CLASS B WARRANT AGREEMENT
CLASS
B
WARRANT AGREEMENT
CLASS
B
WARRANT AGREEMENT (“Agreement”),
dated
as of _____, 2006, by and between Elderwatch, Inc., a Florida corporation (the
“Company”),
and
________ (“Warrantholder”).
Certain capitalized terms used herein are defined in Section 14
hereof.
In
consideration of the mutual terms, conditions, representations, warranties
and
agreements herein set forth, and for other good and valuable consideration,
the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
| Section 1. |
Issuance
of Warrants; Redemption of Warrants.
|
The
Company hereby issues and grants to Warrantholder ____ Class
B
Warrants (“Warrants”)
to
purchase one (1) share of common stock of the Company (the “Common
Stock”)
per
each Warrant. Commencing on the date hereof (the “Warrant
Commencement Date”),
and
terminating on June 30, 2009 (the “Warrant
Expiration Date”),
the
holder shall have the right, subject to the satisfaction of the conditions
to
exercise set forth in Section 7 of this Agreement, to purchase one (1) share
of
Common Stock per each Warrant (the shares of Common Stock issuable upon exercise
of the Warrants being collectively referred to herein as the “Warrant
Shares”)
at an
exercise price of $0.30 per Warrant Share (the “Exercise
Price”).
The
number of Warrant Shares issuable on exercise of each Warrant and the Exercise
Price are all subject to adjustment pursuant to Section 8 of this Agreement.
Notwithstanding
anything contained herein to the contrary, the Warrantholder agrees and
acknowledges that at any time prior to its exercise of the Warrants in
accordance with Section 7 below, the Company shall have the right, in its sole
and absolute discretion, to redeem the Warrants, in whole or in part, at a
redemption price of $0.05 per Warrant. In order to exercise such right, the
Company shall send a notice to the Warrantholder along with the applicable
redemption price (depending on the number of Warrants held by the Warrantholder
that the Company is redeeming), whereupon said number of Warrants held by the
Warrantholder shall be automatically terminated and have no further force and
effect. The Company may exercise this redemption right as many times it desires
prior to the Warrant Expiration Date.
| Section 2. |
Form
of Warrant Certificates.
|
Promptly
after the execution and delivery of this Agreement by the parties hereto, the
Company may, in its sole and absolute discretion, cause to be executed and
delivered to Warrantholder one or more certificates evidencing the Warrants
(the
“Warrant
Certificates”).
Each
Warrant Certificate delivered hereunder shall be substantially in the form
set
forth in Exhibit
A
attached
hereto and may have such letters, numbers or other identification marks and
legends, summaries or endorsements printed thereon as the Company may deem
appropriate and that are not inconsistent with the terms of this Agreement
or as
may be required by applicable law, rule or regulation. Each Warrant Certificate
shall be dated the date of execution by the Company.
| Section 3. |
Execution
of Warrant Certificates.
|
Each
Warrant Certificate delivered hereunder shall be signed on behalf of the Company
by at least one of the following: its Chief Executive Officer, President, Vice
President, Secretary or Assistant Secretary. Each such signature may be in
the
form of a facsimile thereof and may be imprinted or otherwise reproduced on
the
Warrant Certificates.
If
any
officer of the Company who signed any Warrant Certificate ceases to be an
officer of the Company before the Warrant Certificate so signed shall have
been
delivered by the Company, such Warrant Certificate nevertheless may be delivered
as though such person had not ceased to be such officer of the
Company.
| Section 4. |
Registration.
|
Warrant
Certificates shall be issued in registered form only. The Company will keep
or
cause to be kept books for registration of ownership and transfer of each
Warrant Certificate issued pursuant to this Agreement. Each Warrant Certificate
issued pursuant to this Agreement shall be numbered by the Company and shall
be
registered by the Company in the name of the holder thereof (initially the
Warrantholder). The Company may deem and treat the registered holder of any
Warrant Certificate as the absolute owner thereof (notwithstanding any notation
of ownership or other writing thereon made by anyone) for the purpose of any
exercise thereof and for all other purposes, and the Company shall not be
affected by any notice to the contrary.
| Section 5. |
No
Transfers.
|
No
Warrant may be sold, pledged, hypothecated, assigned, conveyed, transferred
or
otherwise disposed of.
| Section 6. |
Mutilated
or Missing Warrant Certificates.
|
If
any
Warrant Certificate is mutilated, lost, stolen or destroyed, the Company shall
issue, upon surrender and cancellation of any mutilated Warrant Certificate,
or
in lieu of and substitution for any lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate of like tenor and representing an equal
number of Warrants. In the case of a lost, stolen or destroyed Warrant
Certificate, a new Warrant Certificate shall be issued by the Company only
upon
the Company’s receipt of reasonably satisfactory evidence of such loss, theft or
destruction and, if requested, an indemnity or bond reasonably satisfactory
to
the Company.
| Section 7. |
Exercise
of Warrants.
|
A. Exercise.
Subject
to the terms and conditions set forth in this Section 7, Warrants may be
exercised, in whole or in part (but not as to any fractional part of a Warrant),
at any time or from time to time on and after the Warrant Commencement Date
and
on or prior to 5:00 p.m., Eastern time, on the Warrant Expiration
Date.
In
order
to exercise any Warrant, Warrantholder shall deliver to the Company at its
office referred to in Section 15 the following: (i) a written notice
in the form of the Election to Purchase appearing at the end of the form of
Warrant Certificate attached as Exhibit A
hereto
of such Warrantholder’s election to exercise the Warrants, which notice shall
specify the number of such Warrantholder’s Warrants being exercised;
(ii) the Warrant Certificate or Warrant Certificates, if any, evidencing
the Warrants being exercised; and (iii) payment of the aggregate Exercise
Price.
All
rights of Warrantholder with respect to any Warrant that has not been exercised,
on or prior to 5:00 p.m., Eastern time, on the Warrant Expiration Date shall
immediately cease and such Warrants shall be automatically cancelled and
void.
-2-
B. Payment
of Exercise Price.
Payment
of the Exercise Price with respect to Warrants being exercised hereunder shall
be made by the payment to the Company, in cash, by check or wire transfer,
of an
amount equal to the Exercise Price multiplied by the number of Warrants then
being exercised.
C. Payment
of Taxes.
The
Company shall be responsible for paying any and all issue, documentary, stamp
or
other taxes that may be payable in respect of any issuance or delivery of
Warrant Shares on exercise of a Warrant. Notwithstanding anything contained
herein to the contrary, the Warrantholder shall be responsible for all taxes
that may be due and payable by the Warrantholder as a result of the issuance
of
this Warrant to the Warrantholder or as a result of the issuance of the Warrant
Shares upon due exercise hereof.
D. Delivery
of Warrant Shares.
Upon
receipt of the items referred to in Section 7A, the Company shall, as promptly
as practicable, execute and deliver or cause to be executed and delivered,
to or
upon the written order of Warrantholder, and in the name of Warrantholder or
Warrantholder’s designee, a stock certificate or stock certificates representing
the number of Warrant Shares to be issued on exercise of the Warrant(s). If
the
Warrant Shares shall in accordance with the terms thereof have become
automatically convertible into shares of the Company’s Common Stock prior to the
time a Warrant is exercised, the Company shall in lieu of issuing shares of
Common Stock, issue to the Warrantholder or its designee on exercise of such
Warrant, a stock certificate or stock certificates representing the number
of
shares of Common Stock into which the Warrant Shares issuable on exercise of
such Warrant are convertible. The certificates issued to Warrantholder or its
designee shall bear any restrictive legend required under applicable law, rule
or regulation. The stock certificate or certificates so delivered shall be
registered in the name of Warrantholder or such other name as shall be
designated in said notice. A Warrant shall be deemed to have been exercised
and
such stock certificate or stock certificates shall be deemed to have been
issued, and such holder or any other Person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all
purposes, as of the date that such notice, together with payment of the
aggregate Exercise Price and the Warrant Certificate or Warrant Certificates
evidencing the Warrants to be exercised, is received by the Company as
aforesaid. If the Warrants evidenced by any Warrant Certificate are exercised
in
part, the Company shall, at the time of delivery of the stock certificates,
deliver to the holder thereof a new Warrant Certificate evidencing the Warrants
that were not exercised or surrendered, which shall in all respects (other
than
as to the number of Warrants evidenced thereby) be identical to the Warrant
Certificate being exercised. Any Warrant Certificates surrendered upon exercise
of Warrants shall be canceled by the Company.
| Section 8. |
Adjustment
of Number of Warrant Shares Issuable Upon Exercise of a Warrant and
Adjustment of Exercise Price.
|
A. Adjustment
for Stock Splits, Stock Dividends, Recapitalizations.
The
number of Warrant Shares issuable upon exercise of each Warrant and the Exercise
Price shall each be proportionately adjusted to reflect any stock dividend,
stock split, reverse stock split, recapitalization or the like affecting the
number of outstanding shares of Common Stock that occurs after the date hereof.
-3-
B. Adjustments
for Reorganization, Consolidation, Merger.
If
after the date hereof, the Company (or any other entity, the stock or other
securities of which are at the time receivable on the exercise of the Warrants),
consolidates with or merges into another entity or conveys all or substantially
all of its assets to another entity, then, in each such case, Warrantholder,
upon any permitted exercise of a Warrant (as provided in Section 7), at any
time
after the consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled to receive, in lieu
of
the stock or other securities and property receivable upon the exercise of
the
Warrant prior to such consummation, the stock or other securities or property
to
which such Warrantholder would have been entitled upon the consummation of
such
reorganization, consolidation, merger or conveyance if such Warrantholder had
exercised the Warrant immediately prior thereto, all subject to further
adjustment as provided in this Section 8. The successor or purchasing entity
in
any such reorganization, consolidation, merger or conveyance (if other than
the
Company) shall duly execute and deliver to Warrantholder a written
acknowledgment of such entity’s obligations under the Warrants and this
Agreement.
Upon
completion by the Company of its reincorporation from Florida to Nevada, the
Warrant Shares referred to herein shall be those issued by the surviving entity
in such transaction.
C. Notice
of Certain Events.
Upon
the
occurrence of any event resulting in an adjustment in the number of Warrant
Shares (or other stock or securities or property) receivable upon the exercise
of the Warrants or the Exercise Price, the Company shall promptly thereafter
(i)
compute such adjustment in accordance with the terms of the Warrants, (ii)
prepare a certificate setting forth such adjustment and showing in detail the
facts upon which such adjustment is based, and (iii) mail copies of such
certificate to Warrantholder.
| Section 9. |
Reservation
of Shares.
|
The
Company shall at all times reserve and keep available, free from preemptive
rights, out of the aggregate of its authorized but unissued Common Stock, or
its
authorized and issued Common Stock held in its treasury, the aggregate number
of
the Warrant Shares deliverable upon the exercise of all outstanding Warrants,
for the purpose of enabling it to satisfy any obligation to issue the Warrant
Shares upon the due and punctual exercise of the Warrants, through 5:00 p.m.,
Eastern time, on the Warrant Expiration Date.
| Section 10. |
No
Impairment.
|
The
Company shall not, by amendment of its certificate of incorporation or bylaws,
or through reorganization, consolidation, merger, dissolution, issuance or
sale
of securities, sale of assets or any other voluntary action, willfully avoid
or
seek to avoid the observance or performance of any of the terms of the Warrants
or this Agreement, and shall at all times in good faith assist in the carrying
out of all such terms and in the taking of all such actions as may be necessary
or appropriate in order to protect the rights of Warrantholder under the
Warrants and this Agreement against wrongful impairment. Without limiting the
generality of the foregoing, the Company: (i) shall not set or increase the
par
value of any Warrant Shares above the amount payable therefor upon exercise,
and
(ii) shall take all actions that are necessary or appropriate in order that
the
Company may validly and legally issue fully paid and nonassessable Warrant
Shares upon the exercise of the Warrants.
| Section 11. |
Representations
and Warranties of Warrantholder.
|
Warrantholder
represents and warrants to the Company that, on the date hereof and on the
date
the Warrantholder exercises the Warrant pursuant to the terms of this
Agreement:
(i) All
the
representations and warranties made by the Warrantholder in the Subscription
Agreement between the Company and the Warrantholder shall be true, accurate
and
complete as of the date the Warrantholder exercises the Warrant.
-4-
(ii) Warrantholder
understands that the Warrants and the Warrant Shares have not been registered
under the Securities Act and acknowledges that the Warrants and the Warrant
Shares must be held indefinitely unless they are subsequently registered under
the Securities Act or an exemption from such registration becomes available.
(iii) Warrantholder
is acquiring the Warrants for Warrantholder’s own account for investment and not
with a view to, or for sale in connection with, any distribution
thereof.
| Section 12. |
No
Rights or Liabilities as Stockholder.
|
No
holder, as such, of any Warrant Certificate shall be entitled to vote, receive
dividends or be deemed the holder of Common Stock which may at any time be
issuable on the exercise of the Warrants represented thereby for any purpose
whatever, nor shall anything contained herein or in any Warrant Certificate
be
construed to confer upon the holder of any Warrant Certificate, 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 or change of stock to no par value, consolidation, merger, conveyance
or otherwise), or to receive notice of meetings or other actions affecting
stockholders or to receive dividend or subscription rights, or otherwise, until
such Warrant Certificate shall have been exercised in accordance with the
provisions hereof and the receipt and collection of the Exercise Price and
any
other amounts payable upon such exercise by the Company. No provision hereof,
in
the absence of affirmative action by Warrantholder to purchase Warrant Shares
shall give rise to any liability of such holder for the Exercise Price or as
a
stockholder of the Company, whether such liability is asserted by the Company
or
by creditors of the Company.
| Section 13. |
Fractional
Interests.
|
The
Company shall not be required to issue fractional shares of Common Stock upon
exercise of the Warrants or to distribute certificates that evidence fractional
shares of Common Stock. If any fraction of a Warrant Share would, except for
the
provisions of this Section 13, be issuable on the exercise of a Warrant, the
number of Warrant Shares to be issued by the Company shall be rounded to the
nearest whole number, with one-half or greater being rounded up.
| Section 14. |
Definitions.
|
Unless
the context otherwise requires, the terms defined in this Section 14,
whenever used in this Agreement shall have the respective meanings hereinafter
specified and words in the singular or in the plural shall each include the
singular and the plural and the use of any gender shall include all
genders.
“Business
Day”
shall
mean any day on which banking institutions are generally open for business
in
Nevada.
“Common
Stock”
means
the common stock of the Company.
“Exercise
Price”
shall
be the price per Warrant Share at which Warrantholder is entitled to purchase
Warrant Shares upon exercise of any Warrant determined in accordance with
Section 7 and subject to adjustment as provided in Sections 8 and 16
hereof.
-5-
“Person”
shall
mean any corporation, association, partnership, limited liability company,
joint
venture, trust, organization, business, individual, government or political
subdivision thereof or governmental body.
“Securities
Act”
shall
mean the Securities Act of 1933, as amended, or any similar federal statute
as
at the time in effect, and any reference to a particular section of such Act
shall include a reference to the comparable section, if any, of such successor
federal statute.
| Section 15. |
Notices.
|
All
notices, consents, requests, waivers or other communications required or
permitted under this Agreement (each a “Notice”)
shall
be in writing and shall be sufficiently given (a) if hand delivered,
(b) if sent by nationally recognized overnight courier, or (c) if sent
by registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
if
to the
Company:
Elderwatch,
Inc.
_______________
_______________
Attn:
President
if
to
Warrantholder:
________________
________________
________________
or
such
other address as shall be furnished by any of the parties hereto in a Notice.
Any Notice shall be deemed given upon receipt.
| Section 16. |
Supplements,
Amendments and Waivers.
|
This
Agreement may be supplemented or amended only by a subsequent writing signed
by
each of the parties hereto (or their successors or permitted assigns), and
any
provision hereof may be waived only by a written instrument signed by the party
charged therewith.
| Section 17. |
Successors
and Assigns.
|
Except
as
otherwise provided herein, the provisions of this Agreement shall be binding
upon and inure to the benefit of and be enforceable by the successors and
permitted assigns of the parties hereto. Warrants issued under this Agreement
may be assigned by Warrantholder only to the extent such assignment satisfies
the restrictions on transfer set forth in this Agreement; any attempted
assignment of Warrants in violation of the terms hereof shall be void
ab
initio.
-6-
| Section 18. |
Termination.
|
This
Agreement (other than Sections 7C, 11, and Sections 15 through 26,
inclusive, and all related definitions, all of which shall survive such
termination) shall terminate on the earlier of (i) the Warrant Expiration Date
and (ii) the date on which all Warrants have been exercised by the Warrantholder
or redeemed by the Company.
| Section 19. |
Governing
Law; Jurisdiction.
|
A. Governing
Law.
This
Agreement and each Warrant Certificate issued hereunder shall be governed by
and
construed in accordance with the laws of the state of Nevada and the federal
laws of the United States applicable herein.
B. Submission
to Jurisdiction.
Each
party to this Agreement hereby irrevocably and unconditionally submits, for
itself and its property, to the jurisdiction of the state of Nevada, and any
appellate court from any thereof, in respect of actions brought against it
as a
defendant, in any action, suit or proceeding arising out of or relating to
this
Agreement or the Warrant Certificates and Warrants to be issued pursuant hereto,
or for recognition or enforcement of any judgment, and each of the parties
hereto hereby irrevocably and unconditionally agrees that all claims in respect
of any such action, suit or proceeding may be heard and determined in such
courts. Each of the parties hereto agrees that a final judgment in any such
action, suit or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.
C. Venue.
Each
party hereto irrevocably and unconditionally waives, to the fullest extent
it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any action, suit or proceeding arising out of
or
relating to this Agreement, or the Warrant Certificates and Warrants to be
issued pursuant hereto, in any court referred to in this Subsection B. Each
of
the parties hereby irrevocably waives, to the fullest extent permitted by law,
the defense of an inconvenient forum to the maintenance of such action, suit
proceeding in any such court and waives any other right to which it may be
entitled on account of its place of residence or domicile.
| Section 20. |
Third
Party Beneficiaries.
|
Each
party intends that this Agreement shall not benefit or create any right or
cause
of action in or on behalf of any Person other than the parties hereto and their
successors and permitted assigns.
| Section 21. |
Headings.
|
The
headings in this Agreement are for convenience only and shall not affect the
construction or interpretation of this Agreement.
| Section 22. |
Entire
Agreement.
|
This
Agreement, together with the Warrant Certificates and Exhibits, and the
Subscription Agreement, dated of even date herewith, by and between the Company
and the Warrantholder, constitute the entire agreement and understanding between
the parties hereto with respect to the subject matter hereof and shall supersede
any prior agreements and understandings between the parties hereto with respect
to such subject matter.
-7-
| Section 23. |
Expenses.
|
Each
of
the parties hereto shall pay its own expenses and costs incurred or to be
incurred in negotiating, closing and carrying out this Agreement and in
consummating the transactions contemplated herein, except as otherwise expressly
provided for herein.
| Section 24. |
Neutral
Construction.
|
The
parties to this Agreement agree that this Agreement was negotiated fairly
between them at arm’s length and that the final terms of this Agreement are the
product of the parties’ negotiations. Each party represents and warrants that it
has sought and received legal counsel of its own choosing with regard to the
contents of this Agreement and the rights and obligations affected hereby.
The
parties agree that this Agreement shall be deemed to have been jointly and
equally drafting by them, and that the provisions of this Agreement therefore
should not be construed against a party or parties on the grounds that such
party or parties drafted or was more responsible for the drafting of any such
provision(s).
| Section 25. |
Representations
and Warranties.
|
The
Company hereby represents and warrants to the Warrantholder that:
(a) the
Company has all requisite corporate power and authority to (i) execute and
deliver this Agreement and (ii) issue and sell the Common Stock upon the
conversion thereof and carry out provisions of this Agreement. All corporate
action on the part of the Company, its officers, directors and stockholders
necessary for the authorization, execution and delivery of this Agreement,
the
performance of all obligations of the Company hereunder, and the authorization
(or reservation for issuance), sale and issuance of the Common Stock to be
sold
hereunder has been taken or will be taken prior to the date hereof;
(b) this
Agreement constitutes a valid and legally binding obligation of the Company,
enforceable in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws relating
to
application affecting enforcement of creditor’s rights generally and (ii) as
limited by laws relating to the availability of specific performance, injunctive
relief of other equitable remedies;
(c) the
Common Stock issuable upon the conversion thereof that is being purchased
hereunder, when issued, sold and delivered in accordance with the terms of
this
Agreement for the consideration expressed herein, will be duly and validly
issued, fully paid and nonassessable and will be free of restrictions on
transfer, other than restrictions on transfer under applicable state and federal
securities laws;
(d) subject
in part to the truth and accuracy of Warrantholder’s representations set forth
in Section 11 of this Agreement, the offer, sale and issuance of the Common
Stock issuable upon the conversion thereof as contemplated by this Agreement
are
exempt from the registration requirements of the Securities Act and the
qualification or registration requirements of any state securities or other
applicable blue sky laws; and
(e) the
execution, delivery and performance of this Agreement and the consummation
of
the transactions contemplated hereby will not result in any such violation,
or
be in conflict with or constitute, with or without the passage of time and
giving of notice, either a default under any such provision or an event that
results in creation of any lien, charge or encumbrance upon any assets of the
Company or the suspension, revocation, impairment, forfeiture or nonremoval
of
any material permit, license, authorization or approval applicable to the
Company, its business or operations or any of its assets or
properties.
-8-
| Section 26. |
Counterparts.
|
This
Agreement may be executed in counterparts and by facsimile and each such
counterpart shall for all purposes be deemed to be an original, and all such
counterparts shall together constitute but one and the same
instrument.
-9-
IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
ELDERWATCH,
INC.
|
By:
|
_______________________________ |
|
Name:
|
|
Title:
|
|
By:
|
_______________________________ |
|
Name:
|
|
Title:
|
-10-
EXHIBIT A
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH SUCH ACT AND
LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS
AND CONDITIONS OF, AND MAY ONLY BE TRANSFERRED IN ACCORDANCE WITH, A CLASS
B
WARRANT AGREEMENT BETWEEN ELDERWATCH, INC. AND THE HOLDER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON
WRITTEN REQUEST TO THE COMPANY.
| NO. ________ |
________
CLASS B
WARRANTS
|
FORM
OF
Class
B Warrant Certificate
ELDERWATCH,
INC.
This
Warrant Certificate certifies that _____________, a ____________________, is
the
registered holder of _______ Class B Warrants (the “Warrantholder”)
to
purchase shares (the “Warrant
Shares”)
of
Common Stock of Elderwatch, Inc. (the “Company”).
Each
Warrant entitles the holder, subject to the satisfaction of the conditions
to
exercise set forth in Section 7 of the Warrant Agreement referred to below,
to
purchase from the Company at any time or from time to time on and after the
date
hereof (the “Warrant
Commencement Date”)
and
terminate on or prior to 5:00 p.m., Eastern time, on June 30, 2009 (the
“Warrant
Expiration Date”)
one
fully paid and nonassessable Warrant Share at the Exercise Price set forth
in
the Warrant Agreement. The number of Warrant Shares for which each Warrant
is
exercisable and the Exercise Price are subject to adjustment as provided in
the
Warrant Agreement.
The
Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants to purchase Warrant Shares and are issued pursuant
to a Class B Warrant Agreement, dated as of ________, 2006 (the “Warrant
Agreement”),
between the Company and ___________, which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations,
duties and immunities thereunder of the Company and Warrantholder.
The
Warrants may be redeemed, in whole or in part, by the Company in accordance
with
the terms of the Warrant Agreement at a redemption price of $0.05 per
Warrant.
Warrantholder
may exercise vested Warrants by surrendering this Warrant Certificate, with
the
Election to Purchase attached hereto properly completed and executed, together
with payment of the aggregate Exercise Price, at the offices of the Company
specified in Section 15 of the Warrant Agreement. If upon any exercise of
Warrants evidenced hereby the number of Warrants exercised shall be less than
the total number of Warrants evidenced hereby, there shall be issued to the
holder hereof or its assignee a new Warrant Certificate evidencing the
number of Warrants not exercised.
This
Warrant Certificate, when surrendered at the offices of the Company specified
in
Section 15 of the Warrant Agreement, by the registered holder thereof in person,
by legal representative or by attorney duly authorized in writing, may be
exchanged, in the manner and subject to the limitations provided in the Warrant
Agreement, for one or more other Warrant Certificates of like tenor evidencing
in the aggregate a like number of Warrants.
The
Company may deem and treat the registered holder hereof as the absolute owner
of
this Warrant Certificate (notwithstanding any notation of ownership or other
writing hereon made by anyone), for the purpose of any exercise hereof and
for
all other purposes, and the Company shall not be affected by any notice to
the
contrary.
WITNESS
the signatures of the duly authorized officers of the Company.
Dated:
___________ ___, 2006
ELDERWATCH,
INC.
By:
____________________________
Name:
Title:
1-ii
FORM
OF
Election
to Purchase
The
undersigned hereby irrevocably elects to exercise _________ of the Class B
Warrants evidenced by the attached Warrant Certificate to purchase Warrant
Shares, and herewith tenders (or is concurrently tendering) payment for such
Warrant Shares in an amount determined in accordance with the terms of the
Warrant Agreement. The undersigned requests that a certificate representing
such
Warrant Shares be registered in the name of _____________ ,
whose
address is _________________________________ and
that
such certificate be delivered to __________________,
whose
address is _____________________________.
If said
number of Warrants is less than the number of Warrants evidenced by the Warrant
Certificate (as calculated pursuant to the Warrant Agreement), the undersigned
requests that a new Warrant Certificate evidencing the number of Warrants
evidenced by this Warrant Certificate that are not being exercised be registered
in the name of __________________,
whose
address is _________________ and
that
such Warrant Certificate be delivered to ______________,
whose
address is ________________________________. .
Dated:
,
Name
of
holder of Warrant Certificate:
__________________________________
__________________________________
(Please
Print)
Address:
___________________________
___________________________
Federal
Tax ID No.: ________________________
Signature:
_______________________________
Note:
The
above
signature must correspond with the name as written in the first sentence of
the
attached Warrant Certificate in every particular, without alteration or
enlargement or any change whatever, and if the certificate evidencing the
Warrant Shares or any Warrant Certificate representing Warrants not exercised
is
to be registered in a name other than that in which this Warrant Certificate
is
registered, the signature above must be guaranteed.
Dated:
,
