STOCK PURCHASE WARRANT To Purchase [ ]1 Shares of Class A Common Stock of Kraig Biocraft Laboratories, Inc.
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY OTHER APPLICABLE SECURITIES LAWS IN
RELIANCE UPON AN EXEMPTION FROM THEREGISTRATION REQUIREMENTS OF THE
SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS WARRANT
NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD, PLEDGED,
TRANSFERRED, ENCUMBERED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
REGULATION S OF THE SECURITIES ACT, AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS
EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES
ACT, SUPPORTED IN EACH CASE (OTHER THAN PURSUANT TO A REGISTRATION
STATEMENT) BY AN OPINION OF COUNSEL.
Warrant No.: [ ]
STOCK PURCHASE WARRANT
To Purchase [ ]1 Shares of
Class A Common Stock of
Xxxxx Biocraft Laboratories, Inc.
DATE:
[
], 2019 (the “Issuance
Date”)
This Warrant is issued to ________________
(“Holder”) by Xxxxx Biocraft Laboratories, Inc., a
Wyoming corporation (the “Company”), in connection with a certain Securities
Purchase Agreement dated [ ], 2019 by and between the Company and Holder (the
“Purchase
Agreement”).
1. Purchase of
Shares. Subject to the terms
and conditions hereinafter set forth, Holder is entitled, upon
surrender of this Warrant at the principal office of the Company
(or at such other place as the Company shall notify the Holder
hereof in writing), to purchase from the Company up to [
] fully paid and nonassessable shares of the Company’s
Class A Common Stock, no par value (each a
“Share” and collectively the
“Shares”) at an exercise price of
$[
]2 per
Share (such price, as adjusted from time to time, is herein
referred to as the “Exercise
Price”).
2. Exercise
Period. This Warrant shall be
exercisable, in whole or in part, during the term commencing on the
Issuance Date and ending at 5 p.m. eastern time on [
]3 for
one-half of the Warrants, and ending at 5 p.m. eastern time on [ ]
for the other half of the Warrants (each period being referred to
as the “Exercise
Period”).
3. Method of
Exercise. While this Warrant
remains outstanding and exercisable in accordance with
Section 2 above, the Holder may exercise from time to time, in
whole or in part, the purchase rights evidenced hereby. Such
exercise shall be effected by:
(i)
the surrender of the Warrant, together with a notice of exercise to
the Secretary of the Company at its principal offices;
and
(ii)
the payment to the Company of an amount equal to the aggregate
Exercise Price for the number of Shares being
purchased.
4. Certificates for
Shares; Amendments of Warrants.
Upon the exercise of the purchase rights evidenced by this Warrant,
one or more certificates for the number of Shares so purchased
shall be issued as soon as practicable thereafter bearing a
restrictive legend (the “Legend”) in such form and substance as set forth
in Section 10, and in any event within thirty (30) days of the
delivery of the exercise notice. Upon partial exercise, the Company
shall promptly issue an amended Warrant representing the remaining
number of Shares purchasable thereunder. All other terms and
conditions of such amended Warrant shall be identical to those
contained herein, including the Issuance Date.
5. Issuance of
Shares. The Company covenants
that (i) the Shares, when issued pursuant to the exercise of
this Warrant, will be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens, and charges with
respect to the issuance thereof, (ii) during the respective
Exercise Period the Company will reserve from its authorized and
unissued Class A Common Stock, such number of sufficient Shares in
order to perform its obligations under this
warrant.
6. Adjustment of Exercise
Price and Number of Shares. The
number of and kind of securities purchasable upon exercise of this
Warrant and the Exercise Price shall be subject to adjustment from
time to time as follows:
(a) Subdivisions,
Combinations and Other Issuances. If the Company shall at any time before the
expiration of this Warrant subdivide the Shares, by split-up or
otherwise, or combine its Shares, or issue additional shares of its
Shares as a dividend, the number of Shares issuable on the exercise
of this Warrant shall forthwith be proportionately increased in the
case of a subdivision or stock dividend, or proportionately
decreased in the case of a combination. Appropriate adjustments
shall also be made to the purchase price payable per share, but the
aggregate purchase price payable for the total number of Shares
purchasable under this Warrant (as adjusted) shall remain the same.
Any adjustment under this Section 6(a) shall become effective
at the close of business on the date the subdivision or combination
becomes effective, or as of the record date of such dividend, or in
the event that no record date is fixed, upon the making of such
dividend.
(b) Reclassification,
Reorganization and Consolidation. In case of any reclassification, capital
reorganization, or change in the capital stock (including because
of a change of control) of the Company (other than as a result of a
subdivision, combination, or stock dividend provided for in
Section 6(a) above), then the Company shall make appropriate
provision so that the Holder of this Warrant shall have the right
at any time before the expiration of this Warrant to purchase, at a
total price equal to that payable upon the exercise of this
Warrant, the kind and amount of shares of stock and other
securities and property receivable in connection with such
reclassification, reorganization, or change by a Holder of the same
number of Shares as were purchasable by the Holder of this Warrant
immediately before such reclassification, reorganization, or
change. In any such case, appropriate provisions shall be made with
respect to the rights and interest of the Holder of this Warrant so
that the provisions hereof shall thereafter be applicable with
respect to any shares of stock or other securities and property
deliverable upon exercise hereof, and appropriate adjustments shall
be made to the purchase price per share payable hereunder, provided
the aggregate purchase price shall remain the
same.
(c) Notice of
Adjustment. When any adjustment
is required to be made in the number or kind of shares purchasable
upon exercise of the Warrant, or in the Exercise Price, the Company
shall promptly notify the Holder of such event and of the number of
Shares or other securities or property thereafter purchasable upon
exercise of this Warrant.
7. No Fractional Shares
or Scrip. No fractional shares
or scrip representing fractional shares shall be issued upon the
exercise of this Warrant. As to any fraction of a share
which the Holder would otherwise be entitled to purchase upon such
exercise, the Company shall, at its election, either pay a cash
adjustment in respect of such final fraction in an amount equal to
such fraction multiplied by the applicable Exercise Price or shall
round up to the next whole share.
8. Representations of the
Company. The Company represents
that all corporate actions on the part of the Company, its
officers, directors and stockholders necessary for the sale and
issuance of this Warrant have been taken.
9. Representations and
Warranties by the Holder. The
Holder represents and warrants to the Company as
follows:
(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 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.
(c)
The Holder is able to bear the economic risk of the purchase of the
Shares pursuant to the terms of this Warrant.
(d) Regulation S Exemption. The
Holder acknowledges and agrees that the Warrant has not been and
the Shares shall not be registered under the Securities Act, nor
has the Warrant been or shall the Shares be registered under any
state securities or "blue sky" laws of any state of the United
States, and are being and will be issued only in a transaction not
involving any public offering within the meaning of the Securities
Act, and, unless so registered, may not be offered or sold in the
United States or to U.S. Persons (as defined herein), except
pursuant to an effective registration statement under the
Securities Act, or pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act, and in each case only in accordance with applicable
state and provincial securities laws. The Holder understands that
the Warrant is being and the Shares will be offered and sold to
him, her or it in reliance on an exemption from the registration
requirements of United States federal and state securities laws
under Regulation S promulgated under the Securities Act and that
Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and
understandings of the Holder set forth herein in order to determine
the applicability of such exemptions and the suitability of the
Holder to acquire the Warrant and the Shares. In this
regard, the Holder represents, warrants and agrees
that:
(i) The
Purchaser is a “non-U.S.
Person” as defined in Regulation S promulgated under the
Securities Act and is not an affiliate (as defined in Rule
501(b) under the Securities Act) of the Company and is not
acquiring the Warrants or Shares for the account or benefit of a
U.S. Person.
(ii) At
the time of the origination of contact concerning this Agreement
and the date of the execution and delivery of this Agreement, the
Holder was outside of the United States.
(iii) The
Holder realizes that the basis for the exemption may not be present
if, notwithstanding such representations, the Holder has in mind
merely acquiring the Shares for a fixed or determinable period in
the future, or for a market rise, or for sale if the market does
not rise. The Holder does not have any such intention.
(iv)
The
Holder will not, during the period commencing on the date of
issuance of the Shares and ending on the first anniversary of such
date, or such shorter period as may be permitted by Regulation S or
other applicable securities law (the “Restricted Period”),
offer, sell, pledge or otherwise transfer the Warrants or Shares in
the United States, or to a U.S. Person for the account or for the
benefit of a U.S. Person, or otherwise in a manner that is not in
compliance with Regulation S.
(v) The
Holder will, after expiration of the Restricted Period, offer,
sell, pledge or otherwise transfer the Warrants and Shares only
pursuant to registration under the Securities Act or an available
exemption therefrom and, in accordance with all applicable state
and foreign securities laws.
(vi) The
Holder was not in the United States engaged in, and prior to the
expiration of the Restricted Period will not engage in, any short
selling of or any hedging transaction with respect to the Shares,
including without limitation, any put, call or other option
transaction, option writing or equity swap.
(vii) Neither
the Holder nor or any person acting on his behalf has engaged, nor
will engage, in any directed selling efforts to a U.S. Person with
respect to the Shares and the Holder and any person acting on his
or her behalf have complied and will comply with the
“offering restrictions” requirements of Regulation S
under the Securities Act.
(viii) The
transactions contemplated by this Agreement have not been
pre-arranged with a buyer located in the United States or with a
U.S. Person, and are not part of a plan or scheme to evade the
registration requirements of the Securities Act.
(ix) Neither
the Holder nor any person acting on its behalf has undertaken or
carried out any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the
market in the United States, its territories or possessions, for
any of the Shares. The Holder agrees not to cause any
advertisement of the Shares to be published in any newspaper or
periodical or posted in any public place and not to issue any
circular relating to the Shares, except such advertisements that
include the statements required by Regulation S under the
Securities Act, and only offshore and not in the U.S. or its
territories, and only in compliance with any local applicable
securities laws.
(e) No
Advertisements or Direct Selling Effort. The
Holder is not receiving the Warrant as a result of or subsequent to
any advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over
television or radio or via the Internet, or presented at any
seminar or meeting. The Holder has not acquired the Warrants as a
result of, and will not itself engage in, any "directed selling
efforts" (as defined in Regulation S) in the United States in
respect of any of the Shares which would include any activities
undertaken for the purpose of, or that could reasonably be expected
to have the effect of, conditioning the market in the United States
for the resale of any of the Shares; provided, however, that the
Holder may sell or otherwise dispose of any of the Shares pursuant
to registration of any of the Shares pursuant to the Securities Act
and any applicable state securities laws or under an exemption from
such registration requirements and as otherwise provided
herein.
(f) Legend. The
Holder acknowledges and agrees that the Shares shall bear the
Legend, in the form and substance as set forth in Section 10
hereof, prohibiting the offer, sale, pledge or transfer of the
securities, except (i) pursuant to an effective registration
statement filed under the Securities Act, (ii) in accordance with
the applicable provisions of Regulation S, promulgated under the
Securities Act, (iii) pursuant to an exemption from registration
provided by Rule 144 under the Securities Act (if available), and
(iv) pursuant to any other exemption from the registration
requirements of the Securities Act or for estate planning
purposes.
10. Restrictive
Legend.
The
Shares (unless registered under the Act) shall be stamped or
imprinted with a legend in substantially the following
form:
THESE
SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “SECURITIES ACT”). THE SHARES HAVE BEEN
ISSUED IN AN OFFSHORE TRANSACTION BY BIOCRAFT LABORATORIES,
INC., IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY REGULATION S. THE
SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED,
EITHER DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED IN
REGULATION S) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH
REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT, THE AVAILABILITY OF WHICH IS TO BE
ESTABLISHED TO THE REASONABLE SATISFACTION OF BIOCRAFT LABORATORIES,
INC. HEDGING TRANSACTIONS INVOLVING THE SHARES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
ACT.
11. Non-Transferable.
The Warrant may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or
otherwise) other than by will or by the applicable laws of descent
and distribution, and shall not be subject to execution, attachment
or similar process. Any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of Warrant or of any right or
privilege conferred hereby shall be null and
void.
12. Rights of
Stockholders. No Holder of this
Warrant shall be entitled, as a Warrant Holder, to vote or receive
dividends or be deemed the Holder of the Shares or any other
securities of the Company which may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained
herein be construed to confer upon the Holder of this Warrant, as
such, any of the rights of a stockholder of the Company or any
right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock,
change of par value, consolidation, merger, conveyance, or
otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until the Warrant
shall have been exercised and the Shares purchasable upon the
exercise hereof shall have become deliverable, as provided
herein.
13. Notices.
All notices and other communications required or permitted
hereunder shall be given in accordance with the Notice provisions
of the Purchase Agreement.
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 New
York, without regard to the conflicts of law provisions of New York
or of any other state.
15. Rights and Obligations
Survive Exercise of Warrant. Unless otherwise provided herein, the rights
and obligations of the Company, of the Holder of this Warrant and
of the Holder of the Shares issued upon exercise of this Warrant,
shall survive the exercise of this Warrant.
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Xxxxx Biocraft Laboratories, Inc.
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By:
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Its:
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3 ½ of all the 6 Warrants shall expire 24
months from the Issuance Date; ½ of all the 6 Warrants shall
expire 36 months from the Issuance Date; ½ of all 8 Warrants
shall expire 36 months from the Issuance Date; ½ of all 8
Warrants shall expire 48 months from the Issuance
Date.
EXHIBIT A
NOTICE OF EXERCISE
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TO:
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Xxxxx
Biocraft Laboratories, Inc.
0000
Xxxxx Xxxxx Xxxxxx
Xxxxx
000
Xxx
Xxxxx, XX 00000
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Attention:
Xxx Xxxx
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1. The undersigned hereby elects to
purchase shares
of Class A Common Stock of Xxxxx Biocraft Laboratories, Inc.
(the “Shares”) at a price of $_____, pursuant to the
terms of the attached Warrant.
2.
The undersigned elects to exercise the attached Warrant by means of
a cash payment, and tenders herewith payment in full for the
purchase price of the shares being purchased, together with all
applicable transfer taxes, if any.
3.
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)
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(Address)
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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 9 of the attached Warrant (including Section 9(e)
thereof) are true and correct as of the date hereof.
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(Signature)
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(Name)
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(Date)
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(Title)
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