EXHIBIT A NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED...Element 21 Golf Co • June 19th, 2007 • Sporting & athletic goods, nec • Delaware
Element 21 Golf Company, a Delaware corporation (the “Company”), hereby certifies that, for value received, ___________, or any transferee or assignee of this Warrant (the “Warrantholder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of common stock, $.01 par value per share, of the Company (the“Warrant Shares”) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Warrant. The Warrant Number and the Purchase Price are subject to adjustment as provided in this Warrant.
SUBSCRIPTION AGREEMENT forSubscription Agreement • June 19th, 2007 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
ELEMENT 21 GOLF COMPANY COMMON STOCK PURCHASE WARRANTCommon Stock Purchase • June 19th, 2007 • Element 21 Golf Co • Sporting & athletic goods, nec
Element 21 Golf Company, a Delaware corporation (the “Company”), hereby certifies that, for value received, ______________________________________, or any transferee or assignee of this Warrant (the “Warrantholder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m. Eastern time, on the Expiration Date (as hereinafter defined), that number of fully paid and nonassessable shares of common stock, $.01 par value per share, of the Company (the “Warrant Shares”) as is equal to the Warrant Number (as hereinafter defined), at a purchase price per share as shall be equal to the Purchase Price (as hereinafter defined) in effect at the time of the exercise of this Warrant. The Warrant Number and the Purchase Price are subject to adjustment as provided in this Warrant.
SUBSCRIPTION AGREEMENT FORSubscription Agreement • June 19th, 2007 • Element 21 Golf Co • Sporting & athletic goods, nec • Delaware
Pursuant to a Subscription Agreement dated July 14, 2006 (the “Original Subscription Agreement”) between Element 21 Golf Company, a Delaware corporation (the “Company”) and the undersigned (“Investor”), the Company issued to the Investor 117,647 shares of Series B Convertible Preferred Stock, $.10 par value per share (the “Series B Preferred Stock”), and (ii) a warrant to purchase 17,647,059 shares of the Company’s Common Stock, $.01 par value per share (the “Common Stock”). The Investor has now agreed to make an additional investment in the Company, and the Company and the Investor have agreed as follows:
