Contract
Exhibit
10.3
NEITHER
THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
WARRANT
| Warrant No. [ ] | Original Issue Date: September 10, 2008 |
SinoHub,
Inc., a Delaware corporation (the "Company"), hereby certifies
that, for value received, [ ] or its
registered assigns (the "Holder"), is entitled to
purchase from the Company up to a total of
[ ]1 shares of Common Stock (each such share, a
"Warrant Share" and all
such shares, the "Warrant
Shares"), at any time and from time to time from and after the Original
Issue Date and through and including September 10, 20[11/13] (the "Expiration Date"), and
subject to the following terms and conditions:
1. Definitions. As
used in this Warrant, the following terms shall have the respective definitions
set forth in this Section 1. Capitalized terms that are used and not
defined in this Warrant that are defined in the Purchase Agreement (as defined
below) shall have the respective definitions set forth in the Purchase
Agreement.
"Business Day" means any day
except Saturday, Sunday and any day which is a federal legal holiday or a day on
which banking institutions in the State of New York are authorized or required
by law or other governmental action to close.
"Common Stock" means the
common stock of the Company, par value $0.001 per share, and any securities into
which such common stock may hereafter be reclassified.
"Exercise Price" means
$[2.15/3.00], subject to adjustment in accordance with Section 9.
__________________________
1 A number
of shares as equals 25% of the Shares issuable to such investor at such Closing
under the Purchase Agreement.
"Fundamental
Transaction" means any of the following: (1) the Company effects any
merger or consolidation of the Company with or into another Person, (2) the
Company effects any sale of all or substantially all of its assets in one or a
series of related transactions, (3) any tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of
Common Stock are permitted to tender or exchange their shares for other
securities, cash or property, and at least a majority of the total number of
outstanding shares of Common Stock are tendered or exchanged, or (4) the Company
effects any reclassification of the Common Stock or any compulsory share
exchange pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property.
“Original
Issue Date” means the Original Issue Date first set forth on the first
page of this Warrant.
"Purchase
Agreement" means the Securities Purchase Agreement, dated September 10,
2008, to which the Company and the original Holder are
parties.
“VWAP”
means on any particular Trading Day or for any particular period, the volume
weighted average trading price per share of Common Stock on such date or for
such period as reported by Bloomberg L.P., or by any successor performing
similar functions.
2.
Registration
of Warrant. The Company shall register this Warrant upon
records to be maintained by the Company for that purpose (the "Warrant
Register"), in the name of the record Holder hereof from time to
time. The Company may deem and treat the registered Holder of this
Warrant as the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.
3.
Registration
of Transfers. The Company shall register the transfer of any
portion of this Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto duly completed and signed, to the
Company at its address specified herein. Upon any such registration
or transfer, a new Warrant to purchase Common Stock, in substantially the form
of this Warrant (any such new Warrant, a "New
Warrant"), evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining portion of
this Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New Warrant by the transferee thereof shall be
deemed the acceptance by such transferee of all of the rights and obligations of
a holder of a Warrant.
4.
Exercise
and Duration of Warrants.
(a) Subject
to the provisions of Section 4(b) below, this Warrant shall be exercisable by
the registered Holder at any time and from time to time on or after the Original
Issue Date through and including the Expiration Date. At 5:30 p.m.,
New York City time on the Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value.
2
(b)
Subject to the provisions of this Section 4(b), if at any time: (i) the VWAP of
the Common Stock for each of 15 consecutive Trading Days is greater than
$[4.00/5.50] (subject to adjustment pursuant to Section 9), and (ii) the Warrant
Shares are either registered for resale pursuant to an effective registration
statement naming the Holder as a selling stockholder thereunder (and the
prospectus thereunder is available for use by the Holder as to all Warrant
Shares) or freely transferable without volume restrictions pursuant to Rule 144
promulgated under the Securities Act, as determined by counsel to the Company,
then, subject to the conditions set forth in this Section, the Company may, in
its sole discretion, elect to require the exercise of all of the then
unexercised portion of this Warrant, on the date that is the tenth Trading Day
after written notice thereof (a “Call
Notice”) is sent to the Holder (such tenth Trading Day shall be known as
the “Call
Date”) at the address last shown on the records of the Company for the
Holder or given by the Holder to the Company for the purpose of
notice. The Company covenants and agrees that it will honor all
Exercise Notices tendered through 5:30 p.m. (New York City time) on the Call
Date. The portion of this Warrant not exercised prior thereto shall
be and become void and of no value.
5. Delivery
of Warrant Shares.
(a) To
effect exercises hereunder, subject to the request of the transfer agent of the
Company, the Holder shall not be required to physically surrender this Warrant
unless the aggregate Warrant Shares represented by this Warrant is being
exercised. Upon delivery of the Exercise Notice (in the form attached
hereto) to the Company (with the attached Warrant Shares Exercise Log) at its
address for notice set forth herein and upon payment of the Exercise Price
multiplied by the number of Warrant Shares that the Holder intends to purchase
hereunder (if the Warrant is being exercised in accordance with Section 10(a)),
the Company shall promptly (but in no event later than three Trading Days after
the Date of Exercise (as defined herein) (such date being referred to as the
“Delivery
Date”) issue and deliver to the Holder, a certificate for the Warrant
Shares issuable upon such exercise. A "Date
of Exercise" means the date on which the Holder shall have delivered to
the Company: (i) the Exercise Notice (with the Warrant Exercise Log attached to
it), appropriately completed and duly signed, and (ii) if such Holder is not
utilizing the cashless exercise provisions set forth in this Warrant, payment of
the Exercise Price for the number of Warrant Shares so indicated by the Holder
to be purchased. This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the Date of Exercise, and the
person entitled to receive the shares of Common Stock issuable upon such
exercise shall be treated for all purposes as the holder of record of such
shares as of the close of business on such date.
(b)
In
addition to any other rights available to the Holder, if the Company fails to
cause its transfer agent to transmit to the Holder a certificate or certificates
representing the shares issuable upon exercise of this Warrant pursuant to an
exercise on or before the Delivery Date, and if after such date the Holder is
required by its broker to purchase (in an open market transaction or otherwise)
shares of Common Stock to deliver in satisfaction of a sale by the Holder of the
shares issuable upon exercise of this Warrant which the Holder anticipated
receiving upon such exercise (a “Buy-In”),
then the Company shall (1) pay in cash to the Holder the amount by which (x) the
Holder’s total purchase price (including brokerage commissions, if any) for the
shares of Common Stock so purchased exceeds (y) the amount obtained by
multiplying (A) the number of shares issuable upon exercise of this Warrant that
the Company was required to deliver to the Holder in connection with the
exercise at issue times (B) the price at which the sell order giving rise to
such purchase obligation was executed, and (2) at the option of the Holder,
either reinstate the portion of the Warrant and equivalent number of shares
issuable upon exercise of this Warrant for which such exercise was not honored
or deliver to the Holder the number of shares of Common Stock that would have
been issued had the Company timely complied with its exercise and delivery
obligations hereunder. For example, if the Holder purchases Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an attempted exercise of shares of Common Stock with an aggregate sale price
giving rise to such purchase obligation of $10,000, under clause (1) of the
immediately preceding sentence the Company shall be required to pay the Holder
$1,000. The Holder shall provide the Company written notice
indicating the amounts payable to the Holder in respect of the Buy-In, together
with applicable confirmations and other evidence reasonably requested by the
Company. Nothing herein shall limit a Holder’s right to pursue any
other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
shares of Common Stock upon exercise of this Warrant as required pursuant to the
terms hereof.
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(c) The
Company's obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action or
inaction by the Holder to enforce the same, any waiver or consent with respect
to any provision hereof, the recovery of any judgment against any Person or any
action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other
Person of any obligation to the Company or any violation or alleged violation of
law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of the Company to the
Holder in connection with the issuance of Warrant Shares. Nothing
herein shall limit a Xxxxxx's right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of
specific performance and/or injunctive relief with respect to the Company's
failure to timely deliver certificates representing Warrant Shares upon exercise
of the Warrant as required pursuant to the terms hereof.
6. Charges, Taxes and
Expenses. Issuance and delivery of Warrant Shares upon
exercise of this Warrant shall be made without charge to the Holder for any
issue or transfer tax, withholding tax, transfer agent fee or other incidental
tax or expense in respect of the issuance of such certificates, all of which
taxes and expenses shall be paid by the Company; 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 certificates for Warrant Shares
or Warrants in a name other than that of the Holder. The Holder shall
be responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving Warrant Shares upon exercise
hereof.
7. Replacement of
Warrant. If this Warrant is mutilated, lost, stolen or
destroyed, the Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and substitution
for this Warrant, a New Warrant, but only upon receipt of evidence reasonably
satisfactory to the Company of such loss, theft or destruction and customary and
reasonable indemnity, if requested. Applicants for a New Warrant
under such circumstances shall also comply with such other reasonable
regulations and procedures and pay such other reasonable third-party costs as
the Company may prescribe. If a New Warrant is requested as a result
of a mutilation of this Warrant, then the Holder shall deliver such mutilated
Warrant to the Company as a condition precedent to the Company’s obligation to
issue the New Warrant.
4
8. Reservation of Warrant
Shares. The Company covenants that it will at all times
reserve and keep available out of the aggregate of its authorized but unissued
and otherwise unreserved Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other
contingent purchase rights of Persons other than the Holder. The Company
covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with the
terms hereof, be duly and validly authorized, issued and fully paid and
nonassessable.
9. Certain
Adjustments. The Exercise Price and number of Warrant Shares
issuable upon exercise of this Warrant are subject to adjustment from time to
time as set forth in this Section 9.
(a) Stock Dividends and
Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a
distribution on any class of capital stock that is payable in shares of Common
Stock, (ii) subdivides outstanding shares of Common Stock into a larger number
of shares, or (iii) combines outstanding shares of Common Stock into a smaller
number of shares, then in each such case the Exercise Price shall be multiplied
by a fraction of which the numerator shall be the number of shares of Common
Stock outstanding immediately before such event and of which the denominator
shall be the number of shares of Common Stock outstanding immediately after such
event.
(b) Fundamental
Transactions. If, at any time while this Warrant is
outstanding there is a Fundamental Transaction, then the Holder shall have the
right thereafter to receive, upon exercise of this Warrant, the same amount and
kind of securities, cash or property as it would have been entitled to receive
upon the occurrence of such Fundamental Transaction if it had been, immediately
prior to such Fundamental Transaction, the holder of the number of Warrant
Shares then issuable upon exercise in full of this Warrant (the "Alternate
Consideration"). For purposes of any such exercise, the
determination of the Exercise Price shall be appropriately adjusted to apply to
such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one share of Common Stock in such Fundamental
Transaction, and the Company shall apportion the Exercise Price among the
Alternate Consideration in a reasonable manner reflecting the relative value of
any different components of the Alternate Consideration. The terms of
any agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply with
the provisions of this paragraph (b).
5
(c) Subsequent Equity
Sales. If prior to the first anniversary of the Original Issue
Date of this Warrant, the Company shall issue shares of Common Stock or Common
Stock Equivalents entitling any Person to acquire shares of Common Stock, at a
price per share less than the Exercise Price (if the holder of the Common Stock
or Common Stock Equivalent so issued shall at any time, whether by operation of
purchase price adjustments, reset provisions, floating conversion, exercise or
exchange prices or otherwise, or due to warrants, options or rights issued in
connection with such issuance, be entitled to receive shares of Common Stock at
a price less than the Exercise Price, such issuance shall be deemed to have
occurred for less than the Exercise Price), then, the Exercise Price shall be
adjusted in accordance with the formula:
P
------
E’
= E
x O + E
-----------------
A
where:
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E’
|
=
|
the
adjusted Exercise Price.
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E
|
=
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the
then current Exercise Price.
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O
|
=
|
the
number of shares of Common Stock outstanding immediately prior to the
issuance of such additional shares.
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P
|
=
|
the
aggregate consideration received for the issuance of such additional
shares.
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|
|
A
|
=
|
the
number of shares outstanding of Common Stock immediately after the
issuance of such additional shares of Common
Stock.
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Such
adjustment shall be made whenever such Common Stock or Common Stock Equivalents
are issued.
This
subsection (c) shall not apply to:
(1) any of
the transactions described in subsections (a) or (b) of this Section 9,
including, without limitation, the shares of Common Stock issuable upon the
exercise thereof,
(2) the
issuance, conversion, exchange or exercise of any securities pursuant to the
Purchase Agreement,
(3) the
issuance of options exercisable for Common Stock to employees, officers,
consultants or directors of the Company or its subsidiaries, but only to the
extent that the aggregate number of shares excluded hereby and issued after the
date of this Warrant Agreement shall not exceed 5% of the outstanding shares of
Common Stock at the time of such issuance,
6
(4) the
issuance, conversion, exchange or exercise of any securities pursuant to any
additional equity financings with higher offering price per share on its common
shares or equity-linked securities of any kind than the shares of Common Stock
issued pursuant to the Purchase Agreement,
(5) the
issuance of Common Stock issuable upon the conversion, exchange or exercise of
other securities, warrants, options or similar rights, which securities were
issued before the Original Issue Date, provided such securities are not amended
after the Original Issue Date to increase the number of shares of Common Stock
issuable thereunder or to lower the exercise or conversion price thereof,
or
(6) the
issuance of Common Stock, options, warrants or other convertible securities
issued to strategic partners of the Company in connection with transactions
consummated with such strategic partners in furtherance of the Company’s
business objectives.
(d) Number of Warrant
Shares. Simultaneously with any adjustment to the Exercise
Price pursuant to this Section 9, the number of Warrant Shares that may be
purchased upon exercise of this Warrant shall be increased or decreased
proportionately, so that after such adjustment the aggregate Exercise Price
payable hereunder for the adjusted number of Warrant Shares shall be the same as
the aggregate Exercise Price in effect immediately prior to such
adjustment.
(e) Calculations. All
calculations under this Section 9 shall be made to the nearest cent or the
nearest 1/100th of a
share, as applicable. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company.
(f) Notice of
Adjustments. Upon the occurrence of each adjustment pursuant
to this Section 9, the Company at its expense will promptly compute such
adjustment in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted
Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the
transactions giving rise to such adjustments and showing in detail the facts
upon which such adjustment is based. Upon written request, the
Company will promptly deliver a copy of each such certificate to the Holder and
to the Company's Transfer Agent.
(g) No
Impairment. The Company shall not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed hereunder by the Company but will at all
times in good faith assist in the carrying out of all the provisions of this
Section 9 and
in the taking of all such action as may be necessary or appropriate
in order to protect the exercise rights of the Holder against undue
impairment.
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10. Payment of Exercise
Price. The Holder may pay the Exercise Price by delivering immediately
available funds to the designated account of the Company in one of the following
manners:
Cash
Exercise. The Holder may deliver immediately available funds;
or
Cashless
Exercise. If an Exercise Notice is delivered at a time after
six months from the date of original issuance of this Warrant when a
registration statement permitting the Holder to resell the Warrant Shares is not
then effective or the prospectus forming a part thereof is not then available to
the Holder for the resale of the Warrant Shares, then the Holder may notify the
Company in an Exercise Notice of its election to utilize cashless exercise, in
which event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:
X = Y
[(A-B)/A]
where:
X = the
number of Warrant Shares to be issued to the Holder.
Y = the
number of Warrant Shares with respect to which this Warrant is being
exercised.
A = the
average of the closing prices for the five Trading Days immediately prior to
(but not including) the Exercise Date.
B = the
Exercise Price.
For
purposes of Rule 144 promulgated under the Securities Act, it is intended,
understood and acknowledged that the Warrant Shares issued in a cashless
exercise transaction shall be deemed to have been acquired by the Holder, and
the holding period for the Warrant Shares shall be deemed to have commenced, on
the date this Warrant was originally issued.
11. No Fractional
Shares. No fractional shares of Warrant Shares will be issued
in connection with any exercise of this Warrant. In lieu of any
fractional shares which would, otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the closing price of one
Warrant Share as reported by the applicable Trading Market on the date of
exercise.
12. Notices. Any
and all notices or other communications or deliveries hereunder (including,
without limitation, any Exercise Notice) shall be in writing and shall be deemed
given and effective on the earliest of (i) the date of transmission, if such
notice or communication is delivered via facsimile at the facsimile number
specified in this Section prior to 5:30 p.m. (New York City time) on a Trading
Day, (ii) the next Trading Day after the date of transmission, if such notice or
communication is delivered via facsimile at the facsimile number specified in
this Section on a day that is not a Trading Day or later than 5:30 p.m. (New
York City time) on any Trading Day, (iii) the Trading Day following the date of
mailing, if sent by nationally recognized overnight courier service, or (iv)
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:
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If
to the Company:
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Room
B, Second Floor, M-10, Central (W.)
Shenzhen
High-Tech Park, Shenzhen
Facsimile:
x00-000-00000000
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With
a copy to:
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Xxxxx
Xxxxxxx LLP
000
Xxxxxxxxxx Xx., Xxx 0000
Xxx
Xxxxxxxxx, XX 00000
Facsimile: (000)
000-0000
Attn.: Xxxx
X. Xxxxxxxx
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(or
such other address as the Company shall indicate in writing in accordance with
this Section), or (ii) if to the Holder, to the address or facsimile number
appearing on the Warrant Register or such other address or facsimile number as
the Holder may provide to the Company in accordance with this
Section.
13. Miscellaneous.
(a) This
Warrant shall be binding on and inure to the benefit of the parties hereto and
their respective successors and assigns. Subject to the preceding
sentence, nothing in this Warrant shall be construed to give to any Person other
than the Company and the Holder any legal or equitable right, remedy or cause of
action under this Warrant. This Warrant may be amended only in
writing signed by the Company and the Holder and their successors and
assigns.
(b) All
questions concerning the construction, validity, enforcement and interpretation
of this Warrant shall be governed by and construed and enforced in accordance
with the internal laws of the State of New York (except for matters governed by
corporate law in the State of Delaware), without regard to the principles of
conflicts of law thereof. Each party agrees that all Actions
concerning the interpretations, enforcement and defense of the transactions
contemplated by this Warrant shall be commenced exclusively in the state or
federal courts located in the State of Texas. Each party hereto
hereby irrevocably submits to the exclusive jurisdiction of the state or federal
courts located in Dallas County, Texas for the adjudication of any dispute
hereunder or in connection herewith or with any transaction contemplated hereby
or discussed herein, and hereby irrevocably waives, and agrees not to assert in
any Action, any claim that it is not personally subject to the jurisdiction of
any such courts, or that such Action has been commenced in an improper or
inconvenient forum. Each party hereto hereby irrevocably waives
personal service of process and consents to process being served in any such
Action by mailing a copy thereof via registered or certified mail or overnight
delivery (with evidence of delivery) to such party at the address in effect for
notices to it under this Warrant and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Each party hereto hereby irrevocably
waives, to the fullest extent permitted by applicable law, any and all right to
trial by jury in any legal Action arising out of or relating to this
Warrant. If either party shall commence an Action to enforce any
provisions of this Warrant, then the prevailing party in such Action shall be
reimbursed by the other party for its reasonable attorneys’ fees and other costs
and expenses incurred with the investigation, preparation and prosecution of
such Action.
9
(c) The
headings herein are for convenience only, do not constitute a part of this
Warrant and shall not be deemed to limit or affect any of the provisions
hereof.
(d) In case
any one or more of the provisions of this Warrant shall be invalid or
unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or
impaired thereby and the parties will attempt in good faith to agree upon a
valid and enforceable provision which shall be a commercially reasonable
substitute therefor, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
(e) Prior to
exercise of this Warrant, the Holder hereof shall not, by reason of being a
Holder, be entitled to any rights of a stockholder with respect to the Warrant
Shares.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE
PAGE FOLLOWS]
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IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.
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By:
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| Name: | |||
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11
EXERCISE
NOTICE
WARRANT
DATED [ ], 2008
The
undersigned Holder hereby irrevocably elects to
purchase _____________ shares of Common Stock pursuant to the above
referenced Warrant. Capitalized terms used herein and not otherwise
defined have the respective meanings set forth in the Warrant.
(1) The
undersigned Holder hereby exercises its right to purchase _________________
Warrant Shares pursuant to the Warrant.
(2) The
Holder intends that payment of the Exercise Price shall be made as (check
one):
____ “Cash Exercise”
under Section 10.
____ “Cashless
Exercise” under Section 10.
(3) If
the holder has elected a Cash Exercise, the holder shall pay the sum of
$____________ to the Company in accordance with the terms of the
Warrant.
(4) Pursuant
to this Exercise Notice, the Company shall deliver to the holder _______________
Warrant Shares in accordance with the terms of the Warrant.
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Dated:
_______________, _____
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Name
of Holder:
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(Print)
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By:
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Name:
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Title:
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| (Signature must conform in all respects to name of holder as specified on the face of the Warrant) | |||
12
Warrant Shares Exercise
Log
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Date
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Number
of Warrant
Shares
Available to be
Exercised
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Number
of Warrant Shares
Exercised
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Number
of Warrant
Shares
Remaining to
be
Exercised
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13
WARRANT
ORIGINALLY ISSUED [ ], 2008
WARRANT
NO. [ ]
FORM OF
ASSIGNMENT
[To be
completed and signed only upon transfer of Warrant]
FOR VALUE
RECEIVED, the undersigned hereby sells, assigns and transfers unto
________________________________ the right represented by the above-captioned
Warrant to purchase ____________ shares of Common Stock to which such
Warrant relates and appoints ________________ attorney to transfer said right on
the books of the Company with full power of substitution in the
premises.
Dated: _______________,
____
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(Signature
must conform in all respects to name of
holder
as specified on the face of the Warrant)
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Address
of Transferee
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In the
presence of:
__________________________
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