COMMON STOCK PURCHASE WARRANT
GALAXY VENTURES, INC.
(a Nevada corporation)
Dated:_________________, 199
THIS CERTIFIES THAT (hereinafter called the "Holder") will in the
future during the period hereinafter specified, upon fulfillment of the
conditions and subject to the terms hereinafter set forth, be entitled to
purchase from Galaxy Ventures, Inc., a Nevada corporation (hereinafter called
the "Company"), shares (the "Shares") of the Company's common stock, par value
$.001 per share ("Common Stock"), at an exercise price of $3.00 per Share (the
"Exercise Price"), on the basis of one share for each warrant (the "Warrants" or
"Unit Warrants") indicated on the face hereof.
1. Commencing with the issuance of this certificate and ending on June
30, 2000, unless extended by the Company ("Expiration Date"), the Holder shall
have the right to purchase the Shares hereunder at the Exercise Price. After the
Expiration Date, the Holder shall have no right to purchase any Shares hereunder
and this Warrant shall expire thereon effective at 4:00 p.m., New York time.
2. The rights represented by this Warrant may be exercised at any time
within the period above specified, in whole or in part, by (i) the surrender of
this Warrant (with the purchase form at the end hereof properly executed) at the
principal executive office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company); (ii) payment to the Company
of the Exercise Price then in effect for the number of Shares specified in the
above-mentioned purchase form together with applicable stock transfer taxes, if
any; and (iii) delivery to the Company, if the Company so requires, of a duly
executed agreement signed by the Holder to the effect that such person agrees to
be bound by all provisions hereof. This Warrant shall be deemed to have been
exercised, in whole or in part to the extent specified, immediately prior to the
close of business on the date this Warrant is surrendered and payment is made in
accordance with the foregoing provisions of this Paragraph 2, and the person or
persons in whose name or names the certificates for Shares shall be issuable
upon such exercise shall become the holder or holders of record of such Shares
at that time and date. The certificates for the Shares so purchased shall be
delivered to the Holder within a reasonable time after the rights represented by
this Warrant shall have been exercised.
3. This Warrant is NONTRANSFERABLE and may not be sold, transferred,
assigned, or otherwise disposed of at any time by the Holder without express
written permission of the Company.
4. The Company covenants and agrees that all Xxxxxx purchased
hereunder will, upon issuance, be duly and validly issued, fully paid and
non-assessable and no personal liability will attach to the Holder thereof. The
Company further covenants and agrees that during the period within which this
Warrant may be exercised, the Company will at all times have authorized and
reserved a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.
5. This Warrant shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, either at law or in 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.
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6. In the event that the Company shall at any time subdivide or
combine into a greater or lesser number the number of outstanding shares of
Common Stock, the number of Shares purchasable upon exercise of the Warrant
shall be proportionately increased and the Exercise Price proportionally
decreased in the case of subdivision or, in the case of combination, the number
of Shares purchasable upon the exercise of the Warrant shall be proportionately
decreased and the Exercise Price proportionately increased. Irrespective of any
adjustments in the Exercise Price or the number of Shares purchasable upon
exercise of the Warrant, the Warrant theretofore or thereafter issued may
continue to express the same price and number and kind of Shares as are stated
in the Warrant initially issued.
7. Notwithstanding any other provision, this Warrant shall not be
exercisable by the Holder at any time that the exercise thereof would violate
any applicable law.
8. The Warrants represented by this certificate are subject to
redemption by the Company at $.01 per Warrant, upon 30 days notice if the
closing bid price of the Company's common stock equals or exceeds $6.00 per
share for 20 consecutive trading days at any time prior to notice of redemption.
The terms of the redemption and other terms of these Warrants are set forth in a
Warrant Agreement between the Company and its Warrant Agent, which agreement
shall control the terms and conditions of this Warrant.
9. This Warrant Certificate does not constitute an offer to sell, nor
does it confer any right to purchase securities of the company until such time
as the conditions precedent to its exercisability have been fulfilled.
10. This Warrant shall be governed by and be in accordance with the
laws of the State of Nevada and may not be amended other than by written
instrument executed by the parties hereto except as provided in the Warrant
Agreement between the Company and the Warrant Agent.
IN WITNESS WHEREOF, Galaxy Ventures, Inc. has caused this Warrant to be
signed by its duly authorized officers.
GALAXY VENTURES, INC., a Nevada Corporation
By: _____________________________
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PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the Holder of the foregoing Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder, _______________ Shares of the Common Stock of
Galaxy Ventures, Inc., and herewith makes payment of $_______________ therefore,
and requests that the share certificates be issued in the name(s) of, and
delivered to ______________________________________________ whose address(es) is
(are) ________________________________________________________________________.
Dated: _______________________
______________________________
(Signature)
______________________________
Name (Print or Type)
______________________________
Address
______________________________
