Exhibit 4.4
DELTA MUTUAL, INC.
COMMON STOCK PURCHASE WARRANT
(Void after March 31, 2006)
DM-2004-W-00-0
This is to certify that, for value received and subject to the conditions herein
set forth, _________________, (the "Warrantholder") is entitled to purchase, at
a price per share of Ten Cents ($0.10) per share, _______________ (0,000) shares
of common stock, par value $0.0001 per share (the "Common Stock"), of Delta
Mutual, Inc., a Delaware corporation (the "Company"), subject to adjustment as
provided below (such shares purchasable upon exercise of this Warrant are herein
called the "Warrant Stock"). This Warrant, in all events, shall be wholly void
and of no effect after March 31, 2006. The amount per share specified above, as
adjusted from time to time pursuant to the provisions hereinafter set forth, is
herein called the "Purchase Price." This Warrant may be exercised anytime after
its issuance. In the event of an exercise of this Warrant, the Warrant holder
shall surrender this Warrant to the Company with payment of the Purchase Price
(the date of such surrender being herein referred to as the "Date of Exercise").
1. By acceptance of this Warrant, the Warrantholder agrees, for itself and all
subsequent holders, that prior to making any disposition of this Warrant or any
Warrant Stock, the Warrantholder shall give written notice to the Company
describing briefly the manner in which any such proposed disposition is to be
made; and no such disposition shall be made unless and until (i) the Company has
received an opinion of counsel satisfactory to it to the effect that no
registration under the Securities Act of 1933, as amended (the "Act"), is
required with respect to such disposition; or (ii) a registration statement with
respect to the Warrant or the Warrant Stock has been filed by the Company and
declared effective by the Securities and Exchange Commission (the "Commission").
2. (a) If outstanding shares of the Company's Common Stock shall be subdivided
into a greater number of shares thereof or a dividend in Common Stock shall be
paid in respect of Common Stock, the Purchase Price in effect immediately prior
to such subdivision or at the record date of such dividend shall simultaneously
with the effectiveness of such subdivision or immediately after the record date
of such dividend be proportionately reduced and conversely, if outstanding
shares of Common Stock shall be combined into a smaller number of shares
thereof, the Purchase Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased. When any adjustment is required to be made in the
Purchase Price, the number of shares of Common Stock purchasable upon the
exercise of this Warrant shall be changed to the number determined by dividing
(i) an amount equal to the number of shares issuable pursuant to the exercise of
this Warrant immediately prior to such adjustment multiplied by the Purchase
Price in effect immediately prior to such adjustment, by (ii) the Purchase Price
in effect immediately after such adjustment.
(b) If there shall occur any capital reorganization or reclassification
of the Company's Common Stock (other than a change in par value or a subdivision
or combination as provided for in subparagraph (a) above), or any consolidation
or merger of the Company with or into another corporation, or in the case of any
sale, transfer or other disposition to another person, corporation or other
entity of all or substantially all the property, assets, business and good will
of the Company as an entirety, then, as part of any such reorganization,
reclassification, consolidation, merger, sale, transfer or other disposition, as
the case may be, lawful provision shall be made so that the registered owner of
this Warrant shall have the right thereafter to receive upon the exercise hereof
the kind and amount of shares of stock or other securities or property which
said registered owner would have been entitled to receive if, immediately prior
to any such reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition, as the case may be, said registered owner had
held the number of shares of Common Stock which were then purchasable upon the
exercise of this Warrant. In any such case, appropriate adjustment (as
determined by the Board of Directors of the Company) shall be made in the
application of the provisions set forth herein with respect to the rights and
interests thereafter of the registered owner of this Warrant such that the
provisions set forth herein (including provisions with respect to adjustment of
the Purchase Price) shall thereafter be applicable, as nearly as is reasonably
practicable, in relation to any shares of stock or other securities or property
thereafter deliverable upon the exercise of this Warrant.
(c) In case the Company shall declare a dividend upon shares of Common
Stock payable otherwise than out of earnings or earned surplus and otherwise
than in shares of Common Stock or in stock or obligations directly or indirectly
convertible into or exchangeable for Common Stock, the Warrantholder shall, upon
exercise of this Warrant in whole or in part, be entitled to purchase, in
addition to the number of shares of Common Stock deliverable upon such exercise
against payment of the Purchase Price therefor, but without further
consideration, the cash, stock or other securities or property which the holder
of Warrant would have received as dividends (otherwise than out of such earnings
or earned surplus and otherwise than in shares of Common Stock or in such
convertible or exchangeable stock or obligations), if continuously since the
date set forth above such holder (i) had been the holder of record of the number
of shares of Common Stock deliverable upon such exercise and (ii) had retained
all dividends in stock or other securities (other than shares of Common Stock or
such convertible or exchangeable stock or obligations) paid or payable in
respect of said number of shares of Common Stock or in respect of any such stock
or other securities so paid or payable as such dividends. For purposes of this
subparagraph (c), a dividend payable otherwise than in cash shall be considered
to be payable out of earnings or earned surplus and shall be charged in an
amount equal to the fair value of such dividend as determined by the Board of
Directors of the Company.
(d) In case at any time:
(i) the Company shall pay any cash or stock dividend upon its Common Stock
or make any distribution to the holders of its Common Stock; or
(ii) the Company shall offer for subscription pro rata to the holders of
its Common Stock any additional shares of stock of any class or any other
rights; or
(iii) the Company shall effect any capital reorganization or any
reclassification of or change in the outstanding capital stock of the Company
(other than a stock split, a change in par value, or a change resulting solely
from a subdivision or combination of outstanding shares of Common Stock), or any
consolidation or merger, or any sale, transfer or other disposition of all or
substantially all its property, assets, business and good will as an entirety,
or the liquidation, dissolution or winding up of the Company; or
(iv) the Company shall declare a dividend upon shares of its Common Stock
payable otherwise than out of earnings or earned surplus or otherwise than in
shares of Common Stock or any stock or obligations directly or indirectly
convertible into or exchangeable for Common Stock; then, in any such case, the
Company shall cause at least fifteen (15) days' prior notice thereof to be
furnished to the Warrantholder at the address of such holder shown on the books
of the Company. Such notice shall also specify the date on which the books of
the Company shall close, or a record be taken, for such stock dividend,
distribution or subscription rights, or the date on which such reclassification,
reorganization, consolidation, merger, sale, transfer, disposition, liquidation,
dissolution, winding up, or dividend, as the case may be, shall take place, and
the date of participation therein by the holders of Common Stock if any such
date is to be fixed, and shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action on the
rights of the Warrantholder.
(e) When any adjustment is required to be made in the Purchase Price,
the Company shall promptly mail to the Warrantholder a certificate setting forth
the Purchase Price after such adjustment and setting forth a brief statement of
the facts requiring such adjustment. Such certificate shall also set forth the
kind and amount of stock or other securities or property into which this Warrant
shall be exercisable following the occurrence of any of the events specified in
subparagraphs (b) or (c) above.
(f) The Company will, at the request of the Warrantholder, within 120
days after the end of each of its fiscal years, mail to the registered holder of
this Warrant at the address of such holder shown on the books of the Company a
certificate (if the Company has engaged independent public accountants, such
certificate shall be prepared by such independent public accountants) (i)
specifying the Purchase Price in effect as of the end of such fiscal year and
the number of shares of Common Stock, or the kind and amount of any securities
or property other than Common Stock purchasable by the holder of this Warrant
and (ii) setting forth in reasonable detail the facts requiring any adjustments
made during such fiscal year.
3. The Company agrees that (i) a number of shares of Common Stock and other
securities and property sufficient to provide for the exercise of this Warrant
upon the basis hereinbefore set forth shall at all times during the term of
Warrant be reserved for the exercise hereof, and (ii) during the term of this
Warrant, it will keep current in filing any forms and other materials required
to be filed with the Commission pursuant to the Act and the Securities Exchange
Act of 1934, as amended.
4. Exercise may be made of all or any part of this Warrant by surrendering it,
with the purchase form provided for herein duly executed by the registered owner
hereof or by the holder's duly authorized attorney, at the principal office of
the Company, or at such other office or agency as the Company may designate,
accompanied by payment in full, in lawful money of the United States, of the
Purchase Price payable in respect of the Warrant Stock as to which this Warrant
is being exercised, as provided in the first paragraph of this Warrant. If this
Warrant is exercised as to less than all of the Warrant Stock, the Company will,
upon such exercise, execute and deliver to the registered owner hereof a new
Warrant (dated the date hereof) to purchase the Warrant Stock as to which this
Warrant was not so exercised. Notwithstanding anything herein to the contrary,
each certificate for Warrant Stock issued hereunder shall bear a legend reading
substantially as follows (unless the Company receives an opinion of counsel
satisfactory to it that such a legend is not required in order to assure
compliance with the Act).
The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or
the securities laws of any State. These shares may not be
sold, transferred, assigned or hypothecated unless there is an
effective registration statement under such act covering such
shares or the company receives an opinion of counsel for the
holder of these shares reasonably satisfactory to the company,
stating that such sale, transfer, assignment or hypothecation
is exempt from the registration and prospectus delivery
requirements of such act and from registration or
qualification requirements of applicable State securities
laws.
5. All shares of Common Stock or other securities delivered upon the exercise of
this Warrant shall be validly issued, fully paid and nonassessable and the
Company will pay all taxes, if any, in respect of the issuance thereof upon
exercise of this Warrant.
6. (a) Subject to the provisions of Paragraph 1 hereof, this Warrant and all
rights hereunder are transferable on the books of the Company, upon surrender of
this Warrant, with the form of assignment attached hereto duly executed by the
registered holder hereof or by his attorney duly authorized in writing, to the
Company at its principal office hereinabove referred to, and thereupon there
shall be issued in the name of the transferee or transferees, in exchange for
this Warrant, a new warrant or warrants or like tenor and date, representing in
the aggregate the right to subscribe for and purchase the number of shares which
may be subscribed for and purchased hereunder.
(b) If this Warrant shall be lost, stolen, mutilated or destroyed, the
Company, on such terms as to indemnify or otherwise as it may in its discretion
reasonably impose, shall issue a new warrant of like denomination, tenor and
date as this Warrant so lost, stolen, mutilated or destroyed. Any such new
warrant shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated or destroyed warrant shall
be at any time enforceable by anyone.
(c) The Company may deem and treat the registered holder of this
Warrant as the absolute owner of this Warrant for all purposes and shall not be
affected by any notice to the contrary.
(d) This Warrant, including all the rights and obligations granted to
the Warrantholder hereunder, shall be specifically enforceable against the
Company by the Warrantholder, in addition to and not by way of substitution for,
any other remedies available to the Warrantholder, at law or in equity.
7. The Warrantholder shall not, by virtue of ownership of this Warrant, be
entitled to any rights whatsoever of a shareholder of the Company, but shall,
upon written request to the Company, be entitled to receive quarterly or annual
reports, or any other reports to shareholders of the Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed as of
September 20, 2004, by its duly authorized officer.
DELTA MUTUAL, INC.
By:______________________________
Xxxxx X. Xxxxx, President and CEO
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right to purchase
__________________ shares of Common Stock of Delta Mutual, Inc., the Company
represented by this Warrant, and requests that certificates for such shares
shall be issued in the name of
_________________________________________________________________Name
_________________________________________________________________Address
_________________________________________________________________
Social Security or other identifying number
and be delivered to
_________________________________________________________________Name
_________________________________________________________________Address
and if said number of shares of Common Stock shall not be all the shares
evidenced by this Warrant, that a new Warrant certificate for the balance of
such shares be registered in the name of, and delivered to, the undersigned at
the address stated below.
Dated: , 200_
Name of Warrantholder:__________________________________________
Address:________________________________________________________
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Signature:______________________________________________________
ASSIGNMENT
(To be executed by the registered holder
if he desires to transfer the Warrant)
FOR VALUE RECEIVED, ___________________________ hereby sells, assigns and
transfers unto ______________________ the right to purchase
______________________________ shares of Common Stock of Delta Mutual, Inc.
evidenced by the attached Warrant and does hereby irrevocably constitute and
appoint __________________________________________ attorney to transfer the said
Warrant on the books of the Company, with full power of substitution.
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Signature
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Name of Registered Holder
(Print)
In the presence of:
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Address:
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NOTICE: The signature to the foregoing Assignment must correspond to the name as
written upon the face of the attached Warrant in every particular, without
alteration or enlargement or any change whatsoever.
