EXHIBIT 10.15
NEITHER THIS WARRANT NOR THE WARRANT SHARES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES
LAWS. NEITHER THIS WARRANT NOR THE SHARES OF WARRANT STOCK ISSUABLE UPON
EXERCISE HEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE
PROVISIONS OF THE SECURITIES ACT.
GREEN MOUNTAIN CAPITAL, INC.
Common Stock Purchase Warrant
(Expiring on the fifth anniversary of the date of issuance hereof)
This is to certify that, for value received and subject to the conditions herein
set forth, ______________________________________ (the "Warrantholder") is
entitled to purchase, at a price per share of Eighteen Cents ($0.18) per share,
_____________________ (____________) shares of common stock, par value $0.0001
per share (the "Common Stock"), of Green Mountain Capital, Inc., a Nevada
corporation (the "Company"), subject to adjustment as provided below (such
shares purchasable upon exercise of this Warrant are herein called the "Warrant
Stock"). The amount per share specified above, as adjusted from time to time
pursuant to the provisions hereinafter set forth, is herein called the "Purchase
Price." This Warrant will be immediately exercisable and may be exercised
anytime after its issuance. In the event of a exercise of this Warrant, the
Warrantholder shall surrender this Warrant to the Company with payment of the
Purchase Price, together with a notice of exercise (the date of such surrender
being herein referred to as the "Date of Exercise"), in which event the Company
shall issue to the Warrantholder the number of shares of Warrant Stock.
1. By acceptance of this Warrant, the Warrantholder agrees, for itself and all
subsequent holders, that prior to making any disposition of this Warrant or any
shares of Warrant Stock, the Warrantholder shall give written notice to the
Company describing briefly the manner in which any such proposed disposition is
to be made; and no such disposition shall be made unless and until (i) the
Company has received an opinion of counsel satisfactory to it to the effect that
no registration under the Securities Act of 1933, as amended (the "Act"), is
required with respect to such disposition; or (ii) a registration statement with
respect to the Warrant or the Warrant Stock has been filed by the Company and
declared effective by the Securities and Exchange Commission (the "Commission").
2. (a) If outstanding shares of the Company's Common Stock shall be subdivided
into a greater number of shares thereof or a dividend in Common Stock shall be
paid in respect of Common Stock, the Purchase Price in effect immediately prior
to such subdivision or at the record date of such dividend shall simultaneously
with the effectiveness of such subdivision or immediately after the record date
of such dividend be proportionately reduced and conversely, if outstanding
shares of Common Stock shall be combined into a smaller number of shares
thereof, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Purchase Price, the number of shares of Common Stock purchasable upon the
exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable pursuant to the exercise of
this Warrant immediately prior to such adjustment multiplied by the Purchase
Price in effect immediately prior to such adjustment, by (ii) the Purchase Price
in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification of
the Company's Common Stock (other than a change in par value or a subdivision or
combination as provided for in subparagraph (a) above), or any consolidation or
merger of the Company with or into another corporation, or in the case of any
sale, transfer or other disposition to another person, corporation or other
entity of all or substantially all the property, assets, business and good will
of the Company as an entirety, then, as part of any such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition, as
the case may be, lawful provision shall be made so that the registered owner of
this Warrant shall have the right thereafter to receive upon the exercise hereof
the kind and amount of shares of stock or other securities or property which
said registered owner would have been entitled to receive if, immediately prior
to any such reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition, as the case may be, said registered owner had
held the number of shares of Common Stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment (as
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of the registered owner of this Warrant such that the
provisions set forth herein (including provisions with respect to adjustment of
the Purchase Price) shall thereafter be applicable, as nearly as is reasonably
practicable, in relation to any shares of stock or other securities or property
thereafter deliverable upon the exercise of this Warrant.
(c) In case the Company shall declare a dividend upon shares of Common
Stock payable otherwise than out of earnings or earned surplus and otherwise
than in shares of Common Stock or in stock or obligations directly or indirectly
convertible into or exchangeable for Common Stock, the Warrantholder shall, upon
exercise of this Warrant in whole or in part, be entitled to purchase, in
addition to the number of shares of Common Stock deliverable upon such exercise
against payment of the Purchase Price therefor, but without further
consideration, the cash, stock or other securities or property which the holder
of Warrant would have received as dividends (otherwise than out of such earnings
or earned surplus and otherwise than in shares of Common Stock or in such
convertible or exchangeable stock or obligations), if continuously since the
date set forth above such holder (i) had been the holder of record of the number
of shares of Common Stock deliverable upon such exercise and (ii) had retained
all dividends in stock or other securities (other than shares of Common Stock or
such convertible or exchangeable stock or obligations) paid or payable in
respect of said number of shares of Common Stock or in respect of any such stock
or other securities so paid or payable as such dividends. For purposes of this
subparagraph (c), a dividend payable otherwise than in cash shall be considered
to be payable out of earnings or earned surplus and shall be charged in an
amount equal to the fair value of such dividend as determined by the Board of
Directors of the Company.
(d) In case at any time:
(i) the Company shall pay any cash or stock dividend upon its Common
Stock or make any distribution to the holders of its Common Stock; or
(ii) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any class or any
other rights; or
(iii) the Company shall effect any capital reorganization or any
reclassification of or change in the outstanding capital stock of the Company
(other than a stock split, a change in par value, or a change resulting solely
from a subdivision or combination of outstanding shares of Common Stock), or any
consolidation or merger, or any sale, transfer or other disposition of all or
substantially all its property, assets, business and good will as an entirety,
or the liquidation, dissolution or winding up of the Company; or
(iv) the Company shall declare a dividend upon shares of its Common
Stock payable otherwise than out of earnings or earned surplus or otherwise than
in shares of Common Stock or any stock or obligations directly or indirectly
convertible into or exchangeable for Common Stock; or
(v) the Company shall issue or sell any shares of additional shares
of Common Stock at a price per share less than the Purchase Price then in effect
or without consideration as set forth in Section 3 hereof;
then, in any such case, the Company shall cause at least fifteen (15) days'
prior notice thereof to be furnished to the Warrantholder at the address of such
holder shown on the books of the Company. Such notice shall also specify the
date on which the books of the Company shall close, or a record be taken, for
such stock dividend, distribution or subscription rights, or the date on which
such reclassification, reorganization, consolidation, merger, sale, transfer,
disposition, liquidation, dissolution, winding up, or dividend, as the case may
be, shall take place, and the date of participation therein by the holders of
Common Stock if any such date is to be fixed, and shall also set forth such
facts with respect thereto as shall be reasonably necessary to indicate the
effect of such action on the rights of the Warrantholder.
(e) When any adjustment is required to be made in the Purchase Price, the
Company shall promptly mail to the Warrantholder a certificate setting forth the
Purchase Price after such adjustment and setting forth a brief statement of the
facts requiring such adjustment. Such certificate shall also set forth the kind
and amount of stock or other securities or property into which this Warrant
shall be exercisable following the occurrence of any of the events specified in
subparagraphs (b) or (c) above or any of the events specified in Section 3(a)
hereof.
(f) The Company shall not be required upon the exercise of this Warrant to
issue any fractional shares, but shall make any adjustment therefor on the basis
of the mean between the closing low bid and closing high asked prices on the
over-the-counter market as reported by the National Association of Securities
Dealers Automated Quotations System or the closing market price on a national
securities exchange on the trading day immediately prior to exercise, whichever
is applicable or, if neither is applicable, then on the basis of the market
value of any such fractional interest as shall be reasonably determined by the
Company.
(g) The Company will, within 120 days after the end of each of its fiscal
years, mail to the registered holder of this Warrant at the address of such
holder shown on the books of the Company a certificate (if the Company has
engaged independent public accountants, such certificate shall be prepared by
such independent public accountants) (i) specifying the Purchase Price in effect
as of the end of such fiscal year and the number of shares of Common Stock, or
the kind and amount of any securities or property other than Common Stock
purchasable by the holder of this Warrant and (ii) setting forth in reasonable
detail the facts requiring any adjustments made during such fiscal year.
3. The Purchase Price shall be subject to adjustment from time to time as
follows:
(a) Adjustments for Issuance of Additional Shares of Common Stock. In the
event the Company, shall, at any time, from time to time, issue or sell any
shares of additional shares of Common Stock (otherwise than as provided in
Section 2 or pursuant to Common Stock Equivalents (hereafter defined) granted or
issued prior to the Issuance Date) ("Additional Shares of Common Stock"), at a
price per share less than the Purchase Price then in effect or without
consideration, then the Purchase Price upon each such issuance shall be reduced
to a price equal to the consideration per share paid for such Additional Shares
of Common Stock.
(b) Issuance of Common Stock Equivalents. If the Company, at any time
after the issue date of this Warrant, shall issue any securities convertible
into or exchangeable for, directly or indirectly, Common Stock ("Convertible
Securities"), or any rights or warrants or options to purchase any such Common
Stock or Convertible Securities, shall be issued or sold (collectively, the
"Common Stock Equivalents") and the aggregate of the price per share for which
Additional Shares of Common Stock may be issuable thereafter pursuant to such
Common Stock Equivalent, plus the consideration received by the Company for
issuance of such Common Stock Equivalent divided by the number of shares of
Common Stock issuable pursuant to such Common Stock Equivalent (the "Aggregate
Per Common Share Price") shall be less than the applicable Purchase Price then
in effect, or if, after any such issuance of Common Stock Equivalents, the price
per share for which Additional Shares of Common Stock may be issuable thereafter
is amended or adjusted, and such price as so amended shall make the Aggregate
Per Common Share Price be less than the applicable Purchase Price in effect at
the time of such amendment or adjustment, then the applicable Purchase Price
upon each such issuance or amendment shall be adjusted as provided in the first
sentence of subsection (a) of this Section 3 on the basis that (1) the maximum
number of Additional Shares of Common Stock issuable pursuant to all such Common
Stock Equivalents shall be deemed to have been issued (whether or not such
Common Stock Equivalents are actually then exercisable, convertible or
exchangeable in whole or in part) as of the earlier of (A) the date on which the
Company shall enter into a firm contract for the issuance of such Common Stock
Equivalent, or (B) the date of actual issuance of such Common Stock Equivalent.
No adjustment of the applicable Purchase Price shall be made under this
subsection (b) upon the issuance of any Convertible Security which is issued
pursuant to the exercise of any warrants or other subscription or purchase
rights therefor, if any adjustment shall previously have been made to the
exercise price of such warrants then in effect upon the issuance of such
warrants or other rights pursuant to this subsection (b). No adjustment shall be
made to the Purchase Price upon the issuance of Common Stock pursuant to the
exercise, conversion or exchange of any Convertible Security or Common Stock
Equivalent where an adjustment to the Purchase Price was made as a result of the
issuance or purchase of any Convertible Security or Common Stock Equivalent.
(c) Consideration for Stock. In case any shares of Common Stock or any
Common Stock Equivalents shall be issued or sold:
(i) in connection with any merger or consolidation in which the
Company is the surviving corporation (other than any consolidation or merger in
which the previously outstanding shares of Common Stock of the Company shall be
changed to or exchanged for the stock or other securities of another
corporation), the amount of consideration therefore shall be, deemed to be the
fair value, as determined reasonably and in good faith by the Board of Directors
of the Company, of such portion of the assets and business of the nonsurviving
corporation as such Board may determine to be attributable to such shares of
Common Stock, Convertible Securities, rights or warrants or options, as the case
may be; or
(ii) in the event of any consolidation or merger of the Company in
which the Company is not the surviving corporation or in which the previously
outstanding shares of Common Stock of the Company shall be changed into or
exchanged for the stock or other securities of another corporation, or in the
event of any sale of all or substantially all of the assets of the Company for
stock or other securities of any corporation, the Company shall be deemed to
have issued a number of shares of its Common Stock for stock or securities or
other property of the other corporation computed on the basis of the actual
exchange ratio on which the transaction was predicated, and for a consideration
equal to the fair market value on the date of such transaction of all such stock
or securities or other property of the other corporation. If any such
calculation results in adjustment of the applicable Purchase Price, or the
number of shares of Common Stock issuable upon conversion of this Warrant, the
determination of the applicable Purchase Price or the number of shares of Common
Stock issuable upon conversion of this Warrant immediately prior to such merger,
consolidation or sale, shall be made after giving effect to such adjustment of
the number of shares of Common Stock issuable upon conversion of this Warrant.
In the event Common Stock is issued with other shares or securities or other
assets of the Company for consideration which covers both, the consideration
computed as provided in this Section 3(c) shall be allocated among such
securities and assets as determined in good faith by the Board of Directors of
the Company.
(d) Superseding Adjustment. If, at any time after any adjustment of the
Purchase Price then in effect shall have been made pursuant to Section 3(a) as
the result of any issuance of Common Stock Equivalents, and (x) such Common
Stock Equivalents, or the right of conversion or exchange in such Common Stock
Equivalents, shall expire, and all or a portion of such or the right of
conversion or exchange with respect to all or a portion of such Common Stock
Equivalents, as the case may be, shall not have been exercised, or (y) the
consideration per share for which shares of Common Stock are issuable pursuant
to such Common Stock Equivalents shall be increased, then such previous
adjustment shall be rescinded and annulled and the Additional Shares of Common
Stock which were deemed to have been issued by virtue of the computation made in
connection with the adjustment so rescinded and annulled shall no longer be
deemed to have been issued by virtue of such computation. Upon the occurrence of
an event set forth in this Section 3(d) above, there shall be a recomputation
made of the effect of such Common Stock Equivalents on the basis of: (i)
treating the number of Additional Shares of Common Stock theretofore actually
issued or issuable pursuant to the previous exercise of Common Stock Equivalents
or any such right of conversion or exchange, as having been issued on the date
or dates of any such exercise and for the consideration actually received and
receivable therefor, and (ii) treating any such Common Stock Equivalents which
then remain outstanding as having been granted or issued immediately after the
time of such increase of the consideration per share for which Additional Shares
of Common Stock are issuable under such Common Stock Equivalents; whereupon a
new adjustment of the Purchase Price then in effect shall be made, which new
adjustment shall supersede the previous adjustment so rescinded and annulled.
(e) Record Date. In case the Company shall take record of the holders of
its Common Stock for the purpose of entitling them to subscribe for or purchase
Common Stock or Convertible Securities, then the date of the issue or sale of
the shares of Common Stock shall be deemed to be such record date.
(f) Certain Issues Excepted. For purposes of this Warrant, a "Subsequent
Financing" shall be defined as any subsequent offer or sale to, or exchange with
(or other type of distribution to), any third party of Common Stock or any
securities convertible, exercisable or exchangeable into Common Stock, including
debt securities so convertible, in a private transaction (collectively, the
"Financing Securities") other than a Permitted Financing. Anything herein to the
contrary notwithstanding, the Company shall not be required to make any
adjustment to the Purchase Price in the case of any Permitted Financing. For
purposes of this Warrant, "Permitted Financing" shall mean any transaction
involving (1) the Company's issuance of any Financing Securities (other than for
cash) in connection with a merger, acquisition or consolidation of the Company,
(2) the Company's issuance of Financing Securities in connection with strategic
license agreements and other partnering arrangements so long as such issuances
are not for the purpose of raising capital, (3) the Company's issuance of
Financing Securities in connection with bona fide firm underwritten public
offerings of its securities, (4) the Company's issuance of Common Stock or the
issuance or grants of options to purchase Common Stock pursuant to the Company's
stock option plans and employee stock purchase plans as they now exist, (5) as a
result of the exercise of options or warrants or conversion of convertible notes
or preferred stock which are granted or issued as of December 15, 2006.
4. The Company agrees that (i) a number of shares of Common Stock and other
securities and property sufficient to provide for the exercise of this Warrant
upon the basis hereinbefore set forth shall at all times during the term of
Warrant be reserved for the exercise hereof, and (ii) during the term of this
Warrant, it will keep current in filing any forms and other materials required
to be filed with the Commission pursuant to the Act and the Securities Exchange
Act of 1934, as amended.
5. (a) Exercise of the purchase rights represented by this Warrant may be made
at any time or times on or after the closing of the offering, and before the
close of business on the Termination Date by the surrender of this Warrant and
the Notice of Exercise Form or Notice of Cashless Exercise Form annexed hereto
duly executed, at the office of the Company (or such other office or agency of
the Company as it may designate by notice in writing to the registered
Warrantholder hereof at the address of such Warrantholder appearing on the books
of the Company) and upon payment of the Exercise Price of the Warrant Stock as
provided herein the Warrantholder shall be entitled to receive a certificate for
the number of Warrant Stock so purchased. Certificates for the shares of Warrant
Stock purchased hereunder shall be delivered to the Warrantholder hereof within
twenty (20) trading days after the date on which this Warrant shall have been
exercised as aforesaid. This Warrant shall be deemed to have been exercised and
such certificate or certificates shall be deemed to have been issued, and the
Warrantholder or any other person so designated to be named therein shall be
deemed to have become a Warrantholder of record of such shares of Warrant Stock
for all purposes, as of the date the Warrant has been exercised by payment to
the Company of the Exercise Price and all taxes required to be paid by the
Warrantholder, if any, pursuant to Section 6 prior to the issuance of such
shares of Warrant Stock, have been paid.
(b) Payment may be made either (i) in cash or by certified or official
bank check payable to the order of the Company equal to the applicable aggregate
Exercise Price, (ii) by delivery of the Warrant, or shares of Common Stock
and/or shares of Warrant Stock receivable upon exercise of the Warrant in
accordance with Section 5(c) below, or (iii) by a combination of any of the
foregoing methods, for the number of shares of Warrant Stock specified in such
Exercise Notice (as such exercise number shall be adjusted to reflect any
adjustment in the total number of shares Warrant Stock issuable to the
Warrantholder per the terms of this Warrant) and the Warrantholder shall
thereupon be entitled to receive the number of duly authorized, validly issued,
fully-paid and non-assessable shares of Common Stock determined as provided
herein.
(c) Notwithstanding any provisions herein to the contrary, if the Fair
Market Value of one share of Common Stock is greater than the Exercise Price (at
the date of calculation as set forth below), in lieu of exercising this Warrant
for cash, the Warrantholder may elect to receive shares equal to the value (as
determined below) of this Warrant (or the portion thereof being exercised) by
surrender of this Warrant at the principal office of the Company together with
the properly endorsed Notice of Cashless Exercise Form in which event the
Company shall issue to the Warrantholder a number of shares of Warrant Stock
computed using the following formula:
X=Y (A-B)
-----
(A)
Where:
X = the number of shares of Warrant Stock to be issued to the
Warrantholder on such exercise
Y = the number of shares of Warrant Stock purchasable under the Warrant
or, if only a portion of the Warrant is being exercised, the portion
of the Warrant being exercised (at the date of such calculation)
A = the Fair Market Value of one share of the Company's Common Stock (at
the date of such calculation)
B = Exercise Price (as adjusted to the date of such calculation)
(d) "Fair Market Value" shall mean the average 4:00 PM Eastern Standard
Time closing bid price of the Company's Common Stock as quoted on the Nasdaq
OTC:BB, Pink Sheets or other national market or exchange as reflected on the
Bloomberg quotation system ("Closing Bid") on the three (3) trading days
immediately following the date of receipt of the Notice of Cashless Exercise
Form.
(e) Notwithstanding anything herein to the contrary, each certificate for
Warrant Stock issued hereunder shall bear a legend reading substantially as
follows (unless the Company receives an opinion of counsel satisfactory to it
that such a legend is not required in order to assure compliance with the Act).
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE. THESE SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR
HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT COVERING SUCH SHARES OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL FOR THE HOLDER OF THESE SHARES REASONABLY
SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER,
ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT AND FROM REGISTRATION
OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES LAWS.
6. All shares of Common Stock or other securities delivered upon the exercise of
this Warrant shall be validly issued, fully paid and nonassessable and the
Company will pay all taxes, if any, in respect of the issuance thereof upon
exercise of this Warrant.
7. (a) Subject to the provisions of Paragraph 1 hereof, this Warrant and all
rights hereunder are transferable on the books of the Company, upon surrender of
this Warrant, with the form of assignment attached hereto duly executed by the
registered holder hereof or by his attorney duly authorized in writing, to the
Company at its principal office hereinabove referred to, and thereupon there
shall be issued in the name of the transferee or transferees, in exchange for
this Warrant, a new warrant or warrants or like tenor and date, representing in
the aggregate the right to subscribe for and purchase the number of shares which
may be subscribed for and purchased hereunder.
(b) If this Warrant shall be lost, stolen, mutilated or destroyed, the
Company, on such terms as to indemnify or otherwise as it may in its discretion
reasonably impose, shall issue a new warrant of like denomination, tenor and
date as this Warrant so lost, stolen, mutilated or destroyed. Any such new
warrant shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed warrant shall
be at any time enforceable by anyone.
(c) The Company may deem and treat the registered holder of this Warrant
as the absolute owner of this Warrant for all purposes and shall not be affected
by any notice to the contrary.
(d) This Warrant, including all the rights and obligations granted to the
Warrantholder hereunder, shall be specifically enforceable against the Company
by the Warrantholder, in addition to and not by way of substitution for, any
other remedies available to the Warrantholder, at law or in equity.
(e) This Warrant, in all events, shall be wholly void and of no effect
after the fifth anniversary of the date of issuance of this Warrant.
8. The Warrantholder shall not, by virtue of ownership of this Warrant, be
entitled to any rights whatsoever of a shareholder of the Company, but shall,
upon written request to the Company, be entitled to receive quarterly or annual
reports, or any other reports to shareholders of the Company.
[THE NEXT PAGE IS THE SIGNATURE PAGE]
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of
__________, 2007, by its duly authorized officer.
GREEN MOUNTAIN CAPITAL, INC.
By:______________________________
Chief Executive Officer
NOTICE OF EXERCISE
To: Green Mountain Capital, Inc.
(i) The undersigned hereby elects to purchase ________ shares of Common
Stock (the "Warrant Stock"), of Green Mountain Capital, Inc. pursuant to the
terms of the attached Warrant, and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.
(ii) Please issue a certificate or certificates representing said
shares of Warrant Stock in the name of the undersigned or in such other name as
is specified below:
--------------------------------------------------------------
(Name)
--------------------------------------------------------------
(Address)
--------------------------------------------------------------
--------------------------------------------------------------
Social Security or Tax Identification Number
Dated: _________________________
----------------------------------------
Signature
----------------------------------------
Print Name
NOTICE OF CASHLESS EXERCISE
To: Green Mountain Capital, Inc.
(1) The undersigned hereby elects to purchase the number of shares
of Common Stock (the "Warrant Stock"), of Green Mountain Capital, Inc. as are
purchasable pursuant to the terms the formula set forth in Section 5 of the
attached Warrant, and makes payment therefore in full by surrender and delivery
of this Warrant.
(iii) (2) Please issue a certificate or certificates representing
said shares of Warrant Stock in the name of the undersigned or in such other
name as is specified below:
--------------------------------------------------------------
(Name)
--------------------------------------------------------------
(Address)
--------------------------------------------------------------
--------------------------------------------------------------
Social Security or Tax Identification Number
Dated: _________________________
----------------------------------------
Signature
----------------------------------------
Print Name
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to ______________________________________________ whose
address is
________________________________________________________________________________
________________________________________________________________________________
Dated: ________________________
Holder's Signature: ________________________________________________
Holder's Address: ________________________________________________
________________________________________________
Signature Guaranteed:
NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.
