be
issued upon exercise hereof except under circumstances that will not result
in a
violation of applicable federal and state securities laws.
17. Miscellaneous.
(a) Issue
Date; Choice of Law; Venue; Jurisdiction.
The
provisions of this Warrant shall be construed and shall be given effect in
all
respects as if it had been issued and delivered by the Company on the date
hereof. This Warrant shall be binding upon any successors or assigns of the
Company. This Warrant will be construed and enforced in accordance with and
governed by the laws of the State of New York, except for matters arising under
the Act, without reference to principles of conflicts of law. Each of the
parties consents to the exclusive jurisdiction of the Federal and State Courts
sitting in the County of New York in the State of New York in connection with
any dispute arising under this Warrant and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum non conveniens
or
venue, to the bringing of any such proceeding in such jurisdiction. EACH PARTY
HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.
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(b) Modification
and Waiver.
This
Warrant and any provisions hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought. Any amendment effected in accordance with
this paragraph shall be binding upon AMF, each future holder of this Warrant
and
the Company. No waivers of, or exceptions to, any term, condition or provision
of this Warrant, in any one or more instances, shall be deemed to be, or
construed as, a further or continuing waiver of any such term, condition or
provision.
(c) Notices.
Any
notice or other communication required or permitted to be given hereunder shall
be in writing by facsimile, mail or personal delivery and shall be effective
upon actual receipt of such notice. The addresses for such communications shall
be to the addresses as shown on the books of the Company or to the Company
at
the address set forth in the Purchase Agreement. A party may from time to time
change the address to which notices to it are to be delivered or mailed
hereunder by notice in accordance with the provisions of this Section
16(c).
(d) Severability.
Whenever possible, each provision of this Warrant shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Warrant is held to be invalid, illegal or unenforceable in any respect
under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect the validity, legality or
enforceability of any other provision of this Warrant in such jurisdiction
or
affect the validity, legality or enforceability of any provision in any other
jurisdiction, but this Warrant shall be reformed, construed and enforced in
such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.
(e) Specific
Enforcement.
The
Company and the Holder acknowledge and agree that irreparable damage would
occur
in the event that any of the provisions of this Warrant were not performed
in
accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent or cure breaches of the provisions of this Warrant and
to
enforce specifically the terms and provisions hereof, this being in addition
to
any other remedy to which either of them may be entitled by law or
equity.
[Signature
Page Follows]
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IN
WITNESS WHEREOF,
the
Company has caused this Warrant to be executed by the undersigned officer
thereunto duly authorized.
Dated:
July 18, 2007
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By:
/s/ Xxxxxxx Xxxxxxxxx
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Name: Xxxxxxx
Xxxxxxxxx
Title: Chief
Financial Officer
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PURCHASE
FORM
SUBSCRIPTION
(cash)
The
undersigned, _______________________ (the “Holder”), pursuant to the provisions
of the Warrant of CELSIA TECHNOLOGIES, INC. (“the Company”) granted to the
Holder (or its assignor) dated ____________________ (the “Warrant”), hereby
agrees to subscribe for and purchase ____________________ shares of the Common
Stock, par value $0.001 per share, of the Company covered by the Warrant, and
makes payment therefor in full at the price per share provided by the Warrant.
Dated:
____________________ Signature:
__________________________
INSTRUCTIONS
FOR REGISTRATION OF STOCK:
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Name
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(please
type or print in block letters)
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Address
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Address
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NOTICE
OF CASHLESS EXERCISE
SUBSCRIPTION
(cashless
exercise)
(1) The
undersigned Holder _______________________, pursuant to the provisions of the
Warrant, hereby elects to exchange its Warrant, in whole or in part, as
appropriate, for ______ shares of Common Stock, par value $0.001 per share,
of
the Company, pursuant to the cashless exercise provisions of Section 3(a)(ii)
of
the Warrant.
(2) Please
issue a certificate or certificates representing said shares of Common Stock
in
the name of the undersigned or in such other name as is specified below:
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(Name)
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(Address)
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(3) Please
issue a new Warrant for the unexercised portion of the attached Warrant in
the
name of the undersigned or in such other name as is specified below:
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(Name)
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(Date) |
(Signature)
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(Address)
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Dated:
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Signature
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FORM
OF ASSIGNMENT OR PARTIAL ASSIGNMENT
FOR
VALUE
RECEIVED _________________________ (the “Holder”) hereby sells, assigns and
transfers unto
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Name
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(please
typewrite or print in block letters)
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Address
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the
right
to purchase Common Stock, as appropriate, to the extent of _________ shares
as
to which such right is exercisable pursuant to this Warrant of CELSIA
TECHNOLOGIES, INC. (“the Company”) dated _______________ granted to the Holder
(or its assignor), and does hereby irrevocably constitute and appoint
____________________________, attorney, to transfer same on the books of the
Company with full power of substitution in the premises.
Signature:
_____________________________
Dated:
_______________________________
