VOID AFTER 5:00 P.M., EASTERN TIME, ON DATE ______________
VOID
AFTER 5:00 P.M., EASTERN TIME,
ON
DATE
______________
THIS
WARRANT AND THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT (COLLECTIVELY,
THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT OR IN A TRANSACTION THAT,
IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO MIP SOLUTIONS, INC.,
QUALIFIES AS AN EXEMPT TRANSACTION UNDER SUCH ACT AND THE RULES AND REGULATIONS
PROMULGATED THEREUNDER.
MIP
SOLUTIONS, INC.
000
Shares
MIP
SOLUTIONS, INC., a Nevada corporation (the "Company"), hereby certifies
that__________________ (the "Initial Holder"), is entitled, subject to the
terms
set forth below, to purchase from the Company, ____________ (000) shares of
fully paid and non-assessable Common Stock of the Company, par value $.001
per
share, at a purchase price of Fifty Cents ($0.50) per share, subject to
adjustment from time to time pursuant to Section 3 hereof (the "Purchase
Price"). The term "Common Stock" means, unless the context otherwise requires,
the Company's Common Stock, par value $.001 per share, or other securities
or
property at the time deliverable upon the exercise of this Warrant.
1 Exercise.
1.1 Timing
of Exercise and Callable Rights.
This
Warrant shall be exercisable in whole or in part from time to time commencing
on
DATE
OF PURCHASE,
and
expiring at 5:00 P.M., Eastern Time, three years later on CORRESPONDING
DATE,
and may
not be exercised thereafter. The Company may call the Warrants for redemption,
in whole and not in part, at its sole discretion, at
a
price of $.01 per warrant (the “Redemption Price”), at any time after
the
Company’s Common Stock trades on a public exchange and the Common Stock closes
at or above a price of $1.50 for 15 (fifteen) consecutive trading days.
In
the
event the Company shall elect to redeem all of the Warrants, the Company shall
fix a date for the redemption. Notice of redemption shall be mailed by first
class mail, postage prepaid, by the Company not less than 20 days prior to
the
date fixed for
redemption to the registered holders of the Warrant to be redeemed at their
last
addresses as they shall appear on the registration books. Any notice mailed
in
the manner herein provided shall be conclusively presumed to have been duly
given whether or not the registered holder received such notice. The Warrants
may be exercised in accordance with Section 1.2 of this Agreement at any time
after notice of redemption shall have been given by the Company pursuant to
Section 1.1 herein and prior to the time and date fixed for redemption. On
and
after the redemption date, the record holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the Redemption
Price.
1.2 Manner
of Exercise.
The
purchase rights evidenced by this Warrant shall be exercised by the Initial
Holder or any person permitted by Section 6.1 herein (collectively, "the
Holder"), by surrendering this Warrant, with the form of subscription at the
end
hereof duly executed by the Holder, to the Company at its office in Las Vegas,
Nevada (or such office as may be designated by the Company to the Holder),
accompanied by payment (in cash, by wire transfer or by certified or official
bank check or checks) of the Purchase Price.
1.3
Partial
Exercise.
This
Warrant may be exercised for less than the full number of shares of Common
Stock
at the time called for hereby, in which case the number of shares receivable
upon the exercise of this Warrant as a whole, and the sum payable upon the
exercise of this Warrant as a whole, shall be proportionately reduced. Upon
any
such partial exercise, the Company at its expense will forthwith issue to the
Holder a new Warrant or Warrants of like tenor calling for the number of shares
of Common Stock as to which rights have not been exercised, such Warrant or
Warrants to be issued in the name of the Holder.
2. Delivery
of Stock Certificates Upon Exercise.
As soon
as practicable after the exercise of this Warrant, and in any event within
ten
(10) days thereafter, the Company, at its expense, will cause to be issued
in
the name of and delivered to the Holder a certificate or certificates for the
number of fully paid and non-assessable shares of Common Stock to which the
Holder shall be entitled upon such exercise. Any shares of Common Stock as
to
which this Warrant is exercised shall be deemed issued on and as of the date
of
such exercise, and the Holder shall thereupon be deemed to be the owner of
record of such shares.
3. Anti-Dilution
Adjustments.
3.1 Change
in Capitalization.
In case
of any stock split, stock dividend or similar transaction which increases or
decreases the number of outstanding shares of Common Stock, appropriate
adjustment shall be made by the Board of Directors of the Company to the number
of shares, and the Purchase Price per share, of Common Stock which may be
purchased under this Warrant.
3.2 Consolidation,
Merger and Sale of Assets.
In the
case of a merger, sale of assets or similar transaction which results in a
replacement of the Company's shares of Common Stock with stock of another
corporation, the corporation formed by such consolidation or the corporation
into which the Company shall have been merged or the corporation which shall
have acquired such assets, as the case may be, shall execute and deliver to
the
Holder a certificate stating that the Holder shall have the right thereafter
to
exercise this Warrant in exchange for the kind and amount of shares of stock
or
other securities or property receivable upon such consolidation, merger, sale
or
transfer by a holder of the number of shares of Common Stock into which this
Warrant might have been converted immediately prior to such consolidation,
merger, sale or transfer, subject to adjustment as provided hereinabove. The
provisions of this Section shall similarly apply to successive consolidations,
mergers, sales or transfers.
3.3 Exchanges
and Distributions With Respect to Common Stock.
If the
Company shall exchange for its Common Stock or distribute with respect to its
Common Stock other securities issued by it, the Company shall give notice
thereof to the Holder, and the Holder shall have the right thereafter (until
the
expiration of this Warrant) to exercise this Warrant for the kind and amount
of
shares of stock and other securities retained or received by a holder of the
number of shares of Common Stock of the Company into which this Warrant might
have been converted immediately prior to such exchange or distribution, subject
to adjustment as provided hereinabove.
3.4 Officer's
Certificate.
Whenever the Purchase Price per share or the number of shares of Common Stock
subject to this Warrant is adjusted, the Company shall promptly mail to the
Holder of this Warrant a notice of adjustment, which notice shall include a
brief statement of the facts requiring the adjustment and the manner of
computing it and shall be certified by the chief financial officer of the
Company. The determination of the adjustment shall be made by the Company in
its
sole discretion and shall be final and binding upon the Holder.
4. Shares
to Be Fully Paid; Reservation of Capital Stock Issuable Upon Exercise of
Warrants.
The
Company covenants and agrees that any shares issued hereunder will, upon
issuance, be fully paid and non-assessable and free from all taxes, liens and
charges with respect to the issuance thereof. The Company shall at all times
reserve and keep available out of its authorized but unissued capital stock,
solely for the issuance and delivery upon the exercise of this Warrant, such
number of its duly authorized shares of Common Stock as from time to time shall
be issuable upon the exercise of this Warrant.
5. Fractional
Shares.
The
Company shall not issue fractions of shares of Common Stock upon exercise of
this Warrant or scrip in lieu thereof. If any fraction of a share of Common
Stock would, except for the provisions of this Section 5, be issuable upon
exercise of this Warrant, then the number of shares of Common Stock to be issued
shall be rounded up or down to the nearest whole share.
6. Transfer
Restrictions
6.1 Transfer.
A
Holder, including the Initial Holder or any subsequent Holder may transfer
this
Warrant only to (i) any other Holder, (ii) any entity controlled by, controlling
or under common control of the Holder, or for which the Holder is acting as
the
representative, or to one or more of its shareholders, directors, officers,
employees or limited or general partners, or to entities that manage or
co-manage the Holder or any of its limited or general partners, or (iii) any
member of the immediate family (which shall be deemed to include a spouse,
parent, child or sibling) of an individual Holder or trust for the benefit
of
any such individual. Prior to any such transfer, the Holder must provide
information to the Company, in writing, regarding the proposed transferee
sufficient for the Company to determine the eligibility of such transferee
under
this Section 6.
6.2 Securities
Laws.
The
Holder of this Warrant, by accepting delivery of the same, hereby:
(a) acknowledges
that any shares of Common Stock issued pursuant to the exercise of this Warrant
may not be registered under the Securities Act of 1933, as amended (the
"Securities Act"), at the time issued;
(b) agrees
that, upon the exercise of this Warrant, it shall make the customary
representations and warranties as may be requested by counsel to the Company
in
order for the Company to properly rely upon Section 4(2) of the Securities
Act
regarding exemption from registration thereunder, and, in connection with such
exemption, that any certificates representing shares of Common Stock issued
pursuant to this Warrant would reflect an appropriate legend regarding
restrictions upon transferability; and
(c) agree
to
indemnify the Company, and hold it harmless from and against, any and all
losses, expenses (including attorneys' fee), costs and damages arising form
or
relating to any violation of applicable state securities or "blue sky" laws
in
connection with the issuance, sale, delivery or exercise of this Warrant and
the
issuance, sale and delivery of shares of Common Stock upon any exercise of
this
Warrant.
7. Replacement
of Warrant.
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant and (in the case of loss, theft or
destruction) upon delivery of an indemnity agreement, and if requested by the
Board of Directors, a bond in an amount reasonably satisfactory to it, or (in
the case mutilation) upon surrender and cancellation hereof, the Company will
issue in lieu thereof a new Warrant of like tenor.
8. Rights
as a Warrant Holder.
The
Holder shall not, by virtue hereof, be entitled to any rights of a stockholder
in the Company, either at law or equity except with respect to certificates
representing shares of Common Stock issued upon exercise of this Warrant. 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. Prior
to
due presentment for transfer of this Warrant, the Company may deem and treat
the
Holder as the absolute owner of this Warrant for purposes of any exercise hereof
and for all other purposes and such right of the Company shall not be affected
by any notice to the contrary.
9. Subdivision
of Rights.
This
Warrant (as well as any new warrant issued pursuant to the provisions of this
Section) is exchangeable upon the surrender hereof by the Holder at the
principal office of the Company for any number of new warrants of like tenor
and
date representing in the aggregate the right to subscribe for and purchase
the
number of shares of Common Stock of the Company that may be subscribed for
and
purchased hereunder.
10. Sending
of Notices.
All
notices and other communications from the Company to the Holder of this Warrant
shall be sent by express mail or courier service to the address furnished to
the
Company in writing by the Holder.
11. Headings.
The
headings in this Warrant are for purposes of reference only and shall not limit
or otherwise affect the meaning of the terms hereof.
12. Change,
Waiver, Discharge or Termination.
Neither
this Warrant nor any term hereof may be changed, waived, discharged or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
13. Governing
Law.
This
Warrant shall be governed by, and construed in accordance with, the laws of
the
State of Nevada.
|
MIP
SOLUTIONS, INC.
|
||
| |
|
|
| By: | ||
|
Xxxxxx
X. Xxxxxx, Corporate Secretary
|
||
|
Dated:
_____________________, 2006
|
||
[To
be
signed only upon exercise of Warrant]
To
MIP
Solutions, Inc.:
The
undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and purchase
thereunder, ______ shares of Common Stock of MIP Solutions, Inc., and herewith
makes payment of $__________ therefor, and requests that the certificates for
such shares be issued in the name of and be delivered to __________, whose
address is ________________.
The
undersigned represents it is acquiring the shares solely for its own account
and
not as a nominee for any other party and not with a view toward the resale
or
distribution thereof except in compliance with applicable securities
laws.
______________________________
[Signature
must conform in all respects to name of holder as specified on the face of
the
Warrant]
______________________________
Address
______________________________
Dated:
__________, _____
