Exhibit 4.3
Specimen Unit Warrant Agreement
REDEEMABLE COMMON STOCK UNIT PURCHASE WARRANT
Each Unit Offered @$14 per Unit
consists of: ___________, 2004
40 Class "A" Warrants and
80 Class "B" Warrants.
[280 Aggregate Common Shares On Conversion]
Units Purchased:___________
THIS REDEEMABLE UNIT WARRANT REPRESENTS THE RIGHT TO PURCHASE
SHARES OF THE COMMON STOCK OF
UniPro Financial Services, Inc.
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Issuer
FOR VALUE RECEIVED, UniPro Financial Services, Inc., a Florida
corporation (the "Issuer") promises to sell and deliver to
____________________________(the "Holder") the following stated
number of shares of the Common Stock of the Issuer, upon the
payment by the Holder to the Issuer at the "Exercise Price", as
herein defined, payable in U.S. funds accepted subject to
collection.
a. ___________ Class "A" Common Stock Purchase Warrants - Each
"A" Warrant is exercisable at any time prior to its termination,
being the first anniversary of the Effective Date of the SB-2
Registration statement, and is convertible into One share of
Common Stock upon payment of the Exercise Price of $5.00 per
share.
b. ____________ Class "B" Common Stock Purchase Warrants - Each
"B" Warrant is exercisable at any time prior to their termination
three years from the Effective Date of the Offering and is
convertible into Three shares of Common Stock upon payment of the
Exercise Price of $6.25 per Share.
Redemption. The Class "A" Warrants and the Class "B" Warrants
composing the Unit Warrant are individually and or jointly
redeemable by the Issuer as provided herein.
NOTICE
This Unit Warrant, and the securities issuable upon its exercise
(in whole or in part) have been sold to the Holder pursuant to
the Form SB-2 Registration Statement filed with, and declared
effective by the Securities and Exchange Commission. The Unit
Warrant and or the underlying shares may be freely sold,
transferred or otherwise disposed of while they are the subject
of an effective registration statement, which the Company agrees
to use its best efforts to keep current at all times during the
unexpired term of this Unit Warrant. The Class "A" and the Class
"B" Warrants are inseparable.
Registered Warrant Holder:
Name: ________________________________
Address: ________________________________
______________________________
SS/Tax ID#: _____________________________
1. Warrant Exercise. The Holder shall be entitled to purchase
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up to the stated number of Common shares of the Issuer, at any
time from the date of this Agreement, until the appropriate
Expiration Date, hereinafter defined. To exercise this Unit
Warrant, whether in whole or in part, the Holder shall tender
payment in U.S. funds, to the Issuer for the Exercise Price per
share, as hereinafter described, multiplied by the number of
shares being purchased. A properly completed Form Of Exercise
together with this Original Unit Warrant shall accompany the
Holder's payment.
1.1 Cashless Exercise: The underlying shares may be issued
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by the Issuer, in its discretion, on the basis of a Promissory
Note, duly executed by the Holder; provided that the Holder shall
simultaneously provide the Issuer with a duly executed Payment
Instruction directing that upon the settlement date from the
public sale of the shares the appropriate funds computed at the
Exercise Price per share, be wired by the executing brokerage
firm directly to the Issuer's bank account.
1.2 Partial Exercise: If an exercise is for less than the
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aforesaid total shares, this Unit Warrant shall automatically be
adjusted to reflect the remaining balance, or at the Issuer's
option, a revised Agreement may be issued.
2. Exercise Price:
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"A" Warrants. The Exercise Price for the conversion of the
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"A" Warrants shall be $5.00 per share.
"B" Warrants. The Exercise Price for the conversion of the
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"B" Warrants shall be $6.25 per share.
3. SEC Registration. The Warrants and their underlying shares
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have been sold to the Holder pursuant to an SB-2 Registration
Statement declared effective by the Securities and Exchange
Commission on ________________; as such the Warrants and the
shares are free from trading restrictions otherwise imposed under
the Act. At any time prior to the expiration date if there is no
effective SEC registration statement covering the underlying
shares, shares issued on conversion of the Warrant will not be
free from trading restrictions, and would only be qualified for
resale pursuant to a valid exemption from registration at that
time.
4. Inseparability of Warrants. The Class "A" and the Class "B"
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Warrants are inseparable except as to redemption by the Issuer,
as hereinafter defined.
5. Stockholders Rights. Possession or ownership of this Unit
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Warrant, prior to any full or partial exercise, does not confer
any voting or other shareholder rights on the Holder.
6. Anti-Dilution Provisions. The number of shares, which may be
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issuable hereunder, shall be proportionately decreased if a
reverse stock split or other such reclassification is declared.
The shares issuable hereunder shall be proportionately increased
in the event that the Issuer causes to be issued more shares as a
stock dividend, forward split or other such reclassification is
declared. In the event that all shareholders are granted the
right to purchase additional shares such event shall be treated
as a stock dividend as relates to the Holders Anti-dilutive
rights.
7. Successor Corporation. All rights granted to the Holder
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hereof shall survive any merger, consolidation or other business
combination of the Issuer with another "successor" entity. The
Holder shall have the same anti-dilutive rights in such case, in
the securities of the new entity.
8. Exercise Price Adjustments. Upon the occurrence of each
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event requiring an adjustment in the Exercise Price, or the
number of underlying shares, the Issuer shall give prompt written
notice, setting forth the computation used to arrive at the
adjusted price or number of underlying shares. The Issuer's Chief
Financial Officer or the Issuer's accountants shall make the
computations. Such computations shall be conclusive and binding
upon the Holder unless written objection is given to the Issuer,
within fourteen days from the date of the Issuer's initial
adjustment notice.
9. Dissolution Or Liquidation of the Issuer. In the event that
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the Issuer is dissolved, or otherwise liquidates a substantial
portion (i.e., 60% or more) of its assets with the intent to make
a distribution to shareholders of the proceeds therefrom
(including the sale of assets of a wholly-owned subsidiary) the
Holder shall be entitled, after proper exercise of the Warrants,
in whole or in part, to participate in the distribution on the
same terms and conditions as are all of the other shareholders.
In such event, the Issuer shall give 30 days written notice to
the Holder. Failure of the Holder to exercise within 30 days from
the date of the Issuer's notice, shall cause all such rights in
the Warrants to terminate. The Issuer may finalize the intended
transaction but it may not make any shareholder distribution
during the 30 day notice period.
10. Non-Adjustment Events. It is acknowledged and agreed that no
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price or quantity adjustments shall be required in the event that
the Issuer issues additional shares of its common stock: a) upon
the exercise of warrants or options granted previously to the
date hereof; b) pursuant to any stock option plan or employee
benefit plan; c) in exchange for good and valuable assets,
including an operating entity; or d) for any purpose in
connection with debt or equity offerings.
11. Redemption. The Class "A" Warrants and or the Class "B"
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Warrants composing the Unit Warrant are individually and or
jointly redeemable by the Issuer at any time after at least
twenty successive trading days during which the market "bid"
price, if there is a public trading market for the shares of the
Issuer, is at least 110% of the Exercise Price of the Class being
redeemed. If only the Class "A" Warrants are noticed for
redemption, the Class "B" Warrants shall survive and this Unit
Warrant shall automatically be deemed adjusted accordingly. The
redemption price shall be $0.005 per Class "A" and per Class "B"
Warrants.
12. Available Shares. The Issuer agrees to reserve and keep
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available out of its authorized, and unissued capital shares,
sufficient shares to cover the exercise of all of the shares
covered by this Unit Warrant. Further, that upon issuance, such
shares shall be validly issued, fully paid and non-assessable.
13. Miscellaneous.
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13.1 Loss of Unit Warrant. In the event of the loss by
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destruction or mutilation of this Unit Warrant, upon request, the
Issuer shall execute and deliver a new Warrant Agreement in
exchange for and upon the surrender and cancellation of such
mutilated or defaced Unit Warrant. If the Unit Warrant was lost
or stolen, the Issuer may, at its option, as a condition to the
execution and delivery of a new Unit Warrant, require that the
Holder provide satisfactory indemnity to the Issuer. The Holder
may be required to post a surety bond to protect the Issuer from
conflicting claims.
13.2 Record Owner. At the time this Unit Warrant is surrendered
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for exercise, together with the completed Form of Exercise and
the monetary consideration required, the person so exercising
shall be deemed to be the Holder of record, notwithstanding that
the stock transfer books of the Issuer shall then be closed, or
that certificates representing such securities shall not then be
actually delivered to such person. In the event of a dispute
regarding the ownership of the rights to exercise under this Unit
Warrant, unless and until the Issuer has received a duly executed
Assignment, with appropriate medallion signature guarantee, the
Issuer shall recognize the record holder as the valid owner. No
third party shall have any claim whatsoever against the Issuer in
the absence of such properly executed Assignment.
13.3 Fractional Shares. No fractional shares shall be issued
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under any circumstances. The Holder may elect to remit additional
funds to obtain the next full share, or the Issuer may reimburse
the Holder for such fractional amount. In no event shall the
Issuer issue more shares than the maximum quantity indicated on
the first page hereof.
13.4 Notices. All notices required hereunder shall be in
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writing, delivered by certified, registered or express mail,
return receipt requested, to the address of record of the party
being noticed. All time periods to be determined under notice
shall be so counted from the actual date of mailing.
13.5 Best Efforts. The Issuer shall use its best efforts to
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keep current its SB-2 registration covering the Warrant and the
underlying shares.
13.6 Stock Issuance Taxes. The Issuer shall bear full
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responsibility for payment of any federal or state stock issuance
taxes which may be required.
13.7 Entire Binding Agreement. This Unit Warrant represents the
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entire agreement between the parties. No change, alteration, or
other modification hereof may be made except by a further written
agreement, duly executed by the parties hereto. No oral
agreement or understanding, express or implied, shall invalidate,
empower or affect this written Agreement. By acceptance of this
Unit Warrant, the Holder agrees to be bound by all of its terms
and conditions.
13.8 Expiration Date. Unless extended by the Board of Directors
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of the Issuer, the Class "A" Warrants expire at the close of
business on the first anniversary of the Effective Date of the
Issuer's SB-2 Registration Statement pursuant to which the Unit
Warrant was issued and sold. The Class "B" and the Unit Warrant
expire at the close of business on the third anniversary of the
Effective Date of the Issuer's initial SB-2 Registration
Statement pursuant to which the Unit Warrant was issued and sold.
13.9 Captions. The paragraph captions are for information
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purposes only.
13.10 Controlling Law. This Unit Warrant shall be governed by
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and construed in accordance with the laws of the State of
Florida.
IN WITNESS WHEREOF, the Issuer, by its duly authorized officers
has executed this Unit Warrant as of the _____ day of
___________, 2004.
UniPro Financial Services, Inc. ATTEST:
By: By:
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Xxxxxx Xxxxxxxxx, President Xxxx X. Xxxxxx, Secretary
Election to Purchase
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To: UniPro Financial Services, Inc.
The Undersigned hereby irrevocably elects to exercise
[ ] All or [ ] _____________________ of the
[ ] Class "A" Warrants
[ ] Class "B" Warrants
as evidenced by the Unit Warrant dated _________, 2004, and to
purchase the shares of Common Stock issuable upon the exercise of
said Warrants. Please issue the shares as follows:
____________________________________________ Taxpayer
I.D./SS#:________________________
(Name)
____________________________________________
__________________________________________________
(Address- if different from that on first page)
If the said number of Warrants shall not be all of the Warrants
evidenced by the subject Unit Warrant, the Unit Warrant shall be
appropriately noted and remain valid for the remaining balance of
such Warrants. Payment of the aggregate exercise price in the
amount of $__________ is made herewith, or the authorized Note
Payable is duly executed and presented herewith.
Dated, _______________, 200__
Signature: ______________________________
Medallion Signature Guarantee:
____________________________________________
Required If Shares Are To Be Registered In A
Name Other Than The Named Warrant Holder
