Void after 5:00 P.M. New York City time on the last day of the Exercise Period, as defined below COMMON STOCK PURCHASE WARRANT OF DISASTER PREPAREDNESS SYSTEMS, INC. Issue Date: September 1, 2006
Exhibit
4.3
NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR
ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS
OR
AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE
OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE.
Void
after 5:00 P.M. New York City time on
the
last day of the Exercise Period, as defined below
OF
DISASTER
PREPAREDNESS SYSTEMS, INC.
Issue
Date: September 1, 2006
This
is
to certify that, FOR VALUE RECEIVED, _________________ (the “Holder”),
is
entitled to purchase, subject to the provisions of this Warrant, from Disaster
Preparedness Systems, Inc., a Nevada corporation (the “Company”),
at an
exercise price per share of $0.50, subject to adjustment as provided in this
Warrant (the “Warrant
Exercise Price”),
________________ (___________) shares of common stock, no par value (the
“Common
Stock”).
The
shares of Common Stock deliverable upon such exercise, and as adjusted from
time
to time, are hereinafter sometimes referred to as the “Warrant
Shares.”
1. ISSUANCE
OF WARRANT.
This
Warrant is being issued pursuant to that certain Subscription Agreement dated
as
of September 1, 2006 between the Company and the Holder (the “Subscription
Agreement”).
Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed thereto in the Subscription Agreement or the Memorandum (hereinafter
defined). In addition, the following terms shall have the meanings set forth
below:
“Convertible
Securities”
shall
mean evidences of indebtedness, shares of stock or other securities, which
are
convertible into or exchangeable, with or without payment of additional
consideration in cash and/or property, for shares of Common Stock, either
immediately or upon the occurrence of a specified date or a specified
event.
“Exercise
Period”
shall
mean the period commencing on the date hereof and ending at 5:00 p.m., Eastern
Time on September 1, 2011.
“Memorandum”
shall
mean the Company’s Confidential Private Placement Memorandum, dated as of July
10, 2006 (as amended or supplemented, and together with all exhibits attached
thereto).
“Other
Securities”
shall
mean any other equity or debt securities that may be issued by the Company
in
addition thereto or in substitution for the Warrant Shares.
“Permitted
Issuances”
shall
mean issuances
to officers, employees, directors, consultants or advisors pursuant to stock
option or restricted stock purchase plans approved by the Board of Directors
of
the Company covering up to 15% of the outstanding shares of Common Stock which
are issued at not less than fair market value.
“Placement”
means
the private placement by the Company of Units consisting of shares of the
Company’s Common Stock and Warrants, including this Warrant.
“Redemption
Conditions”
means
each of the following conditions to a redemption of this Warrant by the Company:
(i) the shares of Common Stock are publicly traded and have had an average
Closing Price at or above Ninety Cents ($0.90) per share (as adjusted for any
stock splits, combinations or other recapitalizations) for twenty (20)
consecutive trading days ending on the date of the Redemption Notice
(hereinafter defined) (the “Redemption
Measuring Period”),
(ii)
the
average daily trading volume for the Redemption Measuring Period is greater
than
one hundred thousand (100,000) shares per day
and
(iii) the resale of the Warrant Shares is registered with the Securities and
Exchange Commission for resale to the public under an effective registration
statement and all such shares remain registered thereafter until
redemption.
“Securities
Act”
means
the Securities Act of 1933, as amended, and all rules and regulations
promulgated thereunder.
2. EXERCISE
OF WARRANT.
This
Warrant may be exercised in whole or in part at any time or from time to time
from the date hereof until the end of the Exercise Period by presentation and
surrender of this Warrant to the Company at its principal office, or at the
office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Warrant Exercise Price
for the number of shares of Common Stock specified in such form. If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the
rights of the Holder to purchase the balance of the shares of Common Stock
purchasable hereunder. Upon receipt by the Company of this Warrant at its
office, or by the stock transfer agent of the Company at its office, in proper
form for exercise, the Holder shall be deemed to be the holder of record of
the
shares of Common Stock issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then actually be delivered
to
the Holder. As soon as practicable after each exercise of this Warrant, in
whole
or in part, and in any event within ten (10) days thereafter, the Company at
its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder hereof or, subject
to
Section 10 hereof, as the Holder (upon payment by the Holder of any applicable
transfer taxes) may direct, a certificate or certificates (with appropriate
restrictive legends, as applicable) for the number of duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock to which the Holder
shall be entitled upon exercise. All issuances of Common Stock pursuant to
the
exercise of this Warrant shall be rounded (up or down as the case may be) to
the
nearest whole share.
3. RESERVATION
OF SHARES/FRACTIONAL SHARES; CERTAIN COVENANTS WITH REGARD TO AUTHORIZED
SHARES.
(a) The
Company hereby agrees that at all times there shall be reserved for issuance
and/or delivery upon exercise of this Warrant such number of shares of Common
Stock as shall be required for issuance and delivery upon exercise of this
Warrant (the “Warrant
Shares”).
No
fractional shares or script representing fractional shares shall be issued
upon
the exercise of this Warrant. Instead, the Company will round up to the nearest
whole share. Such shares of Common Stock shall, upon exercise of this Warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof.
2
(b) 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 or regulation, or of any requirements of the principal market
upon which the Common Stock may be listed.
(c) The
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any
of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may
be
necessary or appropriate to protect the rights of Holder against impairment.
(d) Upon
the
request of the Holder, the Company will at any time during the period this
Warrant is outstanding acknowledge in writing, in form reasonably satisfactory
to Holder, the continuing validity of this Warrant and the obligations of the
Company hereunder.
(e) Before
taking any action which would cause an adjustment reducing the current Warrant
Exercise Price below the then par value, if any, of the shares of Common Stock
issuable upon exercise of the Warrants, the Company shall take any corporate
action which may be necessary in order that the Company may validly and legally
issue fully paid and non-assessable shares of such Common Stock at such adjusted
Exercise Price.
(f) Before
taking any action which would result in an adjustment in the number of shares
of
Common Stock for which this Warrant is exercisable or in the Warrant Exercise
Price, the Company shall obtain all such authorizations or exemptions thereof,
or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.
4. EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender of this Warrant to the Company for other Warrants
of
different denominations entitling the Holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder.
Upon
surrender of this Warrant to the Company or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any applicable transfer tax, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee named
in
such instrument of assignment and this Warrant shall promptly be canceled.
This
Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation of this Warrant at the office of the Company or at
the
office of its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be issued
and signed by the Holder hereof. The term “Warrant” as used herein includes any
Warrants into which this Warrant may be divided or for which it may be
exchanged. Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, (and, in the case of
loss, theft or destruction, of reasonably satisfactory indemnification), and
upon surrender and cancellation of this Warrant, the Company will execute and
deliver a new Warrant of like tenor. Any such new Warrant executed and delivered
shall constitute an additional contractual obligation on the part of the
Company, whether or not this Warrant so lost, stolen, destroyed, or mutilated
shall be at any time enforceable by anyone. The Company shall maintain, at
its
offices, books for the registration and the registration of transfer of the
Warrant.
3
5. RIGHTS
AND OBLIGATIONS OF THE HOLDER.
The
Holder shall not, by virtue of this Warrant, be entitled to any rights of a
stockholder of the Company, either at law or 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. In addition,
no
provision hereof, in the absence of affirmative action by the Holder to purchase
shares of Common Stock, and no enumeration herein of the rights or privileges
of
the Holder hereof shall give rise to any liability of such Holder for the
purchase price of any Common Stock or as a stockholder of the Company, whether
such liability is asserted by the Company or by creditors of the
Company.
6. ADJUSTMENT
PROVISIONS.
The
Warrant Exercise Price in effect at any time and the number and kind of
securities purchasable upon exercise of each Warrant, shall be subject to
adjustment as follows. The Company shall give each Holder notice of any event
described below which requires an adjustment pursuant to this Section 6 as
soon
as is reasonably practicable following such event:
(a) Weighted
Average Adjustment.
Except with respect to Permitted Issuances, in the event that the Company shall,
at any time during the Exercise Period, sell any shares of Common Stock (or
Convertible Securities or Other Securities) for a consideration per share less
than the Warrant Exercise Price, then the Warrant Exercise Price shall (until
another such issuance or sale) be reduced to a new price (calculated to the
nearest full cent) equal to the quotient derived by dividing: (i) an amount
equal to the sum of (A) the product of (1) the Warrant Price in effect
immediately prior to such issuance or sale, multiplied by (2) the total number
of shares of Common Stock outstanding immediately prior to such issuance or
sale, plus (B) the aggregate of the amount of all consideration received by
the
Company upon such issuance or sale, by (ii) the total number of shares of Common
Stock outstanding immediately after such issuance or sale; provided,
however,
that in no event shall the Warrant Price be adjusted pursuant to this
computation to an amount in excess of the Warrant Exercise Price in effect
immediately prior to such computation.
(b) Reorganization,
Consolidation, Merger, etc.
In case
at any time or from time to time, the Company shall: (i) effect a
reorganization, (ii) consolidate with or merge into any other person, or (iii)
transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company, then, in each such case, as a condition to the consummation of such
a
transaction, proper and adequate provision shall be made by the Company whereby
the Holder of this Warrant, on the exercise hereof at any time after the
consummation of such reorganization, consolidation or merger or the effective
date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such
consummation or such effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled upon such
consummation or in connection with such dissolution, as the case may be, if
such
Holder had so exercised this Warrant, immediately prior thereto, all subject
to
further adjustment thereafter as provided herein.
(c) Dissolution.
In the
event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, concurrently with
any distributions made to holders of its Common Stock, shall, upon exercise
of
this Warrant (if any), at its expense deliver or cause to be delivered to the
Holder the stock and other securities and property (including cash, where
applicable) receivable by the Holder of this Warrant, or, if the Holder shall
so
instruct the Company, to a bank or trust company specified by the Holder and
having its principal office in New York, N.Y., as trustee for the Holder of
this
Warrant (the “Trustee”).
(d) Continuation
of Terms.
Upon
any reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 6, this Warrant shall
continue in full force and effect and the terms hereof shall be applicable
to
the shares of stock and other securities and property receivable on the exercise
of this Warrant after the consummation of such reorganization, consolidation
or
merger or the effective date of dissolution following any such transfer, as
the
case may be, and shall be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person acquiring
all or substantially all of the properties or assets of the Company, whether
or
not such person shall have expressly assumed the terms of this Warrant. In
the
event this Warrant does not continue in full force and effect after the
consummation of the transactions described in this Section 6, then, upon
exercise of this Warrant, the Company’s securities and property (including cash,
where applicable) receivable by the Holder of this Warrant will be delivered
to
the Holder or the Trustee as contemplated by Section 6(b).
4
(e) Extraordinary
Events Regarding Common Stock.
In the
event that the Company shall: (i) issue additional shares of the Common Stock
as
a dividend or other distribution on outstanding Common Stock or any preferred
stock issued by the Company, (ii) subdivide its outstanding shares of Common
Stock, or (iii) combine its outstanding shares of the Common Stock into a
smaller number of shares of the Common Stock (each of the preceding clauses
(i)
through (iii), inclusive, an “Event”),
then,
on the occurrence of each such Event, the number of shares of Common Stock
that
the Holder shall thereafter be entitled to receive, on the exercise of this
Warrant shall be increased or decreased to a number determined by multiplying
the number of shares of Common Stock that would, immediately prior to the
occurrence of such Event, be issuable upon the exercise of this Warrant by
a
fraction of which: (A) the numerator is the number of issued and outstanding
shares of Common Stock immediately after the occurrence of such Event, and
(B)
the denominator is the number of issued and outstanding shares of Common Stock
immediately prior to the occurrence of such Event.
(f) No
Impairment.
The
Company will not, by amendment of its Certificate of Incorporation or Bylaws,
or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, avoid or seek to
avoid
the observance or performance of any of the terms of this Warrant, but will
at
all times in good faith assist in the carrying out of all such terms and in
the
taking of all such action as may be necessary or appropriate in order to protect
the rights of the Holder of this Warrant against dilution or other impairment.
Without limiting the generality of the foregoing, while this Warrant is
outstanding, the Company: (1) will not permit the par value, if any, of the
shares of Common Stock receivable upon the exercise of this Warrant to be above
the amount payable therefor upon such exercise, and (ii) will take all such
action as may be necessary or appropriate in order that the Company may validly
and legally issue or sell fully paid and non-assessable shares of capital stock
upon the exercise of this Warrant.
(g) No
Change Based on Permitted Issuances.
Notwithstanding the foregoing, no adjustment pursuant to this Section 6 shall
be
effected due to, or as a result of, any Permitted Issuances.
7. OFFICER’S
CERTIFICATE.
Whenever the Warrant Exercise Price(s) shall be adjusted as required by the
provisions of Section 6 of this Warrant, the Company shall forthwith file in
the
custody of its Secretary or an Assistant Secretary at its principal office
and
with its stock transfer agent, if any, an officer’s certificate showing the
adjusted Warrant Exercise Price(s) and the adjusted number of shares of Common
Stock issuable upon exercise of this Warrant, determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment,
including a statement of the number of additional shares of Common Stock, if
any, and such other facts as shall be necessary to show the reason for and
the
manner of computing such adjustment. Each such officer’s certificate shall be
forwarded to the Holder in the manner provided in Section 12 hereof.
5
8. NOTICES
TO WARRANT HOLDERS.
So long
as this Warrant shall be outstanding, (a) if the Company shall pay any dividend
or make any distribution upon Common Stock, or (b) if the Company shall offer
to
the holders of Common Stock for subscription or purchase by them any share
of
any class or any other rights, or (c) if any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation
or
merger of the Company with or into another entity, tender offer transaction
for
the Company’s Common Stock, sale, lease or transfer of all or substantially all
of the property and assets of the Company, or voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be effected, then
in
any such case, the Company shall cause to be mailed by certified mail to the
Holder, at least ten (10) days prior to the date specified in clauses (a),
(b),
or (c), as the case may be, of this Section 8 a notice containing a brief
description of the proposed action and stating the date on which: (i) a record
is to be taken for the purpose of such dividend, distribution or rights, or
(ii)
such reclassification, reorganization, consolidation, merger, tender offer
transaction, conveyance, lease, dissolution, liquidation or winding up is to
take place and the date, if any is to be fixed, as of which the holders of
Common Stock or other securities shall receive cash or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
9. REDEMPTION.
(a) Redemption
Option.
Upon
the satisfaction of the Redemption Conditions, the Company may, at the option
of
its Board of Directors at any time following the final closing of the Placement
redeem all (but not less than all) of the Warrants, out of funds legally
available therefor by paying the Redemption Price (as hereafter defined) in
cash
for each Warrant then redeemed.
(b) Redemption
Price.
The
Redemption Price shall be Five Cents ($.05) per Warrant Share, subject to
adjustment for any stock split, stock dividend, recapitalization, combination
or
adjustment after the date hereof.
(c) Notice.
Notice
of any proposed redemption of the Warrants pursuant to this Section 9 shall
be
given by the Company by sending by certified mail, postage prepaid, a copy
of
such notice (the “Redemption
Notice”)
at
least thirty (30) days prior to the date on which it proposes to redeem the
Warrants (the “Redemption
Date”)
to the
holders of the Warrants including the Holder or any subsequent holder(s) of
record of this Warrant, at their respective addresses appearing on the books
of
the Company or given by such holder(s) to the Company for the purposes of
notice, or if no such address appears or is given, at the principal office
of
the Company. Such notice shall state the Redemption Date to which such notice
relates, the number of Warrants to be redeemed from all holders thereof and
from
the Holder of this Warrant, the Redemption Price per Warrant, the record date
for purposes of such redemption and the date on which such holders’ right to
exercise the Warrants will terminate, and shall call upon the Holders to
surrender to the Company on said Redemption Date at the place designated in
the
notice such holder's certificate or certificates representing the Warrants
to be
redeemed unless exercised prior to such date.
(d) Payment.
On the
Redemption Date, the funds legally available for redemption of the Warrants
shall be used to redeem the Warrants from the holders thereof at the Redemption
Price and the Company shall be obligated to pay the holder(s) the Redemption
Price of the Warrants to the extent they have not been exercised as of such
date.
(e) Redemption
Procedures.
On or
after a Redemption Date, the Holder shall surrender this Warrant to the Company,
or its agent, at the place designated in the aforesaid notice and shall
thereupon be entitled to receive payment of the Redemption Price therefor.
Upon
payment of the Redemption Price each surrendered Warrant shall be
cancelled.
6
(f) Termination
of Rights.
Notwithstanding that the Warrants so called for redemption shall not have been
surrendered, from and after the Redemption Date, all rights of the Holder of
this Warrant and all other holders of Warrants shall forthwith cease and
terminate, except for right of the Holder to receive payment of the Redemption
Price upon surrender of this Warrant.
10. TRANSFER
TO COMPLY WITH THE SECURITIES ACT.
This
Warrant, the Warrant Shares or any other security issued or issuable upon the
exercise of this Warrant may not be sold or otherwise disposed of except as
follows:
(a) to
a
person who, in the opinion of counsel for the Company, is a person to whom
this
Warrant or Warrant Shares may legally be transferred without registration and
without the delivery of a current prospectus under the Securities Act with
respect thereto and then only against receipt by the Company of an agreement
of
such person to comply with the provisions of this Section 10 with respect to
any
resale or other disposition of such securities, which agreement shall be
satisfactory in form and substance to the Company and its counsel;
or
(b) to
any
person upon delivery of a prospectus then meeting the requirements of the
Securities Act relating to such securities and the offering thereof for such
sale or disposition.
11. GOVERNING
LAW; JURISDICTION.
The corporate laws of the State
of Nevada shall govern all issues concerning the relative rights of the Company
and its stockholders. All issues concerning the construction, validity,
enforcement and interpretation of this Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York without
giving effect to the principles of conflicts of law thereof. The
parties hereto agree that venue in any and all actions and proceedings related
to the subject matter of this Warrant shall be in the state and federal courts
in and for New York County, New York, which courts shall have exclusive
jurisdiction for such purpose, and the parties hereto irrevocably submit to
the
exclusive jurisdiction of such courts and irrevocably waive the defense of
an
inconvenient forum to the maintenance of any such action or proceeding. Service
of process may be made in any manner recognized by such courts. This Warrant
and
any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
12. NOTICES.
Any and
all notices or other communications or deliveries required or permitted to
be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (a) the date of transmission, if such notice or communication
is delivered via
facsimile at the facsimile telephone number specified in this Section prior
to
6:30 p.m. (New York City time) on a Business Day, (b) the Business Day after
the
date of transmission, if such notice or communication is delivered via
facsimile at the facsimile telephone number specified in this Agreement later
than 6:30 p.m. (New York City time) on any date and earlier than 11:59 p.m.
(New
York City time) on such date, (c) the Business Day following the date of
mailing, if sent by nationally recognized overnight courier service, or (d)
upon
actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as follows:
If
to the
Company:
Disaster
Preparedness Systems, Inc.
0000
Xxxxxxxxxx Xxxxxx
Vancouver,
B.C. Canada V5N 4E8
Attn:
Xxxx Xxxxxxxxxx
Tel:
(000) 000-0000, Fax: (000) 000-0000
7
With
a
copy to:
Xxxxxxxx
Xxxxxxxx & Schole LLP
000
Xxxxxxxxx Xxxxxx
New
York,
NY 10017
Attn:
Xxxxx X. Xxxxxxxx, Esq.
Tel:
(000) 000-0000, Fax: (000) 000-0000
If
to the
Holder To
the
Address Set Forth In the Records of the Company
With
copies to:
Xxxxxx
Xxxxxxx & Company, Inc.
00
Xxxxxx
Xxxx
New
York,
N.Y. 10038
Facsimile
No.: (000) 000-0000
Attn:
Xxxxx Xxxxxxxxxx
13. PAYMENT
OF TAXES.
The
Company will pay the cost of all applicable documentary stamp taxes, if any,
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; 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 certificate for shares
of
Common Stock underlying this Warrant in a name other that of the Holder. The
Holder is responsible for all other tax liability that may arise as a result
of
holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.
14. INCONSISTENCIES.
To the
extent there are any inconsistencies between the terms and provisions of this
Warrant and the terms and provisions of the Subscription Agreement or the
Memorandum, the terms and provisions of this Warrant shall govern and be
controlling.
IN
WITNESS WHEREOF,
this
Warrant has been duly executed as of September 1, 2006.
| DISASTER PREPAREDNESS SYSTEMS, INC. | ||
| |
|
|
| Date: | By: | |
|
Name: |
||
| Address: | ||
8
EXHIBIT
A
FORM
OF EXERCISE NOTICE
[To
be
executed only upon exercise of Warrant]
To
DISASTER PREPAREDNESS SYSTEMS, INC.:
The
undersigned registered holder of the within Warrant hereby irrevocably exercises
the Warrant pursuant to Section 2 of the Warrant with respect to
__________(1)
shares
of the Common Stock, at an exercise price per share of Common Stock of $____,
which the holder would be entitled to receive upon the cash exercise hereof,
and
requests that the certificates for the shares be issued in the name of, and
delivered to, whose address is:
| Dated: | |||
|
|
|||
|
Print or Type Name |
|||
|
|
|||
|
(Signature must conform in all respects to name of holder as specified on the face of Warrant) |
|||
|
|
|||
|
(Street Address) |
|||
|
|
|||
|
(City) (State) (Zip Code) |
_______________________
(1) Insert
here the number of shares called for on the face of this Warrant (or, in the
case of a partial exercise, the portion thereof as to which this Warrant is
being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will
be
issued and delivered, representing the unconverted portion of the Warrant,
to
the holder surrendering the Warrant.
ASSIGNMENT
FORM
FOR
VALUE RECEIVED,
_______________________________________ hereby sells, assigns and transfer
unto:
| Name: | |||
|
(Please typewrite or print in block letters) |
|||
| Address: |
|
||
|
|
Social
Security or Employer Identification No.:__________________________
The
right
to purchase Common Stock represented by this Warrant to the extent of shares
as
to which such right is exercisable and does hereby irrevocably constitute and
appoint _________ as attorney to transfer the same on the books of the Company
with full power of substitution.
Dated:
_________________, 200_.
Signature:___________________________
Signature
Guaranteed:
___________________________________
