Form of Warrant
Exhibit
4.4
Form
of Warrant
THIS
WARRANT AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED UPON THE EXERCISE
OF THIS WARRANT HAVE BEEN ACQUIRED SOLELY FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE, OFFER,
PLEDGE OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES
LAWS.
COMMON
STOCK PURCHASE WARRANT
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No.
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Void
after April 15, 2010
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THIS
CERTIFIES THAT, for value received, _______________ (the "Holder") is entitled
to subscribe for and purchase ___________ shares (as such number of shares
shall
be adjusted pursuant to Section 3 hereof, thus adjusting the per share Exercise
Price) of the fully paid and nonassessable Common Stock, $0.001 par value (the
"Shares"), of Itec Environmental Group, Inc., a Delaware corporation (the
"Company"), at the exercise price of $.06 per share (the "Exercise Price"),
subject to the provisions and upon the terms and conditions hereinafter set
forth.
(a)
Cash
Exercise. The purchase rights represented by this Warrant may be exercised
by
the Holder, in whole or in part, by the surrender of this Warrant (with the
notice of exercise form attached hereto as Exhibit
A
duly
executed) at the principal office of the Company, and by the payment to the
Company, by certified, cashier's or other check acceptable to the Company or
by
wire transfer to an account designated by the Company, of an amount equal to
the
aggregate Exercise Price of the Shares being purchased.
X
= Y
(A-B)
-------
A
Where
X
=
the
number of the Shares to be issued to the Holder.
Y
=
the
number of the Shares purchasable under this Warrant.
A
=
the
fair market value of one Share on the date of determination.
B
=
the per
share Exercise Price (as adjusted to the date of such
calculation).
(i)
If
the
Company's Common Stock is publicly traded, the per share fair market value
of
the Shares shall be the average of the closing prices of the Common Stock as
quoted on the Nasdaq National Market or the principal exchange on which the
Common Stock is listed, or if not so listed then the fair market value shall
be
the average of the closing bid prices of the Common Stock as published in The
Wall Street Journal, in each case for the fifteen (15) trading days ending
five
(5) trading days prior to the date of determination of fair market
value;
(ii)
If
the
Company's Common Stock is not so publicly traded, the per share fair market
value of the Shares shall be such fair market value as is determined in good
faith by the Board of Directors of the Company after taking into consideration
factors it deems appropriate, including, without limitation, recent sale and
offer prices of the capital stock of the Company in private transactions
negotiated at arm's length.
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3
(a)
This
Warrant and the Shares issuable upon exercise thereof are being acquired for
its
own account, for investment and not with a view to, or for resale in connection
with, any distribution or public offering thereof within the meaning of the
Securities Act of 1933, as amended (the "Act"). Upon exercise of this Warrant,
the Holder shall, if so requested by the Company, confirm in writing, in a
form
satisfactory to the Company, that the securities issuable upon exercise of
this
Warrant are being acquired for investment and not with a view toward
distribution or resale.
(b)
The
Holder understands that the Warrant and the Shares have not been registered
under the Act by reason of their issuance in a transaction exempt from the
registration and prospectus delivery requirements of the Act pursuant to Section
4(2) thereof, and that they must be held by the Holder indefinitely, and that
the Holder must therefore bear the economic risk of such investment
indefinitely, unless a subsequent disposition thereof is registered under the
Act or is exempted from such registration. The Holder further understands that
the Shares have not been qualified under the California Securities Law of 1968
(the "California Law") by reason of their issuance in a transaction exempt
from
the qualification requirements of the California Law pursuant to Section
25102(f) thereof, which exemption depends upon, among other things, the bona
fide nature of the Holder's investment intent expressed above.
(c)
The
Holder has such knowledge and experience in financial and business matters
that
it is capable of evaluating the merits and risks of the purchase of this Warrant
and the Shares purchasable pursuant to the terms of this Warrant and of
protecting its interests in connection therewith.
(d)
The
Holder is able to bear the economic risk of the purchase of the Shares pursuant
to the terms of this Warrant.
The
Shares (unless registered under the Act) shall be stamped or imprinted with
a
legend in substantially the following form:
THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND
NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF, AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
SHARES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO
IT
STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT.
(a)
The
Company need not register a transfer of this Warrant or Shares bearing the
restrictive legend set forth in Section 8 hereof, unless the conditions
specified in such legend are satisfied. The Company may also instruct its
transfer agent not to register the transfer of the Shares, unless one of the
conditions specified in the legend referred to in Section 8 hereof is
satisfied.
(b)
Notwithstanding
the provisions of paragraph (a) above, no opinion of counsel shall be necessary
for a transfer without consideration by any holder (i) if such holder is a
partnership, to a partner or retired partner of such partnership who retires
after the date hereof or to the estate of any such partner or retired partner,
or (ii) if such holder is a corporation, to a shareholder of such corporation,
or to any other corporation under common control, direct or indirect, with
such
holder.
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12.
Independent
Legal Advice. Each of the parties
hereto represents and warrants (a) that it, she or he
has read
and understands each of the provisions set forth herein, that he, she or it
has
had the opportunity to consult with counsel of his, her or its own choice in
connection with this Agreement and to have each of the provisions set forth
herein fully explained by such counsel, and that this Agreement is entered
into
freely, voluntarily, and without any duress or undue influence of any nature
by,
or on behalf of, any person or entity and (b) that each of the Parties, together
with its, his or her attorneys, has made such investigation of the facts
pertaining to this settlement and this release, and of all the matters
pertaining thereto, as it, she or he deems necessary.
14. Governing
Law. This Warrant and all actions arising out of or in connection with this
Agreement shall be governed by and construed in accordance with the laws of
the
State of California, without regard to the conflicts of law provisions of the
State of California or of any other state.
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ITEC
ENVIRONMENTAL GROUP, INC.
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Name:
Xxxx De Laurentiis
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Title:
Chief Executive Officer
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EXHIBIT
A
NOTICE
OF EXERCISE
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TO:
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Itec
Environmental Group, Inc.
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X.X.
Xxx 000
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|
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Xxxxxxxxx,
Xx. 00000
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Attention:
President
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1.
The
undersigned hereby elects to purchase __________ Shares of Itec Environmental
Group, Inc. pursuant to the terms of the attached Warrant.
2.
Method
of Exercise (Please initial the applicable blank):
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___
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The
undersigned elects to exercise the attached Warrant by means of a
cash
payment, and tenders herewith or by concurrent wire transfer payment
in
full for the purchase price of the shares being purchased, together
with
all applicable transfer taxes, if
any.
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___
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The
undersigned elects to exercise the attached Warrant by means of the
net
exercise provisions of Section 1(b) of the
Warrant.
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3.
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Please
issue a certificate or certificates representing said Shares in the
name
of the undersigned or in such other name as is specified
below:
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_________________________________
(Name)
_________________________________
_________________________________
(Address)
4.
The
undersigned hereby represents and warrants that the aforesaid Shares are being
acquired for the account of the undersigned for investment 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
and all representations and warranties of the undersigned set forth in Section
7
of the attached Warrant are true and correct as of the date hereof.
_________________________________
(Signature)
Title:
_____________________________
_________________________________
(Date)
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