EXHIBIT 4.12
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT THERETO UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAW, OR UNLESS
THE COMPANY RECEIVES AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED.
WARRANT TO PURCHASE COMMON STOCK OF
POWER2SHIP, INC.
This is to certify that ______________________ (the "Holder") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
__________________________ (________) shares of Common Stock, par value $.001
per share (the "Common Shares"), of Power2Ship, Inc. a Nevada corporation (the
"Company"), from the Company at the price per share and on the terms set forth
herein and to receive a certificate for the Common Shares so purchased on
presentation and surrender to the Company with the subscription form attached,
duly executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check or other check
acceptable to the Company, payable to the order of the Company.
The purchase rights represented by this Warrant are exercisable
commencing with the date hereof through and including ____________, 200__ at a
price per Common Share of $0.05.
Notwithstanding any provisions herein to the contrary, the Holder may,
by electing on the attached Subscription Form, exercise the Warrant for a number
of Common Shares determined in accordance with the following formula:
X = Y(A-B)
------
A
Where:
X = The number of Common Shares to be issued to the Holder
Y = The number of Common Shares for which this Warrant is being exercised
A = The fair market value of one share Common Share
B = Exercise Price per Common Share (as adjusted to the date of such exercise)
For purposes of the foregoing calculation, the "fair market value" per share
shall be the closing price of the Common Shares on the exchange or electronic
quotation service on which the
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Common Shares are then listed or quoted, or if such a price is not available,
the average of the high and low bid and asked prices for the Common Shares on
such date.
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole or in part, from time to time,
within the period specified; provided, however, that such purchase rights shall
not be exercisable with respect to a fraction of a Common Share. In case of the
purchase of less than all the Common Shares purchasable under this Warrant, the
Company shall cancel this Warrant on surrender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares
purchasable hereunder.
This Warrant shall not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the Common Shares purchasable hereunder until or unless,
and except to the extent that, this Warrant shall be exercised.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:
(a) The aggregate number, price and kind of Common Shares
subject to this Warrant shall be adjusted appropriately;
(b) Rights under this Warrant, both as to the number of
subject Common Shares and the Warrant exercise price, shall be adjusted
appropriately; and
(c) In the event of dissolution or liquidation of the Company
or any merger or combination in which the Company is not a surviving
corporation, this Warrant shall terminate, but the registered owner of this
Warrant shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise this Warrant in whole or in part
to the extent that it shall not have been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.
The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Warrant or any portion thereof
prior to fulfillment of all the following conditions:
(a) The completion of any required registration or other
qualification of such shares under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;
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(c) The obtaining from the registered owner of the Warrant, as
required in the sole judgment of the Company, a representation in writing that
the owner is acquiring such Common Shares for the owner's own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof, if the Warrants and the related shares have
not been registered under the Securities Act; and
(d) The placing on the certificate, as required in the sole
judgment of the Company, of an appropriate legend and the issuance of stop
transfer instructions in connection therewith if this Warrant and the related
shares have not been registered under the Act to the following effect:
"THE SECURITUIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR THE LAWS OF
ANY STATE AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
REGISTRATION PERTAINING TO SUCH SECURITIES AND PURSUANT TO A
REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES
HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE ACT AND
ANY APPLICABLE SECURITIES LAW, OR UNLESS THE COMPANY RECEIVES AN
OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION
IS NOT REQUIRED."
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the signature of its duly authorized officer.
POWER2SHIP, INC.
By: ______________________________________
Xxxxxxx Xxxxx, Chief Executive Officer
Dated: _____________, 2006
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SUBSCRIPTION FORM
(To be executed by the registered holders to exercise the
rights to purchase Common Shares evidenced by the within Warrant.)
Power2Ship, Inc.
000 Xxxxx Xxxxx Xxxx
Xxxx Xxxxx, Xxxxxxx 00000
The undersigned, being the registered holder of the Warrant issued by
Power2Ship, Inc. for the purchase of _______________ Common Shares issued
____________, 2006 accompanying this letter, hereby irrevocably exercises such
Warrant for __________ Common Shares and herewith makes payment therefore by
(check one): ____ check accompanying this Subscription Form or _____ cashless
exercise in accordance with the Warrant, and requests that a certificate for
such Common Shares be issued in the name of the undersigned and be delivered to
the undersigned at the address stated below.
If such number of Common Shares shall not be all of the Common Shares
issuable upon exercise of the attached Warrant, then a new Warrant shall be
issued in the name of the undersigned for the balance remaining of such Common
Shares less any fraction of a Common Share paid in cash.
Dated: _______________
____________________________________
Print Name of Investor
____________________________________
Print Name of Joint Investor
(if applicable)
____________________________________
Signature of Investor
____________________________________
Signature of Joint Investor
(if applicable)
Address:____________________________
____________________________________
____________________________________
