Exhibit A to Warrant Agency Agreement
dated , 2000
NUMBER
W-A WARRANTS
VOID AFTER 5:00 P.M., UTAH TIME,
ON JUNE 30, 2002
CERTIFICATE FOR WARRANTS
FOR THE PURCHASE OF COMMON STOCK, $.001 PAR VALUE, OF
POWER MARKETING, INC.
Incorporated Under The Laws Of The State of Delaware
CUSIP N
THIS WARRANT CERTIFICATE CERTIFIES THAT, for value received,
or its
registered assigns ("Holder"), is the registered holder of the number of
warrants (Warrants) set forth above, issued by Power Marketing, Inc., a
Delaware corporation ("Company").
This Warrant Certificate is issued under and subject to all of the
terms, provisions and conditions of the Warrant Agency Agreement, dated as of
, 2000 the ("Warrant Agreement"), between the Company and
Interwest Transfer Company, Inc. (the "Warrant Agent"), to all of which terms,
provisions and conditions the holder of this Warrant consents by acceptance
hereof. The Warrant Agreement is incorporated herein by reference and made a
part hereof, and reference is made to the Warrant Agreement for a full
description of the rights, limitations of rights, obligations, duties and
immunities of the Warrant Agent, the Company and the Holders of the Warrant
Certificates. Copies of the Warrant Agreement are available for inspection at
the offices of the Warrant Agent at 1981 East 0000 Xxxxx, Xxxxx 000, Xxxx Xxxx
Xxxx, Xxxx 00000, or may be obtained upon written request addressed to the
Company at 426 South 0000 Xxxx, #000, Xxxx Xxxx Xxxx, Xxxx 00000.
Each Warrant entitles the Holder thereof to purchase from the Company,
subject to the terms and conditions set forth hereinafter and in the Warrant
Agreement, one (1) fully paid and nonassessable share of common stock, $.001
par value, of the Company ("Common Stock") upon presentation and surrender of
this Warrant Certificate with the exercise form hereon duly completed and
executed, at any time prior to 5:00 p.m., Utah time, on June 30, 2002
("Exercise Period"), at the stock transfer office of the Warrant Agent or of
any successor warrant agent or, if there be no successor warrant agent, at the
corporate offices of the Company, and upon payment of $1.00 per share of
Common Stock ("Purchase Price") and any applicable taxes paid either in cash,
or by certified or official bank check, payable in lawful money of the United
States of America to the order of the Company. The Holder may exercise all or
any whole number of Warrants evidenced hereby. The Purchase Price and the
number of shares of Common Stock issuable upon exercise of a Warrant are
subject to adjustment in certain events specified in the Warrant Agreement.
The purchase rights represented by this Warrant Certificate shall not be
exercisable with respect to a fraction of a share of Common Stock. As to any
fractions of a share which would otherwise be purchasable on the exercise of a
Warrant, the Company shall pay the cash value thereof determined as provided
in the Warrant Agreement. In case of the purchase of less than all the shares
purchasable under this Warrant Certificate, the Company shall cancel this
Warrant Certificate upon the surrender hereof and shall execute and deliver a
new Warrant Certificate of like tenor for the balance of shares purchasable
hereunder.
This Warrant Certificate shall not entitle the holder hereof to any
voting rights or other rights as a shareholder of the Company, or to any other
rights whatsoever except the rights herein expressed and such as are set
forth, and no dividends shall be payable or shall accrue in respect of the
Warrants represented by this Warrant Certificate except to the extent that
such Warrants shall be exercised.
Upon 30 days' prior written notice, the Company may at any time redeem
all or any portion of the outstanding Warrants for $0.01 per Warrant.
The Warrants are exercisable immediately, provided that a current
prospectus relating to the shares of Common Stock issuable upon exercise
hereof is in effect and that such shares are qualified for sale or deemed to
be exempt from qualification, under applicable state securities laws. All
Warrants not theretofore exercised or redeemed shall expire at 5:00 p.m., Utah
time on June 30, 2002, and any Warrant not exercised by such time shall become
void unless extended by the Company.
This Warrant Certificate, with or without other Certificates, upon
presentation and surrender to the Warrant Agent, any successor warrant agent
or, in the absence of any successor warrant agent, at the corporate offices of
the Company, may be exchanged for another Warrant Certificate or Certificates
evidencing in the aggregate the same number of Warrants as the Warrant
Certificate or Certificates so surrendered, subject to such terms and
conditions set forth in the Warrant Agreement. If the Warrants evidenced by
this Warrant Certificate shall be exercised in part, the holder hereof shall
be entitled to receive upon surrender hereof another Warrant Certificate or
Certificates evidencing the number of Warrants not so exercised.
The Company shall not be required to issue or deliver any certificate
for shares of Common Stock or other securities upon the exercise of Warrants
evidenced by this Warrant Certificate until any tax which may be payable in
respect thereof by the Holder pursuant to the Warrant Agreement shall have
been paid.
This Warrant Certificate shall not be valid or obligatory for any
purpose until countersigned by the Warrant Agent.
Except as permitted by the Company, this Warrant Certificate and all
rights hereunder are nontransferable. If and only if permitted by the Company,
a transfer by the registered holder hereof in person or by its duly authorized
attorney, may be made on the books of the Warrant Agent upon surrender of this
Warrant Certificate, properly endorsed, to the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be signed by its President and has caused a facsimile of its corporate seal to
be imprinted hereon.
POWER MARKETING, INC.
Date of Issuance
By:
Xxxx Xxxxx, President
COUNTERSIGNED:
( Corporate Seal ) Interwest Transfer Company, Inc.
As Warrant Agent
by:
Authorized Signature
WARCERTA.wpd
