THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY
APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND QUALIFICATION UNDER SUCH STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION AND/OR QUALIFICATION IS NOT REQUIRED.
TORNADO GOLD INTERNATIONAL CORP.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
No. ______________________________ ___________ ___, 2006
THIS CERTIFIES THAT, for value received, _______________, a
_______________ (the "Investor"), or Investor's assigns (Investor and Investor's
assigns being the "Holder"), is entitled to subscribe for and purchase at any
time during the Exercise Period from Tornado Gold International Corp., a Nevada
corporation, with its principal office located at 0000 Xxxxxxxxxx Xxx, Xxxxx
000, Xxxx, Xxxxxx 00000 (the "Company"), a number of shares of Common Stock
equal to the Share Number at a per share price equal to the Exercise Price in
effect at such time. This Warrant is issued in conjunction with the shares of
the Company's Common Stock issued pursuant to the Subscription Agreement dated
as of _________ ___, 2006 by and between the Company and the Investor.
1. DEFINITIONS. As used herein, the following terms shall have the following
respective meanings:
(a) "Aggregate Warrant Price" shall mean the dollar value obtained
by multiplying $0.60 by ________.
(b) "Common Stock" shall mean the common stock of the Company.
(c) "Exercise Period" shall mean the period commencing on the
original date of issuance of this Warrant and ending on ______________ __, 2009.
(d) "Exercise Price" shall mean $0.60 per share of Common Stock.
(e) "Exercise Shares" shall mean any Common Stock acquired upon
exercise of this Warrant.
(f) "Share Number", at any time, shall mean (i) the Aggregate
Warrant Price minus the aggregate exercise price previously paid upon exercise
of this Warrant, divided by (ii) the Exercise Price then in effect.
2. EXERCISE OF WARRANT.
2.1 General; Exercise of Warrant.
(a) The rights represented by this Warrant may be exercised as a
whole or in part at any time during the Exercise Period, by delivery of the
following to the Company at its address set forth above (or at such other
address as it may designate by notice in writing to the Holder):
(i) An executed Notice of Exercise in the form attached
hereto;
(ii) Payment of the Exercise Price either in cash or by
check; and
(iii) This Warrant.
(b) Upon the exercise of the rights represented by this Warrant, a
certificate or certificates for the Exercise Shares so purchased, registered in
the name of the Holder or persons affiliated with the Holder, if the Holder so
designates (and such designation is in compliance with applicable securities
laws and any stockholders, investor rights or similar agreement), shall be
issued and delivered to the Holder as promptly as practicable after the rights
represented by this Warrant shall have been so exercised.
-1-
(c) The person in whose name any certificate or certificates for
Exercise Shares are to be issued upon exercise of this Warrant shall be deemed
to have become the holder of record of such shares on the date on which this
Warrant was surrendered and payment of the Exercise Price was made, irrespective
of the date of delivery of such certificate or certificates, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.
2.2 Net Issue Exercise.
(a) In lieu of paying the Exercise Price in cash or by check as
provided in Section 2.1, the Holder may elect a "Net Issue Exercise" pursuant to
which the Holder will receive Exercise Shares equal to the value (as determined
below) of this Warrant (or the portion thereof being exercised) by surrender of
this Warrant at the principal office of the Company together with an executed
Notice of Exercise in the form attached hereto in which event the Company shall
issue to the Holder a number of Exercise Shares computed using the following
formula:
X = Y (A-B)
-------
A
Where:
X = the number of Exercise Shares to be issued to the
Holder;
Y = the number of Exercise Shares purchasable under the
Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised
(at the date of such exercise);
A = the Fair Market Value of one share of the Company's
Common Stock (at the date of such exercise); and
B = the Exercise Price (as adjusted to the date of such
exercise).
(b) For purposes of the above calculation, "Fair Market Value" shall
be determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including, without limitation, The Nasdaq
Stock Market's National Market, the Fair Market Value of a share of Common Stock
will be the average closing sales price for such stock (or the closing bid, if
no sales are reported) as quoted on that system or exchange (or the system or
exchange with the greatest volume of trading in Common Stock), over the five (5)
trading day period ending on the trading day immediately preceding the day the
Warrant is being exercised, as reported in the Wall Street Journal or any other
source the Company considers reliable.
(ii) If the Common Stock is quoted on The Nasdaq Stock Market
(but not on The Nasdaq Stock Market's National Market) or is regularly quoted
elsewhere by recognized securities dealers but selling prices are not reported,
the Fair Market Value of a share of Common Stock will be the average mean
between the high bid and low asked prices for the Common Stock over the five (5)
trading day period ending on the trading day immediately preceding the day the
Warrant is being exercised, as reported in the Wall Street Journal or any other
source the Company considers reliable.
(iii) If the Common Stock is not traded as set forth above,
the Fair Market Value will be determined in good faith by the Board of Directors
of the Company.
(c) If this Warrant is not exercised in full by a Net Issue
Exercise, then, the "Share Number" in effect immediately after such partial
exercise shall be appropriately adjusted to take into account the effect of the
Net Issue Exercise.
-2-
(d) Notwithstanding anything contained herein to the contrary, the
Warrant represented by this certificate shall not be exercisable by the Holder,
in whole or in part, and the Company shall not give effect to any such exercise
of the Warrant, if, after giving effect to such exercise, the Holder, together
with any Affiliate of the Holder (including any person or company acting jointly
or in concert with the Holder) (the "Joint Actors") would in the aggregate
beneficially own, or exercise control or direction over that number of voting
securities of the Company which is 9.99% or greater of the total issued and
outstanding voting securities of the Company, immediately after giving effect to
such exercise; provided, however, that upon a holder of this Warrant providing
the Company with sixty-one (61) days notice (the "Waiver Notice") that such
Holder would like to waive this paragraph with regard to any or all shares of
Common Stock issuable upon exercise of this Warrant, this paragraph will be of
no force or effect with regard to all or a portion of the Warrant referenced in
the Waiver Notice. For the purposes of this paragraph, beneficial ownership
shall be determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended.
3. COVENANTS OF THE COMPANY.
3.1 Covenants as to Exercise Shares. The Company covenants and agrees that
all Exercise Shares that may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be validly issued and
outstanding, fully paid and nonassessable, and free from all taxes, liens and
charges with respect to the issuance thereof. The Company further covenants and
agrees that the Company will at all times during the Exercise Period have
authorized and reserved, free from preemptive rights, a sufficient number of
shares of its Common Stock to provide for the exercise of the rights represented
by this Warrant. If at any time during the Exercise Period the number of
authorized but unissued shares of Common Stock shall not be sufficient to permit
exercise of this Warrant, the Company will take such corporate action as may, in
the opinion of its counsel, be necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as shall be sufficient for such
purposes.
3.2 No Impairment. Except and to the extent as waived or consented to by
the Holder, the Company will not, by amendment of its Articles of Incorporation
or through any reorganization, transfer 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 to be observed
or performed hereunder by the Company, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may be necessary or appropriate in order to protect
the exercise rights of the Holder against impairment. Without limiting the
generality of the foregoing, the Company will (i) not increase the par value of
any shares of Common Stock receivable upon the exercise of this Warrant above
the amount payable therefor upon such exercise immediately prior to such
increase in par value, (ii) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable shares of Common Stock upon the exercise of this Warrant,
(iii) use its best efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant,
and (iv) not close its shareholder books or records in any manner which prevents
the timely exercise of this Warrant.
3.3 Notices of Record Date. In the event of any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend which is the same as cash dividends paid in previous quarters) or other
distribution, the Company shall mail to the Holder, at least ten (10) days prior
to the date specified herein, a notice specifying the date on which any such
record is to be taken for the purpose of such dividend or distribution.
3.4 Exchange Act Reporting. The Company covenants that during the period
the Warrant is outstanding, it will use its best efforts to comply with any and
all reporting obligations under the Securities Exchange Act of 1934, as amended.
4. REPRESENTATIONS OF HOLDER.
4.1 Acquisition of Warrant for Personal Account. The Holder represents and
warrants that it is acquiring the Warrant and any shares of capital stock issued
or issuable upon exercise or conversion of the Warrant for investment purposes
only and not with a view to or for resale in connection with any distribution or
public offering thereof within the meaning of the Act (as defined below). The
Holder also represents that the entire legal and beneficial interests of the
Warrant and Exercise Shares the Holder is acquiring is being acquired for, and
will be held for, the account of the Holder only.
4.2 Accredited Investor Status. The Holder represents and warrants that it
is an "accredited investor" as such term is defined in Rule 501 under the
Securities Act of 1933, as amended (the "Act"). The Holder shall provide the
Company with such additional information as the Company may reasonably request
with respect to the Holder's status as an "accredited investor."
4.3 Securities Are Not Registered.
(a) The Holder understands that the Warrant and the Exercise Shares
have not been registered under the Act, on the basis that no distribution or
public offering of the stock of the Company is to be effected, or registered or
qualified under any applicable state securities laws. The Holder realizes that
the basis for the exemption may not be present if, notwithstanding its
representations, the Holder has a present intention of acquiring the securities
for a fixed or determinable period in the future, selling (in connection with a
distribution or otherwise), granting any participation in, or otherwise
distributing the securities. The Holder has no such present intention.
(b) The Holder recognizes that the Warrant and the Exercise Shares
must be held indefinitely unless they are subsequently registered under the Act
or an exemption from such registration is available. Except as otherwise agreed
by the Company in the Registration Rights Agreement (the form of which is
attached hereto as Exhibit 4.3(b)), the Company has no obligation to register
the Warrant or the Exercise Shares of the Company, or to comply with any
exemption from such registration.
(c) The Holder is aware that neither the Warrant nor the Exercise
Shares may be sold pursuant to Rule 144 adopted under the Act unless certain
conditions are met, including, among other things, the existence of a public
market for the shares, the availability of certain current public information
about the Company, the resale following the required holding period under Rule
144 and the number of shares being sold during any three (3) month period not
exceeding specified limitations. For so long as the Warrants are outstanding and
for the two-year period thereafter, the Company will use its best efforts to
satisfy these conditions.
(d) The Holder is aware of the Company's business affairs and
financial condition and has acquired sufficient information about the Company to
reach an informed and knowledgeable decision regarding its investment in the
Company. The Holder is experienced in making investments of this type and has
such knowledge and background in financial and business matters that the Holder
is capable of evaluating the merits and risks of this investment and protecting
its own interests. The Holder has had an opportunity to ask questions of, and
receive answers from, the Company and its officers and employees regarding the
business, financial affairs and other aspects of the Company, and has further
had the opportunity to obtain information (to the extent the Company possesses
or can acquire such information without unreasonable effort or expense) which
the Holder deems necessary to evaluate an investment in the Company and to
verify the accuracy of information otherwise provided to the Holder.
4.4 Disposition of Warrant and Exercise Shares.
(a) Except for transfers by the Holder to its affiliates in
compliance with all applicable securities laws, the Holder further agrees not to
make any disposition of all or any part of the Warrant or Exercise Shares in any
event unless and until:
(i) The Company shall have received a letter secured by the
Holder from the Securities and Exchange Commission stating that no action will
be recommended to the Commission with respect to the proposed disposition; or
(ii) There is then in effect a registration statement under
the Act covering such proposed disposition and such disposition is made in
accordance with said registration statement; or
(iii) The Holder shall have shall have furnished the Company
with an opinion of counsel, reasonably satisfactory to the Company, for the
Holder to the effect that such disposition will not require registration of such
Warrant or Exercise Shares under the Act or any applicable state securities
laws.
(b) The Holder understands and agrees that all certificates
evidencing the Exercise Shares to be issued to the Holder may bear the following
legend (in addition to any legend required under applicable state securities
laws, the Company's Bylaws, or as provided elsewhere in this Warrant):
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR QUALIFIED UNDER ANY APPLICABLE
SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND QUALIFICATION UNDER SUCH STATE SECURITIES LAWS OR AN OPINION
OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
AND/OR QUALIFICATION IS NOT REQUIRED.
-4-
5. ADJUSTMENTS AND NOTICES. The Exercise Price and the number of Exercise Shares
issuable upon exercise of this Warrant shall be subject to adjustment from time
to time in accordance with this Section 5.
5.1 Subdivision, Stock Dividends or Combinations. In case the Company
shall at any time after the commencement of the Exercise Period subdivide the
outstanding Common Stock or shall issue a stock dividend with respect to the
Common Stock, the Exercise Price in effect immediately prior to such subdivision
or the issuance of such dividend shall be proportionately decreased, and in case
the Company shall at any time after the commencement of the Exercise Period
combine the outstanding shares of Common Stock, the Exercise Price in effect
immediately prior to such combination shall be proportionately increased, in
each case effective at the close of business on the date of such subdivision,
dividend or combination, as the case may be.
5.2 Reclassification, Exchange, Substitution, In-Kind Distribution. Upon
any reclassification, exchange, substitution or other event after the
commencement of the Exercise Period that results in a change of the number
and/or class of the securities issuable upon exercise or conversion of this
Warrant or upon the payment after the commencement of the Exercise Period of a
dividend in securities or property other than shares of Common Stock, the Holder
shall be entitled to receive, upon exercise or conversion of this Warrant, the
number and kind of securities and property that Holder would have received if
this Warrant had been exercised or converted immediately before the record date
for such reclassification, exchange, substitution, or other event or immediately
prior to the record date for such dividend. The Company or its successor shall
promptly issue to Holder a new warrant for such new securities or other
property. The new warrant shall provide for adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in this Section
5 including, without limitation, adjustments to the Warrant Price and to the
number of securities or property issuable upon exercise or conversion of the new
warrant. The provisions of this Section 5.2 shall similarly apply to successive
reclassifications, exchanges, substitutions, or other events and successive
dividends.
5.3 Consolidation, Merger, Sale and the Like. In case of any (i) merger or
consolidation of the Company into or with another corporation where the Company
is not the surviving corporation (but including a merger for the purpose of
reincorporating in a new domicile) (ii) sale, transfer or lease (but not
including a transfer or lease by pledge or mortgage to a bona fide lender) of
all or substantially all of the assets of the Company or (iii) sale by the
Company's shareholders of 50% or more of the Company's outstanding securities in
one or more related transactions, the Company, or such successor or purchasing
corporation, as the case may be, shall duly execute and deliver to the Holder
hereof a new warrant so that the Holder shall have the right to receive upon
exercise or conversion of the unexercised or unconverted portion of this
Warrant, at a total purchase price not to exceed that payable upon the exercise
or conversion of the unexercised or unconverted portion of this Warrant, and in
lieu of shares of Common Stock theretofore issuable upon exercise or conversion
of this Warrant, the kind and amount of shares of stock, or other securities,
money and other property in lieu of such shares of stock, receivable upon or as
a result of such reorganization, merger or sale by a holder of the number of
shares of Common Stock for which this Warrant is exercisable or convertible
immediately prior to such event. Such new warrant shall provide for adjustments
that shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Section 5. The provisions of this Section 5.3 shall
similarly apply to successive reorganizations, mergers, and sales.
5.4 Issuances of Additional Shares of Stock. If at any time prior to the
exercise of this Warrant, the Company shall offer, sell, grant any option to
purchase or offer, sell or grant any right to reprice its securities, or
otherwise dispose of or issue (or announce any offer, sale, grant or any option
to purchase or other disposition), Additional Shares of Common Stock (as
hereinafter defined) without consideration or for a consideration per share less
than the Exercise Price in effect immediately prior to such issuance or sale,
then forthwith upon the occurrence of any such event (the "Dilutive Issuance")
Exercise Price shall be reduced to a price (computed to the nearest cent)
determined by dividing (1) an amount equal to the sum of (A) the number of
shares of Common Stock outstanding immediately prior to such issuance multiplied
by the Exercise Price and (B) the consideration, if any, received by the Company
upon such issuance, by (2) the total number of shares of Common Stock
outstanding immediately after such issuance. The Company shall notify the Holder
in writing, no later than three trading days following the issuance of any
Common Stock or other securities convertible into Common Stock subject to this
section, indicating therein the applicable issuance price, or applicable reset
price, exchange price, conversion price and other pricing terms (such notice the
"Dilutive Issuance Notice"). For clarification, whether or not the Company
provides a Dilutive Issuance Notice, upon the occurrence of any Dilutive
Issuance, after the date of such Dilutive Issuance the Holder is entitled to
receive a number of Exercise Shares based upon the Adjusted Exercise Price
regardless of whether the Holder accurately refers to Adjusted Exercise Price in
the Notice of Exercise.
-5-
As used herein, "Additional Shares of Common Stock" shall mean all shares
of Common Stock or any securities of the Company which would entitle the holder
thereof to acquire at any time Common Stock (including without limitation, any
debt, preferred stock, rights, options, warrants or other instrument that is at
any time convertible into or exchangeable for, or otherwise entitles the holder
thereof to receive, Common Stock), whether by operation of purchase price
adjustments, reset provisions, floating conversion, exercise or exchange prices
or otherwise, or due to warrants, options or rights per share which is issued in
connection with such issuance, at an effective price per share which is less
than the Exercise Price then in effect. If the Company issues any securities
convertible or exchangeable into Common Stock, the maximum number of shares of
Common Stock issuable thereunder shall be deemed to be Additional Shares of
Common Stock issued as of the time of such issue, if the consideration per share
of such Additional Shares of Common Stock (as hereinafter determined) is less
than the Exercise Price then in effect. Additional Shares of Common Stock,
however, shall not include the issuance of (i) shares of Common Stock or options
to employees, officers or directors of the Company pursuant to any stock or
option plan duly adopted by a majority of the non-employee members of the Board
of Directors of the Company or a majority of the members of a committee of
non-employee directors established for such purpose and (ii) securities upon the
exercise of or conversion of any securities issued hereunder, convertible
securities, options or warrants issued and outstanding on the date of this
Agreement, provided that such securities have not been amended since the date of
this Agreement to increase the number of such securities.
5.5 In each case of an adjustment or readjustment of the Exercise Price
pursuant to this Section 5, the Company, at its expense, shall compute such
adjustment or readjustment in accordance with the provisions hereof and prepare
a certificate showing such adjustment or readjustment, and shall mail such
certificate, by first class mail, postage prepaid, to the Holder at the Holder's
address as shown in the Company's books. The certificate shall set forth such
adjustment or readjustment, showing in reasonable detail the facts upon which
such adjustment or readjustment is based, including a statement of , if
applicable, the type and amount, if any, of other property which at the time
would be received upon exercise of this Warrant.
6. FRACTIONAL SHARES. No fractional shares shall be issued upon the exercise of
this Warrant as a consequence of any adjustment pursuant hereto. All Exercise
Shares (including fractions) issuable upon exercise of this Warrant may be
aggregated for purposes of determining whether the exercise would result in the
issuance of any fractional share. No payments shall be made by the Company in
respect of any fractional shares otherwise issuable pursuant to this Warrant.
7. NO SHAREHOLDER RIGHTS. This Warrant in and of itself shall not entitle the
Holder to any voting rights or other rights as a shareholder of the Company.
8. TRANSFER OF WARRANT. Subject to applicable laws, the restriction on transfer
set forth on the first page of this Warrant and in Section 4.4 and the terms of
any applicable shareholders, investor rights or similar agreement, this Warrant
and all rights hereunder are transferable, by the Holder in person or by duly
authorized attorney, upon delivery of this Warrant and the form of assignment
attached hereto to any transferee designated by Holder, provided that the
transferee shall have signed an investment letter in form and substance
satisfactory to the Company and agreed to be bound by the provisions of this
Warrant. Notwithstanding anything to the contrary, no partial transfer of this
Warrant shall be permitted.
9. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen, mutilated or destroyed, the Company may, on such terms as to indemnity
or otherwise as it may reasonably impose (which shall, in the case of a
mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as the 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.
10. NOTICES, ETC. All notices and other communications required or permitted
hereunder shall be in writing and shall be sent by express mail or other form of
rapid communications, if possible, and if not then such notice or communication
shall be mailed by first-class mail, postage prepaid, addressed in each case to
the party entitled thereto at the following addresses: (a) if to the Company, to
Tornado Gold International Corp., Attention: Chief Executive Officer, 0000
Xxxxxxxxxx Xxx, Xxxxx 000, Xxxx, Xxxxxx 00000, and (b) if to the Holder, to such
address as originally furnished to the Company by the Holder, or at such other
address as one party may furnish to the other in writing. Notice shall be deemed
effective on the date dispatched if by personal delivery, two days after mailing
if by express mail, or three days after mailing if by first-class mail.
-6-
11. AMENDMENT. This Warrant may be amended or otherwise modified only by a
writing signed by the Company and the Holder.
12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute
acceptance of and agreement to all of the terms and conditions contained herein.
13. GOVERNING LAW; FORUM. This Warrant and all rights, obligations and
liabilities hereunder shall be governed by the internal laws of the State of
Nevada and any actions related hereto shall be brought in a court of competent
jurisdiction located in the County of Xxxxx, State of Nevada.
[NEXT PAGE IS SIGNATURE PAGE]
-7-
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer as of the date first written above.
TORNADO GOLD INTERNATIONAL CORP.
a Nevada corporation
By:____________________________________
Name:__________________________________
Title:_________________________________
ATTEST:
________________________________
-8-
NOTICE OF EXERCISE
TO: TORNADO GOLD INTERNATIONAL CORP.
1. The undersigned hereby elects to purchase ________ shares of the Common Stock
of Tornado Gold International Corp. (the "Company") pursuant to the terms of the
attached Warrant, and tenders herewith payment of the exercise price in full
pursuant to the terms of Section 2.1 of the attached Warrant, or by net issue
exercise pursuant to the terms of Section 2.2 of the attached Warrant, together
with all applicable transfer taxes, if any.
2. Please issue a certificate or certificates representing said shares of Common
Stock in the name of the undersigned or in such other name as is specified
below:
________________________
(Name)
________________________
________________________
(Address)
3. The undersigned represents that (i) the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment purposes only
and not with a view to, or for resale in connection with, the distribution
thereof and that the undersigned has no present intention of distributing or
reselling such shares; (ii) the undersigned is aware of the Company's business
affairs and financial condition, and has acquired sufficient information about
the Company to reach an informed and knowledgeable decision regarding its
investment in the Company; (iii) the undersigned is experienced in making
investments of this type and has such knowledge and background in financial and
business matters that the undersigned is capable of evaluating the merits and
risks of this investment and protecting the undersigned's own interests; (iv)
the undersigned is an "accredited investor" as defined in Rule 501 under the
Securities Act of 1933, as amended (the "Securities Act"); (v) the undersigned
understands that the shares of Common Stock issuable upon exercise of this
Warrant have not been registered under the Securities Act by reason of a
specific exemption from the registration provisions of the Securities Act, which
exemption depends upon, among other things, the bona fide nature of the
investment intent as expressed herein, and, because such securities have not
been registered under the Securities Act, they must be held indefinitely unless
subsequently registered under the Securities Act or an exemption from such
registration is available; (vi) the undersigned is aware that the aforesaid
shares of Common Stock may not be sold pursuant to Rule 144 adopted under the
Securities Act unless certain conditions are met and until the undersigned has
held the shares for the number of years prescribed by Rule 144; and (vii) the
undersigned agrees not to make any disposition of all or any part of the
aforesaid shares of Common Stock unless and until there is then in effect a
registration statement under the Securities Act covering such proposed
disposition and such disposition is made in accordance with said registration
statement, or the undersigned has provided the Company with an opinion of
counsel satisfactory to the Company, stating that such registration is not
required.
________________________ ________________________
(Date) (Signature)
________________________
(Print name)
-9-
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply
required information. Do not use this form to purchase
shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to
Name:_______________________________
Address:______________________________________________________________________
(Please Print)
Dated: ________________, 200__
Holder's
Signature:__________________________
Holder's
Address:______________________________________________________________________
NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatever. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.
-10-
