Exhibit 10.5
THIS WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ISSUABLE UPON
ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER
THEREOF MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN
OPINION OF COUNSEL FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
No. U-4 Right to Purchase up to 750,000 Shares of
Common Stock of Global Gold Corporation
Global Gold Corporation
Common Stock Purchase Warrant
Global Gold Corporation a Delaware corporation (the "Company"), hereby
certifies that, for value received, Firebird Avrora Fund , Ltd., a Cayman
Islands corporation with offices at c/o Trident Trust Co. (Cayman) Ltd.
("Firebird Avrora"), or registered permitted assigns, is entitled, subject to
the terms set forth below, to purchase from the Company at any time or from time
to time before 5:30 P.M., Eastern Standard Time, on December 1, 2006, up to
Seven Hundred Fifty Thousand (750,000) fully paid and nonassessable shares of
Common Stock, $.001 par value, of the Company, at a purchase price per share of
Seventy Five Cents ($0.75) (such purchase price per share as adjusted from time
to time as herein provided is referred to herein as the "Purchase Price"). The
number and character of such shares of Common Stock and the Purchase Price are
subject to adjustment as provided herein.
As used herein the following terms, unless the context otherwise
requires have the following respective meanings:
(a) The term "Company" shall include Global Gold Corporation and
any corporation which shall succeed or assume the obligations
of the Company hereunder.
(b) The term "Common Stock" includes the Company's Common Stock,
$.001 par value per share, as authorized on the date of this
Warrant and any other securities into which or for which any
of such Common Stock may be converted or exchanged pursuant to
a plan of recapitalization, reorganization, merger, sale of
assets or otherwise.
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1. Exercise of Warrant.
1.1. Manner of Exercise: Payment of the Purchase Price.
(a) This Warrant may be exercised by the holder hereof, in
whole or in part, at any time or from time to time prior to the expiration date,
by surrendering to the Company at its principal office this Warrant, with the
form of Election to Purchase Shares attached hereto (or a reasonable facsimile
thereof) duly executed by the holder and accompanied by payment of the purchase
price for the number of shares of Common Stock specified in such form.
(b) Payment of the purchase price may be made as follows (or
by any combination of the following): (i) in United States currency by cash or
delivery of a certified check or bank draft payable to the order of the Company
or by wire transfer to the Company, (ii) by cancellation of such number of the
shares of Common Stock otherwise issuable to the holder upon such exercise as
shall be specified in such Election to Purchase Shares, such that the excess of
the aggregate Current Market Price of such specified number of shares on the
date of exercise over the portion of the purchase price attributable to such
shares shall equal the purchase price attributable to the shares of Common Stock
to be issued upon such exercise, in which case such amount shall be deemed to
have been paid to the Company and the number of shares issuable upon such
exercise shall be reduced by such specified number, or (iii) by surrender to the
Company for cancellation certificates representing shares of Common Stock of the
Company owned by the holder (properly endorsed for transfer in blank) having a
Current Market Price on the date of Warrant exercise equal to the purchase
price.
1.2. When Exercise Effective. Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
business day on which this Warrant shall have been surrendered to, and the
purchase price shall have been received by, the Company as provided in Section
1.1, and at such time the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such exercise and shall be deemed to have become the holder or holders of record
thereof for all purposes.
1.3 Definitions. As used herein, unless the context otherwise requires,
the following terms shall have the meanings as set forth below:
(a) "Current Market Price" shall mean, on any date specified
herein, the average of the daily Market Price during the 10 consecutive trading
days commencing 15 trading days before such date, except that, if on any such
date the shares of Common Stock are not listed or admitted for trading on any
national securities exchange or quoted in the over-the-counter market, the
Current Market Price shall be the Market Price on such date.
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(b) "Market Price" shall mean, on any date specified herein, the
amount per (a) share of the Common Stock, equal to (a) the last reported sale
price of such Common Stock, regular way, on such date or, in case no such sale
takes place on such date, the average of the closing bid and asked prices
thereof, regular way, on such date, in either case as officially reported on the
principal national securities exchange on which such Common Stock is then listed
or admitted for trading, or (b) if such Common Stock is not then listed or
admitted for trading on any national securities exchange but is designated as a
national market system security by the NASD, the last reported trading price of
the Common Stock on such date, or (c) if there shall have been no trading on
such date or if the Common Stock is not so designated, the average of the
closing bid and asked prices of the Common Stock on such date as shown by the
NASD automated quotation system, or (d) if such Common Stock is not then listed
or admitted for trading on any national exchange or quoted in the
over-the-counter market, the fair value thereof (as of a date which is within 20
days of the date as of which the determination is to be made) determined in good
faith by the Board of Directors of the Company.
1.4. Trustee for Warrantholders. In the event that a bank or trust
company shall have been appointed as trustee for the holders of the Warrants
pursuant to Section 4.2, such bank or trust company shall have all the powers
and duties of a warrant agent appointed pursuant to Section 12 and shall accept,
in its own name for the account of the Company or such successor person as may
be entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.
2. Delivery of Stock Certificates. etc. on Exercise. As soon as practicable
after the exercise of this Warrant in full or in part, and in any event within 2
business 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 as such holder (upon payment by such holder
of any applicable transfer taxes and, if requested by the Company, demonstration
by such holder of compliance with applicable securities laws) may direct, a
certificate or certificates for the number of fully paid and nonassessable
shares of Common Stock to which such holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Current Market
Price of one full share, together with any other stock or other securities and
property (including cash, where applicable) to which such holder is entitled
upon such exercise pursuant to Section 1 or otherwise.
3. Adjustment for Dividends in Other Stock, Property, etc.; Reclassification,
etc. In case at any time or from time to time, the holders of Common Stock shall
have received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, without
payment therefor,
(a) other or additional stock or other securities or property
(other than cash) by way of dividend, or
(b) any cash (excluding cash dividends payable solely out of
earnings or earned surplus of the Company), or
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(c) other or additional stock or other securities or property
(including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of shares or
similar corporate rearrangement,
other than additional shares of Common Stock issued as a stock dividend or in a
stock-split (adjustments in respect of which are provided for in Section 5.3),
then and in each such case the holder of this Warrant, on the exercise hereof as
provided in Section 1, shall be entitled to receive the amount of stock and
other securities and property (including cash in the cases referred to in
clauses (b) and (c) of this Section 3) which such holder would hold on the date
of such exercise if on the date hereof he had been the holder of record of the
number of shares of Common Stock called for on the face of this Warrant and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and all such other or additional stock and
other securities and property (including cash in the cases referred to in
clauses (b) and (c) of this Section 3) receivable by him as aforesaid during
such period, giving effect to all adjustments called for during such period by
Sections 4 and 5.
4. Adjustment for Reorganization, Consolidation, Merger, etc.
4.1 Reorganization. In case at any time or from time to time, the
Company shall (a) effect a reorganization, (b) consolidate with or merge into
any other person, or (c) transfer all or substantially all of its properties or
assets to any other person or other similar event shall be effected, then, in
each such case, the holder of this Warrant, on the exercise hereof as provided
in Section 1 at any time after the consummation of such reorganization,
consolidation or merger or the effective date of such asset sale or other event
as the case may be, shall receive, in lieu of the Common Stock 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 asset sale or other
event, as the case may be, if such holder had so exercised this Warrant
immediately prior thereto, all subject to further adjustment thereafter as
provided in Sections 3 and 5.
4.2 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, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property (including cash, where
applicable) receivable by the holders of the Warrants after the effective date
of such dissolution pursuant to this Section 4 to a bank or trust company having
its principal office in New York, New York, as trustee for the holder or holders
of the Warrants.
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4.3 Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in
this Section 4, 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 as provided in Section 6.
5. Adjustment for Issue or Sale of Common Stock
at Less Than The Purchase Price in Effect; Other Adjustment.
5.1 General. If the Company shall, at any time or from time to time,
issue any additional shares of Common Stock (other than shares of Common Stock
excepted from the provisions of this Section 5 by Section 5.4) without
consideration or for a Net Consideration Per Share less than the Purchase Price
in effect immediately prior to such issuance, then, and in each such case:
(a) the Purchase Price shall be lowered to an amount
determined by multiplying such Purchase Price then in effect by a fraction:
(1) the numerator of which shall be (a) the number of
shares of Common Stock
outstanding (excluding treasury shares, but including for this purpose shares of
Common Stock issuable upon the exercise of any warrants) immediately prior to
the issuance of such additional shares of Common Stock, plus (b) the number of
shares of Common Stock which the net aggregate consideration, if any, received
by the Company for the total number of such additional shares of Common Stock so
issued would purchase at the Purchase Price in effect immediately prior to such
issuance, and
(2) the denominator of which shall be (a) the number
of shares of Common Stock
outstanding (excluding treasury shares, but including for this purpose shares of
Common Stock issuable upon the exercise of the any warrants) immediately prior
to the issuance of such additional shares of Common Stock, plus (b) the number
of such additional shares of Common Stock so issued; and
(b) the holder of this Warrant shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive the number of
shares of Common Stock determined by multiplying the number of shares of Common
Stock which would otherwise (but for the provisions of this Section 5.1) be
issuable on such exercise by the fraction of which (i) the numerator is the
Purchase Price which would otherwise (but for the provisions of this Section 5.
1) be in effect, and (ii) the denominator is the Purchase Price in effect on the
date of such exercise.
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5.2 Definitions, etc. For purposes of this Section 5 and Section
7:
The issuance of any warrants, options or other subscription or purchase
rights with respect to shares of Common Stock and the issuance of any securities
convertible into or exchangeable for shares of Common Stock (or the issuance of
any warrants, options or any rights with respect to such convertible or
exchangeable securities) shall be deemed an issuance at such time of such Common
Stock if the Net Consideration Per Share which may be received by the Company
for such Common Stock (as hereinafter determined) shall be less than the
Purchase Price at the time of such issuance and, except as hereinafter provided,
an adjustment in the Purchase Price and the number of shares of Common Stock
issuable upon exercise of this Warrant shall be made upon each such issuance in
the manner provided in Section 5.1. Any obligation, agreement or undertaking to
issue warrants, options, or other subscription or purchase rights at any time in
the future shall be deemed to be an issuance at the time such obligation,
agreement or undertaking is made or arises. No adjustment of the Purchase Price
and the number of shares of Common Stock issuable upon exercise of this Warrant
shall be made under Section 5.1 upon the issuance of any shares of Common Stock
which are issued pursuant to the exercise of any warrants, options or other
subscription or purchase rights or pursuant to the exercise of any conversion or
exchange rights in any convertible securities if any adjustment shall previously
have been made upon the issuance of any such warrants, options or other rights
or upon the issuance of any convertible securities (or upon the issuance of any
warrants, options or any rights therefor) as above provided. Any adjustment of
the Purchase Price and the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to this Section 5.2 which relates to
warrants, options or other subscription or purchase rights with respect to
shares of Common Stock shall be disregarded if, as, and to the extent that such
warrants, options or other subscription or purchase rights expire or are
canceled without being exercised, so that the Purchase Price effective
immediately upon such cancellation or expiration shall be equal to the Purchase
Price that otherwise would have been in effect at the time of the issuance of
the expired or canceled warrants, options or other subscriptions or purchase
rights, with such additional adjustments as would have been made to that
Purchase Price had the expired or cancelled warrants, options or other
subscriptions or purchase rights not been issued.
For purposes of this Section 5.2, the "Net Consideration Per Share"
which may be received by the Company shall be determined as follows:
(A) The "Net Consideration Per Share" shall mean the amount
equal to the total amount of consideration, if any, received by the Company for
the issuance of such warrants, options, subscriptions, or other purchase rights
or convertible or exchangeable securities, plus the minimum amount of
consideration, if any, payable to the Company upon exercise or conversion
thereof, divided by the aggregate number of shares of Common Stock that would be
issued if all such warrants, options, subscriptions, or other purchase rights or
convertible or exchangeable securities were exercised, exchanged or converted.
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(B) The "Net Consideration Per Share" which may be received by
the Company shall be determined in each instance as of the date of issuance of
warrants, options, subscriptions or other purchase rights, or convertible or
exchangeable securities without giving effect to any possible future price
adjustments or rate adjustments which may be applicable with respect to such
warrants, options, subscriptions or other purchase rights or convertible
securities.
For purposes of this Section 5, if a part or all of the consideration
received by the Company in connection with the issuance of shares of the Common
Stock or the issuance of any of the securities described in this Section 5
consists of property other than cash, such consideration shall be deemed to have
the same value as shall be determined in good faith by the Board of Directors of
the Company.
This Section 5.2 shall not apply under any of the circumstances
described in Section 5.4.
5.3. Extraordinary Events. 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, (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, then, in each such event, the
Purchase Price shall, simultaneously with the happening of such event, be
adjusted by multiplying the then Purchase Price by a fraction, the numerator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such event and the denominator of which shall be the number of shares
of Common Stock outstanding immediately after such event, and the product so
obtained shall thereafter be the Purchase Price then in effect. The Purchase
Price, as so adjusted, shall be readjusted in the same manner upon the happening
of any successive event or events described herein in this Section 5.3. The
holder of this Warrant shall thereafter, on the exercise hereof as provided in
Section 1, be entitled to receive that number of shares of Common Stock
determined by multiplying the number of shares of Common Stock which would
otherwise (but for the provisions of this Section 5.3) be issuable on such
exercise by a fraction of which (i) the numerator is the Purchase Price which
would otherwise (but for the provisions of this Section 5.3) be in effect, and
(ii) the denominator is the Purchase Price in effect on the date of such
exercise.
5.4. Excluded Shares. Section 5.1 shall not apply to the (i) issuance
of shares of Common Stock, or options therefor, to directors, officers,
employees, advisors and consultants of the Company pursuant to any stock option,
stock purchase, stock ownership or compensation plan approved by the
compensation committee of the Company's Board of Directors, (ii) issuance of
shares of Common Stock upon the exercise of the warrants to purchase shares of
Common Stock issued pursuant to the offering of Convertible Notes made by the
Company pursuant to the Confidential Private Placement Memorandum dated May 17,
1995 and (iii) the issuance of shares pursuant to the exercise of the warrants
issued by the Company dated October 31, 2000.
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5.5 Other Adjustment. In case any event shall occur as to which the
provisions of Sections 3, 4 or 5 are not strictly applicable, but the failure to
make any adjustment would not fairly protect the purchase rights represented by
this Warrant in accordance with the essential intent and principles of Sections
3, 4 and 5, then, in each such case, the Company shall determine the adjustment,
if any, on a basis consistent with the essential intent and principles
established in Sections 3, 4 and 5 hereof necessary to preserve without dilution
the purchase rights represented by the Warrant.
6. No Dilution or Impairment. The Company will not, by amendment of 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 the Warrants, 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 holders of the
Warrants against dilution or other impairment. Without limiting the generality
of the foregoing, the Company (a) will not increase the par value of any shares
of stock receivable on the exercise of the Warrants above the amount payable
therefor on such exercise, (b) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of stock on the exercise of all Warrants from time to
time outstanding, and (c) will not transfer all or substantially all of its
properties and assets to any other person (corporate or otherwise), or
consolidate with or merge into any other person or permit any such person to
consolidate with or merge into the Company (if the Company is not the surviving
person), unless such other person shall expressly assume in writing and will be
bound by all the terms of the Warrants.
7. Accountants' Certificate as to Adjustments. In each case of any adjustment or
readjustment in the shares of Common Stock issuable on the exercise of the
Warrants, the Company at its expense will promptly cause its Treasurer or Chief
Financial Officer or, if the holder of a Warrant so requests, independent
certified public accountants selected by the Company to compute such adjustment
or readjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock outstanding or deemed to be
outstanding, and (c) the Purchase Price and the number of shares of Common Stock
to be received upon exercise of this Warrant, in effect immediately prior to
such issue or sale and as adjusted and readjusted as provided in this Warrant.
The Company will forthwith mail a copy of each such certificate to each holder
of a Warrant, and will, on the written request at any time of any holder of a
Warrant, furnish to such holder a like certificate setting forth the Purchase
Price at the time in effect and showing how it was calculated.
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8. Notices of Record Date, etc. In the event of
(a) any taking by the Company of a record of the holders of
any class or securities for the purpose of determining the holders thereof who
are entitled to receive any dividend or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all the assets of the Company to or
consolidation or merger of the Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or
(d) any proposed issue or grant by the Company of any shares
of stock of any class or any other securities, or any right or option to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities (other than the issue of Common Stock on the exercise of
any warrants),
then and in each such event the Company will mail or cause to
be mailed to each registered holder of a Warrant a notice specifying (i) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed, as of which the holders of record of Common Stock shall be entitled
to exchange their shares of Common Stock for securities or other property
deliverable on such reorganization, reclassification, recapitalization,
transfer, consolidation, merger, dissolution, liquidation or winding-up, and
(iii) the amount and character of any stock or other securities, or rights or
options with respect thereto, proposed to be issued or granted, the date of such
proposed issue or grant and the persons or class of persons to whom such
proposed issue or grant is to be offered or made. Such notice shall be mailed at
least 20 days prior to the date specified in such notice on which any such
action is to be taken.
9. Reservation of Stock, etc., Issuable on Exercise of Warrants. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of the Warrants, all shares of Common Stock from time to time
issuable on the exercise of the Warrants represented by this certificate.
10. Exchange of Warrants. On surrender for exchange of any Warrant, properly
endorsed, to the Company, the Company at its expense will issue and deliver to
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or on the order of the holder thereof a new Warrant or warrants of like tenor,
in the name of such holder or as such holder (upon payment by such holder of any
applicable transfer taxes and, if requested by the Company, demonstration by
such holder of compliance with applicable securities laws) may direct, calling
in the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant or Warrants so surrendered.
11. Replacement of Warrants. On receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of any Warrant and, in
the case of any such loss, theft or destruction of any Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of such warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
12. Warrant Agent. The Company hereby appoints American Registrar and Transfer
Company, with offices in Salt Lake City, Utah, as its agent for the purpose of
issuing Common Stock on the exercise of the Warrants pursuant to Section 1,
exchanging Warrants pursuant to Section 10, and replacing Warrants pursuant to
Section 11, or any of the foregoing, and thereafter any such issuance, exchange
or replacement, as the case may be, shall be made at such office by such agent.
The Company may change such agent and designate a new agent in the United States
for the above-described purposes by written notice to each holder of a Warrant.
13. Remedies. The Company stipulates that the remedies at law of the holder of
this Warrant in the event of any default or threatened default by the Company in
the performance of or compliance with any of the terms of this Warrant are not
and will not be adequate, and that a holder of this Warrant may suffer
irreparable harm and that such terms may be specifically enforced by a decree by
a court of competent jurisdiction for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
14. Negotiability. This Warrant is issued upon the following terms, to all of
which each holder or owner hereof by the taking hereof consents and agrees:
(a) subject to compliance with all applicable securities laws, title to
this Warrant may be transferred by endorsement (by the holder hereof executing
the form of assignment at the end hereof) and delivery in the same manner as in
the case of a negotiable instrument transferable by endorsement and delivery;
(b) any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is empowered to
transfer absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces all
of his equities or rights in this Warrant in favor of each such bona fide
purchaser, and each such bona fide purchaser shall acquire absolute title hereto
and to all rights represented hereby; and
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(c) until this Warrant is transferred on the books of the Company, the
Company may treat the registered holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.
15. Registration Rights. Upon exercise of this Warrant, the shares of Common
Stock issued pursuant hereto shall be subject to, and the purchaser of such
shares shall be entitled to and bound by all of the rights and obligations set
forth in that certain Registration Rights Agreement dated on or about the date
hereof among the Company and certain purchasers of shares of Common Stock as set
forth in such agreement.
15. Notices. All notices or other communications required or permitted to be
given pursuant to this Warrant shall be in writing and shall be considered as
duly given on (a) the date of delivery, if delivered in person, by nationally
recognized overnight delivery service or by facsimile or (b) three days after
mailing if mailed from within and to the continental United States by registered
or certified mail, return receipt requested to the party entitled to receive the
same, if to the Company, Global Gold Corporation, 000 Xxxxx Xxxxx Xxxx,
Xxxxxxxxx, XX 00000, and if to the holder of a Warrant, at the address of such
holder shown on the books of the Company. Any party may change his or its
address by giving notice to the other party stating his or its new address.
Commencing on the 10th day after the giving of such notice, such newly
designated address shall be such party's address for the purpose of all notices
or other communications required or permitted to be given pursuant to this
Warrant.
16. Governing Law. This Warrant and the rights of the parties hereunder shall be
governed by and construed in accordance with the laws of the State of New York,
without regard to the conflict of laws principles of such State or of any other
jurisdiction that would result in the application of the laws of a jurisdiction
other than such State. All parties hereto (i) agree that any legal suit, action
or proceeding arising out of or relating to this Agreement shall be instituted
only in a federal or state court in the City of New York in the State of New
York in the United States of America and applicable appellate courts therefrom
(ii) waive any objection which they may now or hereafter have to the laying of
the venue of any such suit, action or proceeding, and (iii) irrevocably submit
to the jurisdiction of such federal or state court in the City of New York in
the State of New York in any such suit, action or proceeding, but such consent
shall not constitute a general appearance or be available to any other person
who is not a party to this Warrant. All parties hereto agree that the mailing of
any process in any suit, action or proceeding in accordance with the notice
provisions of this Warrant shall constitute personal service thereof.
17. Entire Agreement; Waiver of Breach. This Warrant constitutes the entire
agreement among the parties and supersedes any prior agreement or understanding
among them with respect to the subject matter hereof, and it may not be modified
or amended in any manner other than as provided herein; and no waiver of any
breach or condition of this Warrant shall be deemed to have occurred unless such
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waiver is in writing, signed by the party against whom enforcement is sought,
and no waiver shall be claimed to be a waiver of any subsequent breach or
condition of a like or different nature.
18. Severability. If any provision of this Warrant shall be held invalid or
unenforceable, such invalidity or unenforceability shall attach only to such
provision and shall not in any manner affect or render invalid or unenforceable
any other severable provision of this Warrant, and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.
19. Amendment. 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 such change, waiver, discharge or termination is
sought.
20. Expiration. The right to exercise this Warrant shall expire at 5:30 P.M.,
Eastern Standard Time, on December 1, 2006.
21. Restrictions on Transferability; Restrictive Legend. The holder acknowledges
that the shares of Common Stock issuable upon exercise of this Warrant are
subject to restrictions under applicable Federal and state securities laws. Each
certificate representing shares of Common Stock issued shall, upon the exercise
of this Warrant, bear the following legend in addition to such other restrictive
legends as may be required by law:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the "Act"), or any
state securities laws, and no sale or transfer thereof may be effected without
an effective registration statement or an opinion of counsel for the holder,
satisfactory to the company, that such registration is not required under the
act and any applicable state securities laws."
Dated: November 4, 2004
Global Gold Corporation
By: ________________________________
Xxxxx X. Xxxxxxxxx, Chairman
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[FORM OF]
ELECTION TO PURCHASE SHARES
To: Global Gold Corporation
The undersigned hereby irrevocably elects to exercise the Warrant to
purchase ____ shares of Common Stock, par value $.001 per share ("Common
Stock"), of Global Gold Corporation and hereby [makes payment of $________
therefor [or] [makes payment therefor by reduction pursuant to Section
1.1(b)(ii) of the Warrant of the number of shares of Common Stock otherwise
issuable to the Holder upon Warrant exercise by _____ shares] [or] [makes
payment therefor by delivery of the following Common Stock certificates of the
Company (properly endorsed for transfer in blank) for cancellation by the
Company pursuant to Section 1.1(b)(iii) of the Warrant, certificates of which
are attached hereto for cancellation [list certificates by number and amount]].
The undersigned hereby requests that certificates for such shares be issued and
delivered as follows: ISSUE TO:
(NAME)
(ADDRESS, INCLUDING ZIP CODE)
(SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER)
DELIVER
TO:
(NAME)
(ADDRESS, INCLUDING ZIP CODE)
If the number of shares of Common Stock purchased (and/or reduced)
hereby is less than the number of shares of Common Stock covered by the Warrant,
the undersigned requests that a new Warrant representing the number of shares of
Common Stock not so purchased (or reduced) be issued and delivered as follows:
ISSUE
TO:
(NAME OF HOLDER)
(ADDRESS, INCLUDING ZIP CODE)
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DELIVER
TO:
(NAME OF HOLDER)
(ADDRESS, INCLUDING ZIP CODE)
Dated: _________________________
[NAME OF HOLDER]
By
Name:
Title:
(Signature)
(Signature must conform to name of holder
as specified on the face of the Warrant)
(Print Name)
(Street Address)
(City, State and Zip Code)
(Person's Social Security Number
or Tax Identification Number)
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FORM OF ASSIGNMENT
(To be signed only on transfer of warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto _________________________________ the right represented by the
within Warrant to purchase shares of Common Stock of Global Gold Corporation to
which the within Warrant relates, and appoints ____________________________as
its attorney to transfer such right on the books of Global Gold Corporation with
full power of substitution in the premises.
Dated: ________________
(Signature)
(Signature must conform to name of holder
as specified on the face of the Warrant)
(Print Name)
(Street Address)
(City, State and Zip Code)
(Person's Social Security Number
or Tax Identification Number)
Signed in the presence of:
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