THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR...
THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT
MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE,
TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE
STATE SECURITIES LAWS.
Warrant
No. K-1
No.
of Shares of Common Stock: 1,800,000
WARRANT
to
Purchase Common Stock of
Sports
Supplement Acquisition Group, Inc.
a
Nevada corporation
THIS WARRANT IS TO CERTIFY THAT Knights
Bridge Capital Group Inc. ("Purchaser"), or its
assigns, is entitled to purchase from Sports Supplement Acquisition Group, Inc.,
a Nevada corporation (the "Company"), 1,800,000
fully paid and nonassessable shares of Common Stock (or any whole number portion
thereof) for an aggregate purchase price of $1,000,000, all on the terms and
conditions hereinafter provided.
Section 1. Certain
Definitions. As used in this Warrant, unless the context
otherwise requires:
"Charter” shall mean
the Certificate of Incorporation of the Company, as in effect from time to
time.
"Common Stock" shall
mean the Company's authorized Common Stock, par value $0.001 per
share.
"Exercise Price" shall
mean the exercise price per share of Common Stock set forth above, as adjusted
from time to time pursuant to Section 3 hereof.
"Securities Act" shall
mean the Securities Act of 1933, as amended.
"Warrant" shall mean
this Warrant and all additional or new warrants issued upon division or
combination of, or in substitution for, this Warrant. All such
additional or new warrants shall at all times be identical as to terms and
conditions and date, except as to the number of shares of Common Stock for which
they may be exercised.
“Warrantholder” shall
mean the Purchaser, as the initial holder of this Warrant, and its nominees,
successors or assigns, including any subsequent holder of this Warrant to whom
it has been legally transferred.
"Warrant Stock" shall
mean the shares of Common Stock purchasable by the holder of this Warrant upon
the exercise of such Warrant.
Section 2. Exercise of
Warrant.
(a) At any time and from
time to time after the dates on which this Warrant shall vest but prior to 90
days from the execution date of this Warrant, (the “Expiration Date"),
the Warrantholder may exercise this Warrant, in whole or from time to time in
part. This Warrant shall vest in full on the date
hereof.
(b)(i) The Warrantholder
shall exercise this Warrant by means of delivering to the Company at its office
identified in Section 14 hereof (i) a written notice of exercise, including the
number of shares of Warrant Stock to be delivered pursuant to such exercise,
(ii) this Warrant and (iii) payment equal to the Exercise Price in accordance
with Section 2(b)(ii). In the event that any exercise shall not be
for all shares of Warrant Stock purchasable hereunder, a new Warrant registered
in the name of the Warrantholder, of like tenor to this Warrant and for the
remaining shares of Warrant Stock purchasable hereunder, shall be delivered to
the Warrantholder within ten (10) days of any such exercise. Such
notice of exercise shall be in the “Subscription Form”
set out at the end of this Warrant.
(ii) The Warrantholder may pay the
Exercise Price to the Company either by cash, certified check or wire
transfer
(c) Upon exercise of this
Warrant and delivery of the Subscription Form with proper payment relating
thereto, the Company shall cause to be executed and delivered to the
Warrantholder a certificate or certificates representing the aggregate number of
fully-paid and nonassessable shares of Common Stock issuable upon such
exercise.
(d) The stock certificate or
certificates for Warrant Stock to be delivered in accordance with this Section 2
shall be in such denominations as may be specified in said notice of exercise
and shall be registered in the name of the Warrantholder or such other name or
names as shall be designated in said notice. Such certificate or
certificates shall be deemed to have been issued and the Warrantholder or any
other person so designated to be named therein shall be deemed to have become
the holder of record of such shares, including to the extent permitted by law
the right to vote such shares or to consent or to receive notice as
stockholders, as of the time said notice is delivered to the Company as
aforesaid.
(e) The Company shall pay
all expenses payable in connection with the preparation, issue and delivery of
stock certificates under this Section 2, including any transfer taxes resulting
from the exercise of the Warrant and the issuance of Warrant Stock
hereunder.
(f) All shares of Common
Stock issuable upon the exercise of this Warrant in accordance with the terms
hereof shall be validly issued, fully paid and nonassessable, and free from all
liens and other encumbrances thereon, other than liens or other encumbrances
created by the Warrantholder.
(g) In no event shall any
fractional share of Common Stock of the Company be issued upon any exercise of
this Warrant. If, upon any exercise of this Warrant, the
Warrantholder would, except as provided in this paragraph, be entitled to
receive a fractional share of Common Stock, then the Company shall deliver in
cash to such holder an amount equal to such fractional interest.
(h) The Company may call
this Warrant on the 55th day
after the execution date of this Warrant. In such event,
Warrantholder shall have 5 business days to
exercise this Warrant according to the terms
hereof.
Section 3. Adjustment of Warrant Stock
and Exercise Price. The Exercise Price and the number and kind
of Warrant Stock purchasable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the happening of certain events as
hereinafter provided. The Exercise Price in effect at any time and the number
and kind of securities purchasable upon exercise of each Warrant shall be
subject to adjustment as follows:
(a) In
case of any consolidation or merger of the Company with another corporation
(other than a merger with another corporation in which the Company is the
surviving corporation and which does not result in any reclassification or
change — other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination —
of outstanding Common Stock issuable upon such exercise), the rights of the
Warrantholder shall be adjusted in the manner described below:
(i) In
the event that the Company is the surviving corporation or is merged into a
wholly owned subsidiary for the purpose of incorporating the Company in a
different jurisdiction, this Warrant shall, without payment of additional
consideration therefor, be deemed modified so as to provide that the
Warrantholder, upon the exercise thereof, shall procure, in lieu of each share
of Common Stock theretofore issuable upon such exercise, the kind and amount of
shares of stock, other securities, money and property receivable upon such
consolidation or merger by the holder of each share of Common Stock, had
exercise of this Warrant occurred immediately prior to such consolidation or merger.
This Warrant (as adjusted) shall be deemed to provide for further adjustments
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 3. The provisions of this clause (i)
shall similarly apply to successive reclassifications, changes, consolidations
and mergers.
(ii) In
the event that the Company is not the surviving corporation (except in the case
of a merger of the Company into a wholly owned subsidiary for the purpose of
incorporating the Company in a different jurisdiction), Warrantholder shall be
given at least fifteen (15) days prior written notice of such transaction and
shall be permitted to exercise this Warrant, to the extent it is exercisable as
of the date of such notice, during this fifteen (15) day
period. Subject to the Company’s and its successor’s obligations
under Section 5, upon expiration of such fifteen (15) day period, this Warrant
and all of Warrantholder's rights hereunder shall terminate.
(b) If
the Company, at any time while this Warrant, or any portion thereof, remains
outstanding and unexpired, by reclassification of securities or otherwise, shall
change any of the securities as to which purchase rights under this Warrant
exist into the same or a different number of securities of any other class or
classes, this Warrant shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of such
change with respect to the securities that were subject to the purchase rights
under this Warrant immediately prior to such reclassification or other change
and the Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 3.
(c) In
case the Company shall (i) pay a dividend or make a distribution on its shares
of Common Stock in shares of Common Stock, (ii) subdivide or classify its
outstanding Common Stock into a greater number of shares, or (iii) combine or
reclassify its outstanding Common Stock into a smaller number of shares, the
Exercise Price in effect at the time of the record date for such dividend or
distribution or of the effective date of such subdivision, combination or
reclassification, shall be proportionally adjusted so that the Warrantholder
exercised after such date shall be entitled to receive the aggregate number and
kind of shares that, if this Warrant had been exercised by such Warrantholder
immediately prior to such date, such Warrantholder would have been entitled to
receive upon such dividend, subdivision, combination or
reclassification. For example, if the Company declares a 2 for 1
stock dividend or stock split and the Exercise Price immediately prior to such
event was $0.75 per share, the adjusted Exercise Price immediately after such
event would be $0.38 per share. Such adjustment shall be made successively
whenever any event listed above shall occur. Whenever the Exercise
Price payable upon exercise of each Warrant is adjusted pursuant to this
subsection (c), the number of shares of Warrant Stock purchasable upon exercise
of this Warrant shall simultaneously be adjusted by multiplying the number of
shares of Warrant Stock initially issuable upon exercise of this Warrant by the
Exercise Price in effect on the date hereof and dividing the product so obtained
by the Exercise Price, as adjusted.
(d) In
the event that at any time, as a result of an adjustment made pursuant to
subsection (a), (b) or (c) above, the Warrantholder thereafter shall become
entitled to receive any Warrant Stock of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in subsections (a), (b) or (c) above.
(e) Irrespective
of any adjustments in the Exercise Price or the number or kind of Warrant Stock
purchasable upon exercise of this Warrant, Warrants theretofore or thereafter
issued may continue to express the same price and number and kind of shares as
are stated in the similar Warrants initially issuable pursuant to this
Warrant.
(f) Whenever
the Exercise Price shall be adjusted as required by the provisions of the
foregoing Section 3, the Company shall forthwith file in the custody of its
Secretary or an Assistant Secretary at its principal office and with its stock
transfer agent, if any, an officer's certificate showing the adjusted Exercise
Price determined as herein provided, setting forth in reasonable detail the
facts requiring such adjustment, including a statement of the number of
additional shares of Common Stock, if any, and such other facts as shall be
necessary to show the reason for and the manner of computing such
adjustment. Each such officer's certificate shall be made available
at all reasonable times for inspection by the holder and the Company shall,
forthwith after each such adjustment, mail a copy by certified mail of such
certificate to the Holder.
(g) All
calculations under this Section 6 shall be made to the nearest cent or to the
nearest one one-hundredth (1/100th) of a share, as the case may be.
Section 4. Division and
Combination. This Warrant may be divided or combined with
other Warrants upon presentation at the aforesaid office of the Company,
together with a written notice specifying the names and denominations in which
new Warrants are to be issued, signed by the Warrantholder or its agent or
attorney. The Company shall pay all expenses in connection with the
preparation, issue and delivery of Warrants under this Section 4, including any
transfer taxes resulting from the division or combination
hereunder. The Company agrees to maintain at its aforesaid office
books for the registration of the Warrants.
Section 5. Reclassification,
Etc. In case of any reclassification or change of the
outstanding Common Stock of the Company (other than as a result of a
subdivision, combination or stock dividend), or in case of any consolidation of
the Company with, or merger of the Company into, or conveyance of all or
substantially all of the Company’s assets to, another corporation or other
business organization (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in a change-of-control
of the Company) at any time prior to the Expiration Date, then, as a condition
of such reclassification, reorganization, change, consolidation, merger or
conveyance, lawful provision shall be made, and duly executed documents
evidencing the same from the Company or its successor shall be delivered to the
Warrantholder, so that the Warrantholder shall have the right prior to the
Expiration Date to purchase, at a total price not to exceed that payable upon
the exercise of this Warrant, the kind and amount of shares of stock and other
securities and property receivable upon such reclassification, reorganization,
change, consolidation, merger or conveyance by a holder of the number of shares
of Common Stock of the Company which might have been purchased by the
Warrantholder immediately prior to such reclassification, reorganization,
change, consolidation, merger or conveyance. In any such case
appropriate provisions shall be made with respect to the rights and interest of
the Warrantholder to the end that the provisions hereof (including provisions
for the adjustment of the Exercise Price and of the number of shares purchasable
upon exercise of this Warrant) shall thereafter be applicable in relation to any
shares of stock and other securities and property thereafter deliverable upon
exercise hereof.
Section 6. Reservation and
Authorization of Capital Stock. The Company shall at all times
reserve and keep available for issuance (i) such number of its authorized but
unissued shares of Common Stock as will be sufficient to permit the exercise in
full of all outstanding Warrants and (ii) such number of its authorized but
unissued shares of Common Stock as will be sufficient to permit the conversion
of all such Common Stock.
Section 7. Stock and Warrant
Books. The Company will not at any time, except upon
dissolution, liquidation or winding up, close its stock books or Warrant books
so as to result in preventing or delaying the exercise of any
Warrant.
Section 8. Limitation of
Liability. No provisions hereof, in the absence of affirmative
action by the Warrantholder to purchase Warrant Stock hereunder, shall give rise
to any liability of the Warrantholder to pay the Exercise Price or as a
stockholder of the Company (whether such liability is asserted by the Company or
creditors of the Company).
Section 9. No Stockholder
Rights. Until the shares of Warrant Stock subject to this
Warrant are issued to Purchaser upon exercise of the Warrant, (i) Purchaser
shall have no right to vote the Warrant Stock in connection with any matters to
which holders of Common Stock are entitled to vote and shall have no other
rights as a stockholder of the Company with respect to the shares of Warrant
Stock, and (ii) Purchaser shall have no preemptive rights with respect to such
Warrant Stock.
Section 10. Transfer. The
transfer of this Warrant and all rights hereunder, in whole or in part, is
registrable at the office or agency of the Company, upon surrender of this
Warrant properly endorsed. Each taker and Warrantholder, by taking or
holding the same, consents and agrees that this Warrant, when endorsed in blank,
shall be deemed negotiable, and that the holder hereof, when this Warrant shall
have been so endorsed, may be treated by the Company and all other persons
dealing with this Warrant as the absolute owner and holder hereof for any
purpose and as the person entitled to exercise the rights represented by this
Warrant, or to the registration of transfer hereof on the books of the Company;
and until due presentment for registration of transfer on such books the Company
may treat the registered holder hereof as the owner and holder for all purposes,
and the Company shall not be affected by notice to the contrary.
Section 11. Investment Representations;
Restrictions on Transfer of Warrant Stock. Unless a
current registration statement under the Securities Act shall be in effect with
respect to the Warrant Stock to be issued upon exercise of this Warrant, the
Warrantholder, by accepting this Warrant, covenants and agrees that, at the time
of exercise hereof, and at the time of any proposed transfer of Warrant Stock
acquired upon exercise hereof, such Warrantholder will deliver to the Company a
written statement that the securities acquired by the Warrantholder upon
exercise hereof are for the account of the Warrantholder or are being held by
the Warrantholder as trustee, investment manager, investment advisor or as any
other fiduciary for the account of the beneficial owner or owners for investment
and are not acquired with a view to, or for sale in connection with, any
distribution thereof (or any portion thereof) and with no present intention (at
any such time) of offering and distributing such securities (or any portion
thereof).
Section 12. Loss, Destruction of Warrant
Certificates. Upon receipt of evidence satisfactory to the
Company of the loss, theft, destruction or mutilation of any warrant and, in the
case of any such loss, theft or destruction, upon receipt of indemnity
satisfactory to the Company or, in the case of any such mutilation, upon
surrender and cancellation of such Warrant, the Company will make and deliver,
in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of
like tenor and representing the right to purchase the same aggregate number of
shares of Common Stock.
Section 13. Amendments. The
terms of this Warrant may be amended, and the observance of any term herein may
be waived, but only with the written consent of the Company and the
Warrantholder.
Section 14. Notices
Generally. Any notice, request, consent, other communication
or delivery pursuant to the provisions hereof shall be in writing and shall be
sent by one of the following means: (i) by registered or certified
first class mail, postage prepaid, return receipt requested; (ii) by facsimile
transmission with confirmation of receipt; (iii) by overnight courier service;
or (iv) by personal delivery, and shall be properly addressed to the
Warrantholder at the last known address or facsimile number appearing on the
books of the Company, or, except as herein otherwise expressly provided, to the
Company at its principal executive office or such other address or facsimile
number as shall have been furnished to the party giving or making such notice,
demand or delivery.
Section 15. No
Impairment. The Company shall not by any action, including,
without limitation, amending its Charter or through any reorganization,
conveyance of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but shall at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such reasonable actions as may be necessary or appropriate to protect the rights
of the Warrantholder against impairment.
Section
16. Successors and
Assigns. This Warrant shall bind and inure to the benefit of
and be enforceable by the parties hereto and their respective permitted
successors and assigns.
Section 17. Governing
Law. In all respects, including all matters of construction,
validity and performance, this Warrant and the obligations arising hereunder
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Nevada applicable to contracts made and performed in such State,
without regard to the conflict of law rules thereof.
Section 18.
Registration. If the issuance of any shares of Common Stock
required to be reserved for purposes of exercise or conversion of this Warrant
or for the conversion of such shares requires registration with, or approval of,
any Federal governmental authority under any Federal or state law (other than
any registration under the Securities Act) or listing on any national securities
exchange, before such shares may be issued upon exercise or conversion of this
Warrant or such conversion, the Company will, at its expense, use its best
efforts to cause such shares to be duly registered or approved, or listed on the
relevant national securities exchange, as the case may be, at such time, so that
such shares may be issued in accordance with the terms hereof and so
converted.
* * * * * * *
IN WITNESS WHEREOF, the Company has
caused this Warrant to be signed in its name by its Chief Executive
Officer.
Dated:
December 31, 2008.
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SPORTS
SUPPLEMENT ACQUISITION GROUP,
|
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|
INC.,
a Nevada corporation
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By:
|
/s/ Xxxxx Xxxxx
|
|
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Name:
|
Xxxxx Xxxxx
|
|
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Title:
|
Chief
Executive
Officer
|
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SUBSCRIPTION
FORM
(to be
executed only upon exercise of Warrant)
To: Sports
Supplement Acquisition Group, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxxx, Xxx Xxxx 00000
The undersigned, pursuant to the
provisions set forth in the attached Warrant (No. __), hereby irrevocably elects
to purchase __________ shares of the Common Stock covered by such Warrant and
herewith makes payment of $__________, representing the full purchase price for
such shares at the price per share provided for in such Warrant.
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Dated:
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Name:
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Signature
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Address:
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