STOCK PURCHASE WARRANT
THIS
WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE
SET
FORTH HEREIN NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE
AND SCOPE, ACCEPTABLE TO THE COMPANY’S COUNSEL, THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 OR REGULATION S
UNDER SUCH ACT. THIS WARRANT IS ISSUED SUBJECT TO CERTAIN CONDITIONS INCLUDING
STOCKHOLDER APPROVAL AND VESTING
Right
to
Purchase up to 24,000,000
Shares
of
Common Stock, par value
$.01
per
share (“Common
Stock”).
THIS
CERTIFIES THAT,
for
value received, Hyundai Syscomm Corp., a California corporation (“HYUNDAI”)
or its
registered assigns, is entitled to purchase from MSGI Security Solutions, Inc.
a
Nevada corporation (the “Company”),
at
any time or from time to time during the period specified in Paragraph 2
hereof, up to twenty four million (24,000,000) shares of Common Stock at an
exercise price per share equal to U.S. $0.01 (the “Exercise
Price”).
The
term “Warrant
Shares,”
as
used herein, refers to the shares of Common Stock purchasable hereunder. The
Warrant Shares and the Exercise Price are subject to adjustment as provided
in
Paragraph 4 hereof. This Warrant has been issued pursuant to a Subscription
Agreement between the Company and HYUNDAI dated as of January 24, 2007 (the
“Subscription
Agreement”).
The
term “Warrants”
means
this “Warrant”.
All
terms not otherwise defined herein, shall have the meanings set forth in the
Subscription Agreement.
This
Warrant is subject to the following terms, provisions, and conditions:
1. Manner
of Exercise; Issuance of Certificates; Payment for Shares; Vesting; Stockholder
Approval.
(a) This
Warrant is issued in connection with: (i) that certain Sub-Contracting Agreement
dated as of October 15, 2006, pursuant to which HYUNDAI will, among other
things, subcontract certain specified business to the Company which is expected
to result in “Revenue”
(as
defined by U.S. generally accepted accounting principals consistently applied
and reflected on the Company’s books and records) of not less than Ten Million
Dollars ($10,000,000) on or before June 30, 2008.
(b) Subject
to the provisions hereof, this Warrant may be exercised by the Holder hereof,
in
whole or in part, by the surrender of this Warrant, together with a completed
exercise agreement in the form attached hereto (the “Exercise
Agreement”),
to
the Company during normal business hours on any business day at the Company’s
principal executive offices (or such other office or agency of the Company
as it
may designate by notice to the Holder hereof), and upon (i) payment to the
Company in cash, by certified or official bank check or by wire transfer for
the
account of the Company of the Exercise Price for the Warrant Shares specified
in
the Exercise Agreement or (ii) delivery to the Company of a written notice
of an
election to effect a “Cashless
Exercise”
(as
defined in Paragraph 11(c) below) for the Warrant Shares specified in the
Exercise Agreement. Certificates for the Warrant Shares so purchased,
representing the aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the Holder hereof within a reasonable time, not exceeding
seven (7) business days, after this Warrant shall have been so exercised. The
certificates so delivered shall be in such denominations as may be requested
by
the Holder hereof and shall be registered in the name of such Holder. If this
Warrant shall have been exercised only in part, then, unless this Warrant has
expired, the Company shall, at its expense, at the time of delivery of such
certificates, deliver to the Holder a new Warrant representing the number of
shares with respect to which this Warrant shall not then have been exercised.
1
(c) Vesting.
This
Warrant shall become exercisable as to three hundred thousand (300,000) Warrant
Shares for each One Million Dollars in Revenue or portion thereof reflected
on
the Company’s consolidated financial statements. The maximum number of Warrant
shares which could vest under this agreement, is twenty four million
(24,000,000) provided that the Company received and booked Revenue of no less
than eighty Million Dollars ($80,000,000) during the Exercise Period.
(d) MSGI
Stockholder Approval.
The
Holder hereby agrees that the Company shall not be required to issue, or reserve
for issuance at any time (in connection with the terms of this Warrant) any
Common Stock unless and until the stockholders of the Company have approved:
(i)
the increase in the number of authorized shares of Common Stock to one hundred
million (100,000,000); (ii) removed the provision of the Company’s Certificate
of Incorporation that requires a super-majority vote to approve a change in
control; and (iii) approved HYUNDAI owning up to twenty four million
(24,000,000) shares of Common Stock (the “MSGI
Stockholder Approval”).
The
Company shall use its best efforts to promptly request MSGI Stockholder
Approval. If MSGI Stockholder Approval is not obtained at the first meeting
(including any adjournments thereof) called for such purpose, the Company shall
request at least one (1) additional meeting (including any adjournments thereof)
at which the MGSI Stockholder Approval is solicited.
2. Period
of Exercise.
This
Warrant is exercisable at any time or from time to time on or after the date
on
which this Warrant is issued and delivered, once the Warrant has vested in
accordance with Section 1(c), and in accordance with the MSGI Stockholder
Approval requirements of Section 1(d) and pursuant to the terms of the
Subscription Agreement and before 5:00 p.m., New York, New York time on the
fourth (4th)
anniversary of the date of issuance (the “Exercise
Period”).
3. Certain
Agreements of the Company.
The
Company hereby covenants and agrees as follows:
(a) Shares
to be Fully Paid.
All
Warrant Shares will, upon issuance in accordance with the terms of this Warrant
and once MSGI Stockholder Approval has been obtained, be validly issued, fully
paid, and nonassessable and free from all taxes, liens, and charges with respect
to the issue thereof.
(b) Reservation
of Shares.
During
the Exercise Period, and following MSGI Stockholder Approval, the Company shall
at all times after MSGI Stockholder Approval have authorized, and reserved
for
the purpose of issuance upon exercise of this Warrant, a sufficient number
of
shares of Common Stock to provide for the exercise of this Warrant in
full.
(c) Listing.
The
Company shall immediately secure the listing of the shares of Common Stock
issued upon exercise of the Warrant upon each national securities exchange
or
automated quotation system, if any, upon which shares of Common Stock are then
listed (subject to official notice of issuance upon exercise of this Warrant)
and shall maintain, so long as any other shares of Common Stock shall be so
listed, such listing of all shares of Common Stock from time to time issued
upon
the exercise of this Warrant; and the Company shall immediately so list on
each
national securities exchange or automated quotation system, as the case may
be,
and shall maintain such listing of, any other shares of capital stock of the
Company issued upon the exercise of this Warrant if and so long as any shares
of
the same class shall be listed on such national securities exchange or automated
quotation system.
(d) Certain
Actions Prohibited.
The
Company will not, by amendment of its charter 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 by it hereunder,
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
reasonably be requested by the Holder of this Warrant in order to protect the
exercise privilege of the Holder of this Warrant and the anti-dilution as
provided in Paragraph 4 hereof or impairment, consistent with the tenor and
purpose of this Warrant; provided that the issue or sale of securities by the
Company in and of itself does not effect the exercise price of the Holder of
this Warrant or give rise to anti-dilution adjustment as provided in Paragraph
4
hereof. Without limiting the generality of the foregoing, the Company (i) will
not increase the par value of any shares of Common Stock receivable upon the
exercise of this Warrant above the Exercise Price then in effect, and (ii)
will
take all such actions 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.
(e) Successors
and Assigns.
This
Warrant will be binding upon any entity succeeding to the Company by merger,
consolidation, or acquisition of all or substantially all the Company’s
assets.
2
4. Antidilution
Provisions.
During
the Exercise Period, the Exercise Price and the number of Warrant Shares shall
be subject to adjustment from time to time as provided in this Paragraph
4.
(a) Subdivision
or Combination of Common Stock.
If the
Company at any time subdivides (by any stock split, stock dividend,
recapitalization, reorganization, reclassification or otherwise) the shares
of
Common Stock acquirable hereunder into a greater number of shares, then, after
the date of record for effecting such subdivision, the Exercise Price in effect
immediately prior to such subdivision will be proportionately reduced. If the
Company at any time combines (by reverse stock split, recapitalization,
reorganization, reclassification or otherwise) the shares of Common Stock
acquirable hereunder into a smaller number of shares, then, after the date
of
record for effecting such combination, the Exercise Price in effect immediately
prior to such combination will be proportionately increased.
(b) Adjustment
in Number of Shares.
Upon
each adjustment of the Exercise Price pursuant to the provisions of this
Paragraph 4, the number of shares of Common Stock issuable upon exercise of
this
Warrant shall be adjusted by multiplying a number equal to the Exercise Price
in
effect immediately prior to such adjustment by the number of shares of Common
Stock issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise
Price.
(c) Consolidation,
Merger or Sale.
In case
of any consolidation of the Company with, or merger of the Company into any
other corporation, or in case of any sale or conveyance of all or substantially
all of the assets of the Company other than in connection with a plan of
complete liquidation of the Company, then as a condition of such consolidation,
merger or sale or conveyance, adequate provision will be made whereby the Holder
of this Warrant will have the right to acquire and receive upon exercise of
this
Warrant in lieu of the shares of Common Stock immediately theretofore acquirable
upon the exercise of this Warrant, such shares of stock, securities or assets
as
may be issued or payable with respect to or in exchange for the number of shares
of Common Stock immediately theretofore acquirable and receivable upon exercise
of this Warrant had such consolidation, merger or sale or conveyance not taken
place. In any such case, the Company will make appropriate provision to insure
that the provisions of this Paragraph 4 hereof will thereafter be applicable
as
nearly as may be in relation to any shares of stock or securities thereafter
deliverable upon the exercise of this Warrant. The Company will not effect
any
consolidation, merger or sale or conveyance unless prior to the consummation
thereof, the successor corporation (if other than the Company) assumes by
written instrument the obligations under this Paragraph 4 and the obligations
to
deliver to the Holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing provisions, the Holder may be entitled
to
acquire.
(d) Distribution
of Assets.
In case
the Company shall declare or make any distribution of its assets (including
cash) to holders of Common Stock as a partial liquidating dividend, by way
of
return of capital or otherwise, then, after the date of record for determining
stockholders entitled to such distribution, but prior to the date of
distribution, the Holder of this Warrant shall be entitled upon exercise of
this
Warrant for the purchase of any or all of the shares of Common Stock subject
hereto, to receive the amount of such assets which would have been payable
to
the Holder had such Holder been the holder of such shares of Common Stock on
the
record date for the determination of stockholders entitled to such
distribution.
(e) Notice
of Adjustment.
Upon the
occurrence of any event which requires any adjustment of the Exercise Price,
then, and in each such case, the Company shall give notice thereof to the Holder
of this Warrant, which notice shall state the Exercise Price resulting from
such
adjustment and the increase or decrease in the number of Warrant Shares
purchasable at such price upon exercise, setting forth in reasonable detail
the
method of calculation and the facts upon which such calculation is based. Such
calculation shall be certified by the Chief Financial Officer of the
Company.
(f) No
Fractional Shares.
No
fractional shares of Common Stock are to be issued upon the exercise of this
Warrant, but the Company shall pay a cash adjustment in respect of any
fractional share which would otherwise be issuable in an amount equal to the
same fraction of the Market Price of a share of Common Stock on the date of
such
exercise.
(g) Other
Notices.
In case
at any time:
(i) the
Company shall declare any dividend upon the Common Stock payable in shares
of
stock of any class or make any other distribution (including dividends or
distributions payable in cash out of retained earnings) to the holders of the
Common Stock;
3
(ii) the
Company shall offer for subscription pro rata to the Holders of the Common
Stock
any additional shares of stock of any class or other rights;
(iii) there
shall be any capital reorganization of the Company, or reclassification of
the
Common Stock, or consolidation or merger of the Company with or into, or sale
of
all or substantially all its assets to, another corporation or entity;
or
(iv) there
shall be a voluntary or involuntary dissolution, liquidation or winding up
of
the Company;
then,
in
each such case, the Company shall give to the Holder of this Warrant (a) notice
of the date on which the books of the Company shall close or a record shall
be
taken for determining the Holders of Common Stock entitled to receive any such
dividend, distribution, or subscription rights or for determining the holders
of
Common Stock entitled to vote in respect of any such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding-up and (b) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding-up, notice
of
the date (or, if not then known, a reasonable approximation thereof by the
Company) when the same shall take place. Such notice shall also specify the
date
on which the holders of Common Stock shall be entitled to receive such dividend,
distribution, or subscription rights or to exchange their Common Stock for
stock
or other securities or property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation, or
winding-up, as the case may be. Such notice shall be given at least 30 days
prior to the record date or the date on which the Company’s books are closed in
respect thereto. Failure to give any such notice or any defect therein shall
not
affect the validity of the proceedings referred to in clauses (i), (ii), (iii)
and (iv) above.
(h) Certain
Events.
If any
event occurs of the type contemplated by the adjustment provisions of this
Paragraph 4 but not expressly provided for by such provisions, the Company
will
give notice of such event as provided in Paragraph 4(g) hereof, and the
Company’s Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of shares of Common Stock acquirable upon exercise of
this
Warrant so that the rights of the Holder shall be neither enhanced nor
diminished by such event.
5. Issue
Tax.
The
issuance of certificates for Warrant Shares upon the exercise of this Warrant
shall be made without charge to the Holder of this Warrant or such shares for
any issuance tax or other costs in respect thereof, provided that the Company
shall not be required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than the Holder of this Warrant.
6. No
Rights or Liabilities as a Stockholder.
Except
as set forth in the last sentence of Paragraph 4(g) of this Warrant, this
Warrant shall not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company. No provision of this Warrant, in the absence
of
affirmative action by the Holder hereof to purchase Warrant Shares, and no
mere
enumeration herein of the rights or privileges of the Holder hereof, shall
give
rise to any liability of such Holder for the Exercise Price or as a stockholder
of the Company, whether such liability is asserted by the Company or by
creditors of the Company.
7. Transfer,
Exchange, and Replacement of Warrant.
(a) Restriction
on Transfer.
This
Warrant and the rights granted to the Holder hereof are transferable, in whole
or in part, upon surrender of this Warrant, together with a properly executed
assignment in the form attached hereto, at the office or agency of the Company
referred to in Paragraph 7(e) below, to an Affiliate of the Holder
provided, however, that any transfer or assignment shall be subject to the
conditions set forth in Paragraph 7(f) hereof. The transfer of this Warrant,
in
whole or in part to a person, firm or corporation that is not an Affiliate
requires the consent of the Company and is subject to the conditions set forth
in Paragraph 7(f) hereof and otherwise in this Warrant. An “Affiliate” shall
mean a person, firm or corporation that is controlled by such Holder, that
controls such Holder, or that is under common control with such Holder. Until
due presentment for registration of transfer on the books of the Company, the
Company may treat the registered Holder hereof as the owner and Holder hereof
for all purposes, and the Company shall not be affected by any notice to the
contrary. Notwithstanding anything to the contrary contained herein, the
registration rights described in Paragraph 8 are assignable only in accordance
with the provisions of that certain Registration Rights Agreement, dated as
of
January 24, 2007, by and between the Company and HYUNDAI (the “Registration
Rights Agreement”).
4
(b) Warrant
Exchangeable for Different Denominations.
This
Warrant is exchangeable, upon the surrender hereof by the Holder hereof at
the
office or agency of the Company referred to in Paragraph 7(e) below, for new
Warrants of like tenor representing in the aggregate the right to purchase
the
number of shares of Common Stock which may be purchased hereunder, each of
such
new Warrants to represent the right to purchase such number of shares as shall
be designated by the Holder hereof at the time of such surrender.
(c) Replacement
of Warrant.
Upon
receipt of evidence reasonably satisfactory to the Company of the loss, theft,
destruction, or mutilation of this Warrant and, in the case of any such
mutilation, upon surrender and cancellation of this Warrant, the Company, at
its
expense, will execute and deliver, in lieu thereof, a new Warrant of like
tenor.
(d) Cancellation;
Payment of Expenses.
Upon the
surrender of this Warrant in connection with any transfer, exchange, or
replacement as provided in this Paragraph 7, this Warrant shall be promptly
canceled by the Company. The Company shall pay all taxes (other than securities
transfer taxes) and all other expenses (other than legal expenses, if any,
incurred by the Holder or transferees) and charges payable in connection with
the preparation, execution, and delivery of Warrants pursuant to this Paragraph
7.
(e) Register.
The
Company shall maintain, at its principal executive offices (or such other office
or agency of the Company as it may designate by notice to the Holder hereof),
a
register for this Warrant, in which the Company shall record the name and
address of the person in whose name this Warrant has been issued, as well as
the
name and address of each transferee and each prior owner of this
Warrant.
(f) Exercise
or Transfer Restriction .
If, at
the time of the surrender of this Warrant in connection with any exercise,
transfer, or exchange of this Warrant, this Warrant (or, in the case of any
exercise, the Warrant Shares issuable hereunder), shall not be registered under
the Securities Act of 1933, as amended (the “Securities
Act”)
and
under applicable state securities or blue sky laws, the Company may require,
as
a condition of allowing such exercise, transfer, or exchange, (i) that the
Holder or transferee of this Warrant, as the case may be, furnish to the Company
a written opinion of counsel, which opinion and counsel are acceptable to the
Company, to the effect that such exercise, transfer, or exchange may be made
without registration under said Act and under applicable state securities or
blue sky laws and (ii) that the transferee be an “accredited investor” as
defined in Rule 501(a) promulgated under the Securities Act; provided that
no
such opinion, letter or status as an “accredited investor” shall be required in
connection with a transfer pursuant to Rule 144 under the Securities Act; and
provided, further, that Xxxxxxxxxx Law shall be acceptable to the Company for
the rendering of any such opinion. The first Holder of this Warrant, by taking
and holding the same, represents to the Company that such Holder is acquiring
this Warrant for investment and not with a view to the distribution thereof.
8. Registration
Rights.
The
initial Holder of this Warrant (and certain assignees thereof) is entitled
to
the benefit of such registration rights in respect of the Warrant Shares as
are
set forth in Section 2 of the Registration Rights Agreement.
9. Notices.
All
notices, requests, and other communications required or permitted to be given
or
delivered hereunder to the Holder of this Warrant shall be in writing, and
shall
be personally delivered, or shall be sent by certified or registered mail or
by
recognized overnight mail courier, postage prepaid and addressed, to such Holder
at the address shown for such Holder on the books of the Company, or at such
other address as shall have been furnished to the Company by notice from such
Holder. All notices, requests, and other communications required or permitted
to
be given or delivered hereunder to the Company shall be in writing, and shall
be
personally delivered, or shall be sent by certified or registered mail or by
recognized overnight mail courier, postage prepaid and addressed, to the office
of the Company at 000 Xxxxxxx Xxxxxx, XX, XX 00000, Attention: Chief Executive
Officer, or at such other address as shall have been furnished to the Holder
of
this Warrant by notice from the Company. All notices, requests, and other
communications required or permitted to be given or delivered hereunder to
the
Holder of this Warrant shall be in writing, and shall be personally delivered,
or shall be sent by certified or registered mail or by recognized overnight
mail
courier, postage prepaid and addressed, to Hyundai Syscomm Corp., 0000 Xxxx
Xxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxx Xxxx, XX 00000, Attention: Xxxxxx Xxx,
Chairman of the Board, or at such other address as shall have been furnished
to
the Company by notice from the Holder of this Warrant. Any such notice, request,
or other communication may be sent by facsimile, but shall in such case be
subsequently confirmed by a writing personally delivered or sent by certified
or
registered mail or by recognized overnight mail courier as provided above.
All
notices, requests, and other communications shall be deemed to have been given
either at the time of the receipt thereof by the person entitled to receive
such
notice at the address of such person for purposes of this Paragraph 9, or,
if
mailed by registered or certified mail or with a recognized overnight mail
courier upon deposit with the United States Post Office or such overnight mail
courier, if postage is prepaid and the mailing is properly addressed, as the
case may be.
5
10. Governing
Law.
THIS
WARRANT SHALL BE ENFORCED, GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS
OF THE STATE OF NEVADA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF
LAWS. THE PARTIES HERETO HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE
UNITED STATES FEDERAL COURTS LOCATED IN THE DISTRICT OF NEVADA WITH RESPECT
TO
ANY DISPUTE ARISING UNDER THIS WARRANT, THE AGREEMENTS ENTERED INTO IN
CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. BOTH
PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH SUIT OR PROCEEDING. BOTH PARTIES FURTHER AGREE THAT SERVICE
OF PROCESS UPON A PARTY MAILED BY FIRST CLASS MAIL SHALL BE DEEMED IN EVERY
RESPECT EFFECTIVE SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY’S RIGHT TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY LAW. BOTH PARTIES AGREE THAT A FINAL
NON-APPEALABLE JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL BE CONCLUSIVE
AND
MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON SUCH JUDGMENT OR IN ANY OTHER
LAWFUL MANNER. THE PARTY WHICH DOES NOT PREVAIL IN ANY DISPUTE ARISING UNDER
THIS WARRANT SHALL BE RESPONSIBLE FOR ALL FEES AND EXPENSES, INCLUDING
ATTORNEYS’ FEES, INCURRED BY THE PREVAILING PARTY IN CONNECTION WITH SUCH
DISPUTE.
11. Miscellaneous.
(a) Amendments.
This
Warrant and any provision hereof may only be amended by an instrument in writing
signed by the Company and the Holder hereof.
(b) Descriptive
Headings.
The
descriptive headings of the several paragraphs of this Warrant are inserted
for
purposes of reference only, and shall not affect the meaning or construction
of
any of the provisions hereof.
6
(d) Remedies.
The
Company acknowledges that a breach by it of its obligations hereunder will
cause
irreparable harm to the Holder, by vitiating the intent and purpose of the
transaction contemplated hereby. Accordingly, the Company acknowledges that
the
remedy at law for a breach of its obligations under this Warrant will be
inadequate and agrees, in the event of a breach or threatened breach by the
Company of the provisions of this Warrant, that the Holder shall be entitled,
in
addition to all other available remedies at law or in equity, and in addition
to
the penalties assessable herein, to an injunction or injunctions restraining,
preventing or curing any breach of this Warrant and to enforce specifically
the
terms and provisions thereof, without the necessity of showing economic loss
and
without any bond or other security being required.
IN
WITNESS WHEREOF,
the
Company has caused this Warrant to be signed by its duly authorized
officer.
By:
____________________________
Xxxxxx
Xxxxxxx
Chief
Executive Officer
Dated:
February 7, 2007
7
FORM
OF EXERCISE AGREEMENT
Dated:
______, 200_
To: ______________________
The
undersigned, pursuant to the provisions set forth in the within Warrant, hereby
agrees to purchase ________ shares of Common Stock covered by such Warrant,
and
makes payment herewith in full therefor at the price per share provided by
such
Warrant in cash or by certified or official bank check in the amount of, or,
if
the resale of such Common Stock by the undersigned is not currently registered
pursuant to an effective registration statement under the Securities Act of
1933, as amended, by surrender of securities issued by the Company (including
a
portion of the Warrant) having a market value (in the case of a portion of
this
Warrant, determined in accordance with Paragraph 11(c) of the Warrant) equal
to
$_________. Please issue a certificate or certificates for such shares of Common
Stock in the name of and pay any cash for any fractional share to:
Name:
_______________________
Signature:___________________
Address:_____________________
________________________
Note: The
above
signature should correspond exactly with the name on the face of the within
Warrant, if applicable.
and,
if
said number of shares of Common Stock shall not be all the shares purchasable
under the within Warrant, a new Warrant is to be issued in the name of said
undersigned covering the balance of the shares purchasable thereunder less
any
fraction of a share paid in cash.
8
FORM
OF ASSIGNMENT
FOR
VALUE RECEIVED,
the
undersigned hereby sells, assigns, and transfers all the rights of the
undersigned under the within Warrant, with respect to the number of shares
of
Common Stock covered thereby set forth hereinbelow, to:
Name
of
Assignee Address
No
of
Shares
,
and
hereby irrevocably constitutes and appoints ___________________________________
as agent and attorney-in-fact to transfer said Warrant on the books of the
within-named corporation, with full power of substitution in the
premises.
Dated: ________
__, 200_
In
the
presence of:
______________________________
Name:_____________________________
Signature:________________________
Title
of
Signing Officer or Agent
(if
any):_________________________
Address:__________________________
__________________________________
Note:
|
The
above signature should correspond exactly with the name on the face
of the
within Warrant, if applicable.
|