THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
GOLD BOND RESOURCES, INC.
COMMON STOCK PURCHASE WARRANT
JUNE 6, 2003
THIS COMMON STOCK PURCHASE WARRANT is one of a duly authorized issue of
Warrants (a "WARRANT" or the "WARRANTS") of Gold Bond Resources, Inc., a
corporation duly organized and validly existing under the laws of the State of
Washington (the "COMPANY"), pursuant to a private offering of the common stock
of the Company, par value $.001 per share (the "COMMON STOCK") up to a maximum
of One Million Seventy Five Thousand and no/100 United States Dollars
(US$1,075,000.00) (the "OFFERING"), as more fully described in the Company's
Summary Memorandum dated as of May 28, 2003 (the "SUMMARY MEMORANDUM").
FOR VALUE RECEIVED, the Company hereby certifies that Maxim Group, LLC,
the registered holder hereof and its successors and assigns (the "HOLDER"), is
entitled to purchase from the Company 2,000,000 duly authorized, validly issued,
fully paid and nonassessable shares of Common Stock, at a purchase price per
share equal to $0.05 (the "WARRANT PRICE"), and subject to the terms, conditions
and adjustments set forth below in this Warrant. The person or entity in whose
name this Warrant (or one or more predecessor Warrants) is registered on the
records of the Company regarding registration and transfers of the Warrant (the
"WARRANT REGISTER") is the owner and holder thereof for all purposes, except as
described in Section 8 hereof.
1. Vesting of Warrants. This Warrant shall vest and become exercisable
immediately.
2. Expiration of Warrant. This Warrant shall expire at 5:00 p.m., New
York local time, on June 5, 2008 (the "EXPIRATION DATE"), which is the fifth
anniversary date of the closing of the Offering (the "CLOSING").
3. Exercise of Warrant. This Warrant shall be exercisable pursuant to
the terms of Section 1 and this Section 3 hereof.
3.1 Manner of Exercise. This Warrant may only be exercised by
the Holder hereof, in accordance with the terms and conditions hereof, in whole
or in part with respect to any portion of the Warrant, into shares of Common
Stock, during normal
business hours on any day other than a Saturday or a Sunday or a day on which
commercial banking institutions in New York, New York are authorized by law to
be closed (a "BUSINESS Day") on or prior to the Expiration Date with respect to
such portion of the Warrant, by surrender of this Warrant to the Company at its
office maintained pursuant to Section 8.2(a) hereof, accompanied by an exercise
notice in substantially the form attached to this Warrant as Exhibit A (or a
reasonable facsimile thereof) duly executed by the Holder, together with the
payment of the Warrant Price.
3.2 When Exercise Effective. Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Warrant shall have been surrendered to the
Company as provided in Section 3.1 hereof, and, at such time, the corporation,
association, partnership, organization, business, individual, government or
political subdivision thereof or a governmental agency (a "PERSON" or the
"PERSONS") in whose name or names any certificate or certificates for shares of
Common Stock shall be issuable upon exercise as provided in Section 3.3 hereof
shall be deemed to have become the holder or holders of record thereof.
3.3 Delivery of Stock Certificates. As soon as practicable
after each exercise of this Warrant, in whole or in part, and in any event
within five (5) Business Days thereafter, the Company at its expense (including
the payment by it of any applicable issue taxes) will cause to be issued in the
name of and delivered to the Holder hereof or, subject to Section 7 hereof, as
the Holder (upon payment by the Holder of any applicable transfer taxes) may
direct:
(a) a certificate or certificates (with appropriate
restrictive legends, as applicable) for the number of duly authorized, validly
issued, fully paid and nonassessable shares of Common Stock to which the Holder
shall be entitled upon exercise plus, in lieu of any fractional share to which
the Holder would otherwise be entitled, all issuances of Common Stock shall be
rounded up to the nearest whole share.
(b) in case exercise is in part only, a new Warrant
of like tenor, dated the date hereof and calling in the aggregate on the face
thereof for the number of shares of Common Stock equal to the number of shares
called for on the face of this Warrant minus the number of shares designated by
the Holder upon exercise as provided in Section 3.1 hereof (without giving
effect to any adjustment thereof).
3.4 Company to Reaffirm Obligations. The Company will, at the
time of each exercise of this Warrant, upon the written request of the Holder
hereof, acknowledge in writing its continuing obligation to afford to the Holder
all rights (including without limitation any rights to registration of the
shares of Common Stock issued upon exercise) to which the Holder shall continue
to be entitled after exercise in accordance with the terms of this Warrant;
provided, however, that if the Holder shall fail to make a request, the failure
shall not affect the continuing obligation of the Company to afford the rights
to such Holder.
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4. Adjustment of Common Stock Issuable Upon Exercise. The Warrant Price
shall be subject to be adjusted and re-adjusted from time to time as provided in
this Section 4 and, as so adjusted or re-adjusted, shall remain in effect until
a further adjustment or re-adjustment thereof is required by this Section 4:
4.1 Dividends, Reclassifications, Recapitalizations,
Reorganizations, etc. In the event that the Company shall, at any time prior to
the exercise of this Warrant and prior to the full exercise hereof: (i) declare
or pay to the holders of the Common Stock a dividend payable in any kind of
shares of stock of the Company; or (ii) adopt a plan of reorganization or
recapitalization or change, divide or otherwise reclassify its Common Stock into
the same or a different number of shares with or without par value, or in shares
of any class or classes; or (iii) sell, lease, transfer, convey or otherwise
dispose of all or substantially all of its assets; or (iv) merge or consolidate
with or into one or more corporations or other entities; or (v) make any
distribution of its assets to holders of its Common Stock as a liquidation or
partial liquidation dividend or by way of return of capital; then, upon the
subsequent exercise of this Warrant, the Holder shall receive, in addition to or
in substitution for the shares of Common Stock to which it would otherwise be
entitled upon such exercise, the kind and amount of shares of stock and other
securities and property receivable upon such reorganization, reclassification,
consolidation, merger or sale by a holder of the number of shares of Common
Stock the Holder would have received had all shares of Common Stock issuable
upon exercise of this Warrant been issued immediately prior to the happening of
any of the foregoing events, at a price equal to the Warrant Price then in
effect (the kind, amount and price of such stock and other securities to be
subject to adjustment as herein provided).
4.2 Mergers, etc. The Company covenants and agrees that it
will not merge or consolidate with or into or sell, lease, transfer, convey or
otherwise dispose of all or substantially all of its assets to any other
corporation or entity unless at the time of or prior to such transaction such
other corporation or other entity shall expressly assume all of the liabilities
and obligations of the Company under this Warrant and (without limiting the
generality of the foregoing) shall expressly agree that the Holder of this
Warrant shall thereafter have the right to receive upon the exercise of this
Warrant the number and kind of shares of stock and other securities and property
receivable upon such transaction by a Holder of the number and kind of shares
which would have been receivable upon the exercise of this Warrant immediately
prior to such transaction.
4.3 Notice of Certain Transactions. If, at any time while this
Warrant is outstanding, the Company shall pay any dividend payable in cash or in
Common Stock, shall offer to the holders of its Common Stock rights for
subscription or purchase by them of any shares of stock of any class or any
other rights, shall enter into an agreement to merge or consolidate with another
corporation, or shall propose to liquidate or dissolve, then the Company shall
cause notice thereof to be mailed to the registered Holder of this Warrant at
its address appearing in the Warrant Register, at least thirty (30) days prior
to (i) the record date as of which holders of Common Stock shall participate in
such dividend, distribution, subscription or other rights, or liquidation or
dissolution or (ii) the effective date of any such event or transaction and
shall permit the Holder to
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exercise this Warrant or any unexercised portion thereof at any time within
twenty (20) days following receipt of such notice; provided, however, that the
Company will not provide notice of any such event prior to public announcement
if such event is deemed by the Company to be material, and in any such case, the
Company shall not be in violation of this provision.
4.4 Adjustments to Warrant Price. If at any time after the
date of issuance hereof the Company shall grant or issue any shares of Common
Stock, or grant or issue any rights, warrants or options for the purchase of,
stock or other securities convertible into, Common Stock (such convertible stock
or securities being herein collectively referred to as "COMMON STOCK
EQUIVALENTS") other than: (i) shares issued in a transaction described in
Section 4.5; or (ii) shares issued, subdivided or combined in transactions
described in Section 4.1 if and to the extent that an adjustment to the Warrant
Price shall have been previously made pursuant to this Section 4 as a result of
such issuance, subdivision or combination of such securities; for a
consideration per share which is less than the Warrant Price, then the Warrant
Price in effect immediately prior to such issuance or sale (the "APPLICABLE
WARRANT PRICE") shall, and thereafter upon each issuance or sale, the Applicable
Warrant Price shall, simultaneously with such issuance or sale, be adjusted, so
that such Applicable Warrant Price shall equal a price determined by multiplying
the Applicable Warrant Price by a fraction, the numerator of which shall be:
(a) the sum of (x) the total number of shares of
Common Stock outstanding immediately prior to such issuance plus (y)
the number of shares of Common Stock which the aggregate consideration
received, as determined in accordance with Section 4.6 below for the
issuance or sale of such additional Common Stock or Common Stock
Equivalents deemed to be an issuance of Common Stock as provided in
Section 4.7 below would purchase at the Applicable Warrant Price
(including any consideration received by the Company upon the issuance
of any shares of Common Stock or Common Stock Equivalents since the
date the Applicable Warrant Price became effective not previously
included in any computation resulting in an adjustment pursuant to this
Section 4.4); and the denominator of which shall be:
(b) the total number of shares of Common Stock
outstanding (or deemed to be outstanding as provided in Section 4.7)
immediately after the issuance or sale of such additional shares.
Upon each adjustment of the Warrant Price pursuant to this Section 4.4,
the total number of shares of Common Stock purchasable upon the exercise of each
Warrant shall be such number of shares (calculated to the nearest tenth)
purchasable at the Applicable Warrant Price multiplied by a fraction, the
numerator of which shall be the Warrant Price in effect immediately prior to
such adjustment and the denominator of which shall be the Warrant Price in
effect immediately after such adjustment.
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4.5 Exclusions. Anything in this Section 4 to the contrary
notwithstanding, no adjustment in the Warrant Price shall be made in connection
with any of the following:
(a) the grant, issuance or exercise of any Common
Stock Equivalents pursuant to the Company's stock option plans or any other bona
fide employee benefit plan or incentive arrangements adopted by the Company's
Board of Directors; or
(b) the issuance of any shares of Common Stock
pursuant to the grant or exercise of Common Stock Equivalents outstanding prior
to the date of the Closing; or
(c) the issuance of any shares of Common Stock or
Common Stock Equivalents in connection with the acquisition of the assets or
stock of another entity; or
(d) a warrant exercisable into 10,000,000 shares of
Common Stock to be issued to Xxxxxx Xxxxx in 2003.
4.6 Calculation of Consideration. For the purpose of Section
4.4 above, the following provisions shall also be applied:
(a) In case of the issuance or sale of additional
shares of Common Stock for cash, the consideration received by the Company
therefor shall be deemed to be the amount of cash received by the Company for
such shares, after deducting therefrom any commissions, compensations or other
expenses paid or incurred by the Company for any underwriting or placement of,
or otherwise in connection with the issuance or sale of such shares.
(b) In case of the issuance of Common Stock
Equivalents, the consideration received by the Company therefor shall be deemed
to be the gross amount of cash calculated in accordance with Section 4.6(a)
above, if any, received by the Company for the issuance of such rights or Common
Stock Equivalents, plus the minimum amounts of cash and fair value of other
consideration, if any, payable to the Company upon the exercise of such rights
or options or payable to the Company on conversion of such Common Stock
Equivalents.
(c) In the case of the issuance of shares of Common
Stock or Common Stock Equivalents for a consideration in whole or in part, other
than cash, the consideration other than cash shall be deemed to be the fair
market value thereof as reasonably determined in good faith by the Board of
Directors of the Company (irrespective of the accounting treatment thereof);
provided, however, that if such consideration consists of the cancellation of
debt issued by the Company, the consideration shall be deemed to be the amount
the Company received upon issuance of such debt (net proceeds) plus accrued
interest and, in the case of original issue discount or zero coupon
indebtedness, accreted value to the date of such cancellation, but not
5
including any premium or discount at which the debt may then be trading or which
might otherwise be appropriate for such class of debt.
(d) In case of the issuance of additional shares of
Common Stock upon the conversion or exchange of any obligations (other than
Common Stock Equivalents), the amount of the consideration received by the
Company for such Common Stock shall be deemed to be the consideration received
by the Company for such obligations or shares so converted or exchanged, after
deducting from such consideration so received by the Company any expenses or
commissions or compensations incurred or paid by the Company for any
underwriting of, or otherwise in connection with, the issuance or sale of such
obligations or shares, plus any consideration received by the Company in
connection with such conversion or exchange other than a payment in adjustment
of interest and dividends. If obligations or shares of the same class or series
of a class as the obligations or shares so converted or exchanged have been
originally issued for different amounts of consideration, then the amount of
consideration received by the Company upon the original issuance of each of the
obligations or shares so converted or exchanged shall be deemed to be the
average amount of the consideration received by the Company upon the original
issuance of all such obligations or shares. The amount of consideration received
by the Company upon the original issuance of the obligations or shares so
converted or exchanged and the amount of the consideration, if any, other than
such obligations or shares, received by the Company upon such conversion or
exchange shall be determined in the same manner as provided in Sections 4.6(a)
and 4.6(c) above with respect to the consideration received by the Company in
case of the issuance of additional shares of Common Stock or Common Stock
Equivalents.
(e) In the case of the issuance of additional shares
of Common Stock as a dividend, the aggregate number of shares of Common Stock
issued in payment of such dividend shall be deemed to have been issued at the
close of business on the record date fixed for the determination of stockholders
entitled to such dividend and shall be deemed to have been issued without
consideration; provided, however, that if the Company, after fixing such record
date, shall legally abandon its plan to so issue Common Stock as a dividend, no
adjustment of the Applicable Warrant Price shall be required by reason of the
fixing of such record date.
4.7 Deemed Issuances of Common Stock. For purposes of the
adjustments provided for in Section 4.4 above, if at any time, the Company shall
issue any Common Stock Equivalents, the Company shall be deemed to have issued
at the time of the issuance of such Common Stock Equivalents the maximum number
of shares of Common Stock issuable upon conversion of the total amount of such
Common Stock Equivalents.
4.8 Carry Forwards. Anything in this Section 4 to the contrary
notwithstanding, no adjustment in the Warrant Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
Warrant Price; provided, however, that any adjustments which by reason of this
Section 4.8 are not
6
required to be made shall be carried forward and taken into account in making
subsequent adjustments. All calculations under this Section 4 shall be made to
the nearest cent or to the nearest tenth of a share, as the case may be.
4.9 Notice of Adjustments. Upon any adjustment of the Warrant
Price, then and in each such case the Company shall promptly deliver a notice to
the registered Holder of this Warrant, which notice shall state the Warrant
Price resulting from such adjustment and the increase or decrease, if any, in
the number of Shares purchasable at such price upon the exercise hereof, setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.
5. Reservation of Shares. The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock, free
from all taxes, liens and charges with respect to the issue thereof and not be
subject to preemptive rights or other similar rights of stockholders of the
Company, solely for the purpose of issuing the Common Stock and effecting the
exercise of the Warrants in the Offering, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the issuance or
exercise thereof, and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to issue the Common Stock and
effect the exercise of the Warrants in the Offering, in addition to such other
remedies as shall be available to the Holder, the Company shall take such
corporate action as may, in the opinion of its counsel, be necessary to increase
the number of authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purposes, including without limitation,
using its best efforts to obtain the requisite stockholder approval necessary to
increase the number of authorized shares of the Company's Common Stock. All
shares of Common Stock issuable in the Offering and issuable upon exercise of
the Warrant shall be duly authorized and, when issued upon exercise, shall be
validly issued and, in the case of shares, fully paid and nonassessable.
6. Listing.
6.1 After the Closing, when the Company includes all the
shares of Common Stock issued in the Offering in a registration statement of its
securities under the Securities Act of 1933, as amended (the "Act") and files
such registration statement with the Securities and Exchange Commission (the
"SEC"), the Company will include in such registration statement the shares of
Common Stock underlying this Warrant. The Company shall secure the listing of
the shares of Common Stock underlying this Warrant upon each national securities
exchange or automated quotation system upon which shares of Common Stock are
then listed (subject to official notice of issuance) and shall maintain such
listing of shares of Common Stock issued under the terms of the Warrant. The
Company shall at all times comply in all respects with the Company's reporting,
filing and other obligations under the by-laws or rules of the OTC Bulletin
Board Market or such other national securities exchange or market on which the
Common Stock may then be listed, as applicable.
7
6.2 The Company will prepare and file with the SEC such
amendments and supplements to such registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective until the sale of the securities registered thereunder, and
shall comply with the provisions of the Act with respect to the disposition of
all securities owned by the Holder that are covered by such registration
statement during such period in accordance with the intended methods of
disposition by the Holder. The Company at its own expense will furnish to the
Holder such number of copies of such registration statement, each amendment and
supplement thereto, the prospectus included in such registration statement
(including each preliminary prospectus) and such other documents as the Holder
may request in order to facilitate the disposition of the shares owned by the
Holder.
6.3 If at any time or from time to time, the Company proposes
to file a registration statement under the Act with respect to an offering of
Common Stock (i) for the Company's own account (other than a registration
statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by
the SEC)) or (ii) for the account of any of its holders of Common Stock, then
the Company shall give written notice of such proposed filing to the Holder or
its nominee as soon as practicable (but in no event less than thirty (30) days
before the anticipated filing date), and such notice shall offer the Holder or
its nominee the opportunity to register under such registration statement (and
any related qualification under blue sky laws) such number of shares of Common
Stock as the Holder or its nominee may request.
7. Restrictions on Transfer.
7.1 Restrictive Legends. This Warrant and each Warrant issued
upon transfer or in substitution for this Warrant pursuant to Section 8, each
certificate for Common Stock issued upon the exercise of any Warrant and each
certificate issued upon the transfer of any such Common Stock shall be
transferable only upon satisfaction of the conditions specified in this Section
7 and Section 8.4. Each of the foregoing securities shall be stamped or
otherwise imprinted with a legend reflecting the restrictions on transfer set
forth in Section 7 and Section 8.4 hereof and any restrictions required under
the Act.
7.2 Notice of Proposed Transfer; Opinion of Counsel. Prior to
any transfer of any securities which are not registered under an effective
registration statement under the Act ("RESTRICTED SECURITIES"), the Holder will
give written notice to the Company of the Holder's intention to affect a
transfer and to comply in all other respects with this Section 7.2. Each notice
(i) shall describe the manner and circumstances of the proposed transfer, and
(ii) shall designate counsel for the Holder giving the notice (who may be
in-house counsel for the Holder). The Holder giving notice will submit a copy
thereof to the counsel designated in the notice. The following provisions shall
then apply:
(a) If in the opinion of counsel for the Holder
reasonably satisfactory to the Company the proposed transfer may be effected
without registration of
8
Restricted Securities under the Act (which opinion shall state the basis of the
legal conclusions reached therein), the Holder shall thereupon be entitled to
transfer the Restricted Securities in accordance with the terms of the notice
delivered by the Holder to the Company. Each certificate representing the
Restricted Securities issued upon or in connection with any transfer shall bear
the restrictive legends required by Section 7.1 hereof.
(b) If the opinion called for in (a) above is not
delivered, the Holder shall not be entitled to transfer the Restricted
Securities until either (x) receipt by the Company of a further notice from such
Holder pursuant to the foregoing provisions of this Section 7.2 and fulfillment
of the provisions of clause (a) above, or (y) such Restricted Securities have
been effectively registered under the Act.
Notwithstanding any other provision of this Section
7, no opinion of counsel shall be necessary for a transfer of Restricted
Securities by the holder thereof to any Person holding more than 50% of the
equity of an entity or any majority-owned subsidiary of such entity of a Holder,
if the transferee agrees in writing to be subject to the terms hereof to the
same extent as if the transferee were the original purchaser hereof and such
transfer is permitted under applicable securities laws.
7.3 Termination of Restrictions. The restrictions imposed by
this Section 7 upon the transferability of Restricted Securities shall cease and
terminate as to any particular Restricted Securities: (a) which Restricted
Securities shall have been effectively registered under the Act, or (b) when, in
the opinions of both counsel for the holder thereof and counsel for the Company,
such restrictions are no longer required in order to insure compliance with the
Act or Section 8 hereof. Whenever such restrictions shall cease and terminate as
to any Restricted Securities, the Holder thereof shall be entitled to receive
from the Company, without expense (other than applicable transfer taxes, if
any), new securities of like tenor not bearing the applicable legends required
by Section 7.1 hereof.
8. Ownership, Transfer and Substitution of Warrant.
8.1 Ownership of Warrant. The Company may treat the person in
whose name this Warrant is registered to in the Warrant Register maintained
pursuant to Section 8.2(b) hereof as the owner and holder thereof for all
purposes, notwithstanding any notice to the contrary, except that, if and when
any Warrant is properly assigned in blank, the Company may (but shall not be
obligated to) treat the bearer thereof as the owner of such Warrant for all
purposes, notwithstanding any notice to the contrary. Subject to Section 7
hereof, this Warrant, if properly assigned, may be exercised by a new holder
without a new Warrant first having been issued.
8.2 Office; Transfer and Exchange of Warrant.
(a) The Company will maintain an office (which may be
an agency maintained at a bank) in Stafford, Texas where notices, presentations
and demands in
9
respect of this Warrant may be made upon it. The office shall be maintained at
00000 Xxxxxxxxx Xxxxx #000, Xxxxxxxx, Xxxxx 00000 until the Company notifies the
holders of the Warrant of any change of location of the office.
(b) The Company shall cause to be kept at its office
maintained pursuant to Section 8.2(a) hereof a Warrant Register for the
registration and transfer of the Warrant. The names and addresses of holders of
the Warrant, the transfers thereof and the names and addresses of transferees of
the Warrant shall be registered in such Warrant Register. The Person in whose
name any Warrant shall be so registered shall be deemed and treated as the owner
and holder thereof for all purposes of this Warrant, and the Company shall not
be affected by any notice or knowledge to the contrary.
(c) Upon the surrender of this Warrant, properly
endorsed, for registration of transfer or for exchange at the office of the
Company maintained pursuant to Section 8.2(a) hereof, the Company at its expense
will (subject to compliance with Section 7 hereof, if applicable) execute and
deliver to or upon the order of the Holder thereof a new Warrant of like tenor,
in the name of such holder or as such holder (upon payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face
thereof for the number of shares of Common Stock called for on the face of the
Warrant so surrendered.
8.3 Replacement of Warrant. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of the Warrant and, in the case of any such loss, theft or
destruction of the Warrant, upon delivery of indemnity reasonably satisfactory
to the Company in form and amount or, in the case of any mutilation, upon
surrender of the Warrant for cancellation at the office of the Company
maintained pursuant to Section 8.2(a) hereof, the Company at its expense will
execute and deliver, in lieu thereof, a new Warrant of like tenor and dated the
date hereof.
8.4 Restrictions on Transfer. In addition to the restrictions
on transfer set forth in Section 7 hereof, neither the Warrant nor any portion
of the Warrant may be transferred without the consent of the Company.
9. No Rights or Liabilities as Stockholder. No Holder shall be entitled
to vote or receive dividends or be deemed the holder of any shares of Common
Stock or any other securities of the Company which may at any time be issuable
on the exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a stockholder
of the Company or any right to vote for the election of directors or upon any
matter submitted to stockholders at any meeting thereof, or to give or withhold
consent to any corporate action (whether upon any recapitalization, issuance of
stock, reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant shall have been
exercised and the shares of Common Stock purchasable upon the exercise hereof
shall have become deliverable, as provided herein. The Holder will not be
entitled to share in
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the assets of the Company in the event of liquidation, dissolution or the
winding up of the Company.
10. Notices. Any notice or other communication in connection with this
Warrant shall be deemed to be given if in writing (or in the form of a
facsimile) addressed as hereinafter provided and actually delivered at said
address: (a) if to any Holder, at the registered address of such holder as set
forth in the Warrant Register kept at the office of the Company maintained
pursuant to Section 8.2(a) hereof, or (b) if to the Company, to the attention of
its Chief Financial Officer at its office maintained pursuant to Section 8.2(a)
hereof; provided, however, that the exercise of any Warrant shall be effective
in the manner provided in Section 3 hereof.
11. Payment of Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; 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 certificate for shares of Common Stock underlying
this Warrant in a name other that of the Holder. The Holder is responsible for
all other tax liability that may arise as a result of holding or transferring
this Warrant or receiving shares of Common Stock underlying this Warrant upon
exercise hereof.
12. Warrant Agent. The Company shall serve as warrant agent under this
Warrant. Upon thirty (30) days notice to the Holder, the Company may appoint a
new warrant agent. Any corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its
corporate trust or stockholders services business shall be successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.
13. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of the change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of the State of New York. The section headings in this
Warrant are for purposes of convenience only and shall not constitute a part
hereof.
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IN WITNESS WHEREOF, the Company has caused this Common Stock Purchase
Warrant to be duly executed as of the date first above written.
GOLD BOND RESOURCES, INC.
By: s/s
-------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
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EXHIBIT A
FORM OF EXERCISE NOTICE
[To be executed only upon conversion of Warrant]
To GOLD BOND RESOURCES, INC.:
The undersigned registered holder of the within Warrant hereby
irrevocably exercises the Warrant pursuant to Section 3.1 of the Warrant with
respect to __________(1) shares of the Common Stock, at an exercise price per
share of Common Stock of $.05, which the holder would be entitled to receive
upon the cash exercise hereof, and requests that the certificates for the shares
be issued in the name of, and delivered to, whose address is:
Dated: _______________
----------------------------------------
Print or Type Name
----------------------------------------
(Signature must conform in all respects
to name of holder as specified on the face
of Warrant)
----------------------------------------
(Street Address)
----------------------------------------
(City) (State) (Zip Code)
-----------------------
(1) Insert here the number of shares called for on the face of this Warrant (or,
in the case of a partial exercise, the portion thereof as to which this Warrant
is being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will be
issued and delivered, representing the unconverted portion of the Warrant, to
the holder surrendering the Warrant.
13
EXHIBIT B
FORM OF ASSIGNMENT
[To be executed only upon transfer of Warrant]
For value received, the undersigned registered holder of the within
Warrant hereby sells, assigns and transfers unto _____________________ the right
represented by the Warrant to purchase __________(1) shares of Common Stock of
GOLD BOND RESOURCES, INC. to which the Warrant relates, and appoints
_____________________ Attorney to make such transfer on the books of GOLD BOND
RESOURCES, INC. maintained for the purpose, with full power of substitution in
the premises.
Dated:
----------------------------------------
(Signature must conform in all respects
to name of holder as specified on the
face of Warrant)
----------------------------------------
(Street Address)
----------------------------------------
(City) (State) (Zip Code)
Signed in the presence of:
----------------------------------------
(Signature of Transferee)
----------------------------------------
(Street Address)
----------------------------------------
(City) (State) (Zip Code)
Signed in the presence of:
-----------------------
(1) Insert here the number of shares called for on the face of this Warrant (or,
in the case of a partial exercise, the portion thereof as to which this Warrant
is being exercised), in either case without making any adjustment of shares of
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of this Warrant, may be delivered upon
exercise. In the case of a partial exercise, a new Warrant or Warrants will be
issued and delivered, representing the unexercised portion of the Warrant, to
the holder surrendering the Warrant.
14
