Warrant No. A-_________ Warrant to Purchase ______
Common Shares, $.0001 Par Value,
Of Wallstreet Racing Stables, Inc.
WALLSTREET RACING STABLES, INC.
WARRANT TO PURCHASE COMMON SHARES
THIS CERTIFIES THAT, for value received _______________________
or registered assigns (Holder) is entitled to purchase, subject to
the provisions of this Warrant, from WALLSTREET RACING STABLES, INC.,
a Colorado corporation (the "Company"), commencing as of the date of
this Warrant and for a period thereafter set forth in this Warrant,
_______ Common Shares of the Company, par value $.0001 per share
("Common Shares"). The number of Common Shares to be received upon
the exercise of this Warrant and the price to be paid per share may
be adjusted from time to time as hereinafter set forth. The Common
Shares deliverable upon such exercise, as adjusted from time to time,
and hereinafter sometimes referred to as Warrant Shares and the
exercise price of a share of Common Shares in effect at any time as is
adjusted from time to time is hereinafter sometimes referred to as
the Exercise Price.
(a) EXERCISE OF WARRANT. Subject to the provisions of Section
(f) hereof, the Holder is entitled to purchase an aggregate of Common
Shares at an exercise price equal to $2.00 per share, commencing on
the date hereof and continuing until April 30, 1998 (the "Exercise
Period" or "Expiration Date"). Any Warrants remaining unexercised
following expiration of the Exercise Period shall be void and of no
further effect. The Warrants shall become void at 5:00 p.m. Mountain
time on the Expiration Date, or if such date is a day on which
banking institutions are authorized by the laws of the State of
Colorado to close, then on the next succeeding day which shall not be
such a day. The Warrants shall be exercisable by presentation and
surrender thereof to the Company or at the office of its stock
transfer agent, if any, with the Form of Election annexed hereto duly
executed and accompanied by payment of the Exercise Price for the
number of shares specified in that form, together with all Federal
and state taxes applicable thereto and transfer fees, if any. If
this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver
a new Warrant evidencing the right of the Holder to purchase the
balance of the shares purchasable hereunder. Upon receipt by the
Company of this Warrant at the office or agency of the Company, in
proper form for exercise, together with payment of the Exercise
Price, the Holder shall be deemed to be the holder of record of the
Common Shares issuable upon such exercise, notwithstanding that the
stock transfer books of the Company shall then be closed or that
certificates representing such Common Shares shall not then be
actually delivered to the Holder.
(b) RESERVATION OF SHARES. The Company hereby agrees that at
all times, there shall be reserved for issuance and/or delivery upon
exercise of this Warrant such number of its Common Shares as shall be
required for issuance or delivery upon exercise of this Warrant.
(c) EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of
its stock transfer agent, if any, for other Warrants of different
denominations entitling the Holder thereof to purchase in the
aggregate the same number of Common Shares purchasable hereunder.
Except as restricted by law or as otherwise Provided herein, this
Warrant and all rights hereunder are transferable by the Holder in
person or by duly authorized attorney on the books of the Company upon
surrender of this Warrant, with the Form of Assignment annexed hereto duly
executed, to the Company or at the office of its stock transfer agent,
if any, accompanied by payment of all transfer taxes, if any, payable in
connection herewith; whereupon the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such
instrument or assignment and this Warrant shall promptly be cancelled.
This Warrant may be divided or combined with other warrants which carry
the same rights upon presentation hereof at the office of the Company,
together with a written notice specifying the names and denominations in
which new Warrants are to be issued and signed by the Holder hereof. The
term "Warrant" as used herein includes any Warrants issued in substitution
for or replacement of this Warrant, or into which this Warrant may be
divided or exchanged. Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute
and deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered shall be the legal, valid and binding
obligation of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS WARRANT SET
FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH HEREIN.
IN WITNESSS WHEREOF, the Company has caused this Warrant
Certificate to be signed by its President and by its Secretary, each
by a facsimile of said officers' signatures, and has caused a facsimile
of its corporate seal to be imprinted hereon.
WALLSTREET RACING STABLES, INC.
By: /s/ Xxxxxxx X. XxXxxxxxx
Xxxxxxx X. XxXxxxxxx, President
ATTEST:
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Secretary
ADDITIONAL PROVISIONS
(d) RIGHTS OF THE HOLDERS. The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Company,
either at law or equity, and the rights of the Holder are limited to
those expressed in the Warrant and are not enforceable against the
Company except to the extent set forth herein.
(e) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall
be outstanding and unexercised (i) if the Company shall pay any
dividend or make any distribution upon the Common Shares or (ii)
if any capital reorganization of the Company, reclassification of
the capital stock of the Company, consolidation or merger of the
Company with or into another corporation, sale, lease or transfer
of all or substantially all of the property and assets of the
Company to another corporation, or voluntary or involuntary
dissolution, liquidation or winding up of the Company shall be
effected, then, in any such case, the Company shall cause to be
delivered to the Holder, at least ten days prior to the date
specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating
the date on which (x) a record is to be taken for the purpose of
such dividend, distribution or rights, or (y) such reclassification,
reorganization, consolidation, merger, conveyance, lease, dissolution,
liquidation or winding up is to take place and the date, if any is to be
fixed, as of which the holders of Commons Shares or record shall be
entitled to exchange their Common Shares for securities or other property
deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.
(f) RECLASSIFICATION, REORGANIZATION, OR MERGER. In the case of
any reclassification, capital reorganization or other change outstanding
Common Shares of the Company (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 an issuance of Common Shares by way of dividend or other
distribution or a subdividsion or combination), or in case of any
consolidation or merger of the Company with or into another corporation
(other than a merger in which the Company is the continuing corporation
and which does not result in any reclassification, capital reorganization
or other change of outstanding Common Shares of the class issuable upon
exercise of this Warrant) or in the case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the Company shall cause effective provision
to be made so that the Holder shall have the right thereafter, by exercising
this Warrant, to purchase the kind and amount of shares of stock and other
securities and property that would have been received by such Holder if he
had owned the number of shares purchasable upon exercise of the Warrant at
the time of such reclassification, capital reorganization or other change,
consolidation, merger, sale or conveyance. Any such provision shall include
provision for adjustments provided for in this Warrant. The foregoing
provisions of this Section (f) shall similarly apply to successive
reclassification, capital reorganizations and changes of Common Shares and
to successive consolidations, mergers, sales or conveyances.
(g) SHARES, SPLITS, OR COMBINATIONS. In the case the Company
shall at any time subdivide or combine the outstanding Common Shares, the
Exercise Price shall be proportionately decreased in the case of such
subdivision or increased in the case of such combination on the date that
such subdivision or combination shall become effective. The Company shall
not be required to give effect to any adjustment in the Exercise Price
unless and until the net effect of one or more adjustments, determined as
set forth above, shall have required a change of the Exercise Price by at
least $.10. Upon any adjustment of the Exercise Price, the holder of the
Warrant shall thereafter be entitled to purchase, at the new Exercise Price,
the number of Common Shares calculated to the nearest full share, obtained
by multiplying the number of Common Shares 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 New Exercise Price.
(h) TRANSFER TO COMPLY WITH THE 1933 ACT.
(1) This Warrant or the Warrant Shares or any other security
issued or issuable upon exercise of this Warrant, unless registered, may
not be sold, transferred or otherwise disposed of except to a person who,
in the opinion of counsel for the Company, is a person to whom this
Warrant or such Warrant Shares may legally be transferred pursuant to
Section (c) hereof without registration and without delivery of a current
prospectus under the 1933 Act with respect thereto and then only against
receipt of any agreement of such person to comply with the provisions of
this Section (h) with respect to any resale or other disposition of such
securities.
(2) The Company may cause the following legend to be set forth
on each certificate representing Warrant Shares or any other security
issued or issuable upon exercise of this Warrant not theretofore
registered for distribution to the public, unless counsel for the
Company is of the opinion as to any such certificate that such legend is
unnecessary.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR
SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 (THE "1933
ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT
THE AVAILABILTY OF WHICH IS TO BE ESTABLISHED TO THE SATISIFACTION
OF THE COMPANY.
(i) APPLICABLE LAW. This Warrant shall be governed by, and construed
in accordance with the law of the State of Colorado.
(j) EFFECTIVE DATE. This Warrant shall be effective as of June 1996.
Should the racing commission of any state or jurisdiction determine
that a holder or beneficial owner of the Corporation's equity securities
is required to be licensed and such person or entity shall fail or refuse to
become licensed within 60 days of such determination, or should the Board
of Directors of the Corporation conclude for just cause that the status of
any person or entity as a stockholder of the Corporation jeopardizes its
license or application for license, the Corporation shall have the right
and option to acquire such person's shares of the Corporation at a price
equal to the following amount:
i. In the event the Corporation's stock is listed on Nasdaq at
the time of election, the purchase price shall be equal to the mean
between the closing bid and asked prices for the stock on the date
immediately preceding the date notification is received by such
stockholder of the Corporation's option to acquire his capital stock;
ii. In the event the Corporation's stock is listed or quoted in any
other recognized medium, such as OTC BULLETION BOARD or "pink sheets"
maintained by the member of the NASD, the purchase price shall be
equal to the last sales price for the Company's stock on the date
immediately preceding receipt of notice by the stockholder;
iii. In the event no recognized medium for quotation or trading exists
for the stock, the purchase price shall be equal to the purchase price
paid by the investor, as evidenced by reasonably acceptable evidence
including canceled checks, wire transfer or other evidence of
consideration paid.
WALLSTREET RACING STABLES, INC.
FORM OF ELECTION
(To be executed by the Registered Holder if he desires to exercise
Warrants evidenced by the within Warrant Certificate)
TO: WALLSTREET RACING STABLES, INC.
The undersigned hereby irrevocably elects to exercise ________________
Warrants, evidenced by the within Warrant Certificate for, and to purchase
thereunder _________________________ full Common Shares issuable upon
exercise of said Warrants and delivery of $ ______________________ and any
applicable taxes.
The undersigned requests that certificates for such shares be issued in
the name of:
_________________________________________ PLEASE INSERT SOCIAL SECURITY
(Please print name and address) OR TAX IDENTIFICATION NUMBER:
_________________________________________ ______________________________
_________________________________________
If said number of Warrants shall not be all the Warrants evidenced by the
within Warrant Certificate, the undersigned requests that a new Warrant
Certificate evidencing the Warrants not so exercised be issued in the name of
and delivered to:
_________________________________________ PLEASE INSERT SOCIAL SECURITY
(Please print name and address) OR TAX IDENTIFICATION NUMBER:
_________________________________________ ______________________________
_________________________________________
Dated: ___________________________ Signature:____________________
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever, or if signed by any other
person the Form of Assignment hereon must be duly executed and if the
certificate representing the shares or any Warrant Certificate representing
Warrants not exercised is to be registered in a name other than that in
which the within Warrant Certificate is registered, the signature of the
holder hereof must be guaranteed.
Signature Guaranteed: ____________________________________
SIGNATURES MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF
THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST STOCK
EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
WALLSTREET RACING STABLES, INC.
FORM OF ASSIGNMENT
(To be executed by the Registered Holder if he desires to assign
Warrants evidenced by the within Warrant Certificate)
FOR VALUE RECEIVED, _____________________ hereby sells, assigns and
transfers unto _________________________, (#) _____________________
Warrants, evidenced by the within Warrant Certificate, and does hereby
irrevocably constitute and appoint _________________________ Attorney to
transfer the said Warrant evidenced by the within Warrant Certificate on
the books of the Company, with full power of substitution.
Dated: ______________________________ _____________________________________
(Signature)
_____________________________________
(Please Print Name)
NOTICE: The above signature must correspond with the name as written upon
the face of the within Warrant Certificate in every particular, without
alteration or enlargement or any change whatsoever.
Signature Guaranteed: ____________________________________
SIGNATURES MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF ONE OF
THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE, PACIFIC COAST
STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST STOCK EXCHANGE.
