THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A
REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO UNDER SUCH ACT AND
APPLICABLE LAWS OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT
AND APPLICABLE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
SUCH REGISTRATION IS NOT REQUIRED.
Warrant to Purchase ___________ Shares of
Dated: ______________, 2007 Common Stock
WARRANT TO PURCHASE
COMMON STOCK
OF
GOTTAPLAY INTERACTIVE, INC.
This certifies that, for value received, ______________, or registered
assigns ("Holder") is entitled, subject to the terms set forth below, to
purchase from Gottaplay Interactive Inc. (the "Company"), a Nevada corporation,
__________ shares of common stock (the "Common Stock"), upon surrender hereof,
at the principal office of the Company referred to below, with the subscription
form attached hereto duly executed, and simultaneous payment therefor in lawful
money of the United States or otherwise as hereinafter provided, at the Exercise
Price as set forth in Section 2 below. The number and character of such shares
of capital stock and the Exercise Price are subject to adjustment as provided
below.
1. TERM OF WARRANT. Subject to the terms and conditions set forth herein, this
Warrant shall be exercisable, in whole or in part, during the term commencing on
the date hereof and ending at 5:00 p.m., Pacific Local Time, on the third (3rd)
anniversary thereafter, and shall be void thereafter.
2. EXERCISE PRICE. The exercise price at which this Warrant may be exercised
shall be $2.50.
3. EXERCISE OF WARRANT.
(a) METHOD OF EXERCISE. The purchase rights represented by this Warrant are
exercisable by the Holder in whole or in part, at any time, or from time to
time, during the term hereof as described in Section 1 above, by the surrender
of this Warrant and the Notice of Exercise annexed hereto duly completed and
executed on behalf of the Holder, at the principal office of the Company (or
such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company), upon payment in cash or by check acceptable to the Company, of the
purchase price of the shares to be purchased.
(b) ISSUANCE OF SHARES. This Warrant shall be deemed to have been exercised
immediately prior to the close of business on the date of its surrender for
exercise as provided above, and the person entitled to receive the shares of
capital stock issuable upon such exercise shall be treated for all purposes as
the holder of record of such shares as of the close of business on such date. As
promptly as practicable on or after such date and in any event within ten (10)
days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of shares issuable upon such exercise. In the event that this Warrant
is exercised in part, the Company at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of shares for which this
Warrant may then be exercised.
4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. In lieu of
any fractional share to which the Holder would otherwise be entitled (after
aggregating all shares that are being issued upon such exercise), the Company
shall make a cash payment equal to the Exercise Price multiplied by such
fraction.
5. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of loss, theft or destruction, on delivery of an indemnity agreement
reasonably satisfactory in form and substance to the Company or, in the case of
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense shall execute and deliver, in lieu of this Warrant, a new warrant of
like tenor and amount.
6. RIGHTS OF SHAREHOLDERS. The Holder shall not be entitled to vote or receive
dividends or be deemed the holder of capital stock or any other securities of
the Company that 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, 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
shareholders 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, or change of stock to no par
value, consolidation, merger, conveyance, or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise until this
Warrant shall have been exercised as provided herein.
7. TRANSFER OF WARRANT.
(a) TRANSFERABILITY AND NEGOTIABILITY OF WARRANT. This Warrant may not be
transferred or assigned in whole or in part without compliance with all
applicable Federal and state securities laws by the transferor and the
transferee (including the delivery of investment representation letters and
legal opinions reasonably satisfactory to the Company, if such are requested by
the Company). Subject to the provisions of this Warrant with respect to
compliance with the Securities Act of 1933, as amended (the "Act"), title to
this Warrant may be transferred by endorsement (by the Holder executing the
Assignment Form annexed hereto) and delivery in the same manner as a negotiable
instrument transferable by endorsement and delivery.
(b) EXCHANGE OF WARRANT UPON A TRANSFER. On surrender of this Warrant for
exchange, properly endorsed on the Assignment Form and subject to the provisions
of this Warrant with respect to compliance with the Act and with the limitations
on assignments and transfers contained in this Section 7, the Company at
Holder's expense shall issue to or on the order of the Holder a new warrant or
warrants of like tenor, in the name of the Holder or as the Holder (on payment
by the Holder of any applicable transfer taxes) may direct, for the number of
shares issuable upon exercise hereof.
(c) COMPLIANCE WITH SECURITIES LAWS.
(i) The Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the shares of capital stock to be issued upon exercise hereof are
being acquired for investment, and that the Holder will not offer, sell or
otherwise dispose of this Warrant or any shares of capital stock to be issued
upon exercise hereof except under circumstances that will not result in a
violation of the Act or any state securities laws.
(ii) This Warrant and all shares of capital stock issued upon exercise hereof or
conversion thereof shall be stamped or imprinted with a legend in substantially
the following form (in addition to any legend required by state securities
laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT THERETO
UNDER SUCH ACT AND APPLICABLE LAWS OR AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
8. AMENDMENTS AND WAIVERS.
(a) Except as provided in Section 1(b) above and Section 8(b) below, this
Warrant, or any provision hereof, may be amended, waived, discharged or
terminated only by a statement in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought.
(b) Any term or condition of this Warrant may be amended with the written
consent of the Company and the Holder.
(c) No waivers of, or exceptions to, any term, condition or provision of this
Warrant, in any one or more instances, shall be deemed to be, or construed as, a
further or continuing waiver of any such term, condition or provision.
9. ADJUSTMENTS. The Exercise Price and the shares purchasable hereunder are
subject to adjustment from time to time as follows:
(a) MERGER, SALE OF ASSETS, ETC. If at any time while this Warrant is
exercisable and unexpired there shall be (i) a reorganization (other than a
combination, reclassification, exchange or subdivision of shares otherwise
provided for herein), (ii) a merger or consolidation of the Company with or into
another corporation in which the Company is not the surviving entity, or a
reverse triangular merger in which the Company is the surviving entity but the
shares of the Company's capital stock outstanding immediately prior to the
merger are converted by virtue of the merger into other property, whether in the
form of securities, cash or otherwise, or (iii) a sale or transfer of the
Company's properties and assets as, or substantially as, an entirety to any
other corporation or other entity, then, as a part of such reorganization,
merger, consolidation, sale or transfer, lawful provision shall be made so that
the holder of this Warrant shall thereafter be entitled to receive upon exercise
of this Warrant, during the period specified herein and upon payment of the
Exercise Price then in effect, the number of shares of stock or other securities
or property of the successor corporation or other entity resulting from such
reorganization, merger, consolidation, merger, sale or transfer that a holder of
the shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately before such reorganization, merger,
consolidation, sale or transfer, all subject to further adjustment as provided
in this Section 9. The foregoing provision of this Section 9(a) shall similarly
apply to successive reorganizations, consolidations, mergers, sales and
transfers and to the stock or securities of any other corporation or other
entity that are at the time receivable upon the exercise of this Warrant. If the
per-share consideration payable to the Holder for shares in connection with any
such transaction is in a form other than cash or marketable securities, then the
value of such consideration shall be determined by the Board of Directors in
good faith .
(b) RECLASSIFICATION, ETC. If the Company, at any time while this Warrant is
exercisable and unexpired, by reclassification of securities or otherwise, shall
change any of the securities as to which purchase rights under this Warrant
exist into the same or a different number of securities of any other class or
classes, this Warrant shall thereafter represent the right to acquire such
number and kind of securities as would have been issuable as the result of such
change with respect to the securities that were subject to the purchase rights
under this Warrant immediately prior to such reclassification or other change
and the Exercise Price therefor shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 9.
(c) SPLIT, SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time
while this Warrant is exercisable and unexpired shall split, subdivide or
combine the securities as to which purchase rights under this Warrant exist,
into a different number of securities of the same class, the Exercise Price for
such securities shall be proportionately decreased in the case of a split or
subdivision or proportionately increased in the case of a combination and the
number of such securities shall be proportionately increased in the case of a
split or subdivision or proportionately decreased in the case of a combination.
(d) ADJUSTMENTS FOR DIVIDENDS IN STOCK OR OTHER SECURITIES OR PROPERTY. If while
this Warrant is exercisable and unexpired, the holder of the securities as to
which purchase rights under this Warrant exist (including without limitation
securities into which such securities may be converted) at the time shall have
received, or, on or after the record date fixed for the determination of
eligible shareholders, shall have become entitled to receive, without payment
therefor, other or additional stock or other securities or property (other than
cash) of the Company by way of dividend, then and in each case, this Warrant
shall represent the right to acquire, in addition to the number of shares of the
security receivable upon exercise of this Warrant, and without payment of any
additional consideration therefor, the amount of such other or additional stock
or other securities or property (other than cash) of the Company that such
holder would hold on the date of such exercise had it been the holder of record
of the security receivable upon exercise of this Warrant (or upon such
conversion) on the date hereof and had thereafter, during the period from the
date hereof to and including the date of such exercise, retained such shares
and/or all other additional stock available by it as aforesaid during such
period, giving effect to all adjustments called for during such period by the
provisions of this Section 9.
(e) CALCULATIONS. All calculations under this Section 9 shall be made to
the nearest four decimal points.
10. SATURDAYS, SUNDAYS AND HOLIDAYS. If the last or appointed day for the taking
of any action or the expiration of any right granted herein shall be a Saturday,
Sunday or legal holiday, then (notwithstanding anything herein to the contrary)
such action may be taken or such right may be exercised on the next succeeding
day that is not a Saturday, Sunday or legal holiday.
11. GOVERNING LAW. This Warrant shall be governed by and construed in accordance
with the laws of the State of Washington applicable to agreements made and to be
performed entirely within such State, without regard to the conflicts of law
principles of such State.
12. BINDING EFFECT. The terms of this Warrant shall be binding upon and inure to
the benefit of the Company and the Holder and their respective successors and
assigns.
IN WITNESS WHEREOF, Gottaplay Interactive, Inc. has caused this Warrant
to be executed by its officers thereunto duly authorized.
GOTTAPLAY INTERACTIVE, INC. "HOLDER"
a Nevada corporation
BY: BY:
Xxxx X. Xxxxx, Name: _________________________
Chief Executive Officer
NOTICE OF EXERCISE
(1) The undersigned hereby (A) elects to purchase _________ shares of
Common Stock of Gottaplay Interactive, Inc., pursuant to the provisions of
Section 3(a) of the attached Warrant, and tenders herewith payment of the
purchase price for such shares in full.
(2) In exercising this Warrant, the undersigned xxxxxx confirms and
acknowledges that the shares of capital stock to be issued upon exercise hereof
are being acquired for investment, and that the undersigned will not offer, sell
or otherwise dispose of any such shares of capital stock except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any applicable state securities laws.
(3) Please issue a certificate or certificates representing said shares
of Common Stock in the name of the undersigned or in such other name as is
specified below:
(Name)
(Name)
(4) Please issue a new Warrant for the unexercised portion of the
attached Warrant in the name of the undersigned or in such other name as is
specified below:
(Name)
(Signature) _____________(Date)
--------------------------------------------
Please mail completed form to:
Gottaplay Interactive, Inc.
Attn: X. Xxxxxxx Xxxxxx, Corporate Secretary
0000 Xxxxxxxx Xxxxxx, Xxxxx #000
Xxx Xxxxxx XX 00000
Phone: 000-000-0000
Fax: 000-000-0000
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Warrant
hereby sells, assigns and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below:
NAME OF XXXXXXXX ADDRESS NO. OF SHARES
and does hereby irrevocably constitute and appoint ____________________________
Attorney to make such transfer on the books of Gottaplay Interactive, Inc.,
maintained for the purpose, with full power of substitution in the premises.
The undersigned also represents that, by assignment hereof, the
Assignee acknowledges that this Warrant and the shares of stock to be issued
upon exercise hereof are being acquired for investment, and that the Assignee
will not offer, sell or otherwise dispose of this Warrant or any shares of stock
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Securities Act of 1933, as amended, or any
applicable state securities laws.
Dated: _____________________
Signature of Holder