PINPOINT RECOVERY SOLUTIONS CORP. WARRANT AGREEMENT
THE
WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT
OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED
UNLESS THE REGISTRATION PROVISIONS OF SAID
ACT
OR APPLICABLE STATE LAW HAVE BEEN COMPLIED WITH
OR
UNLESS THE COMPANY HAS RECEIVED AN OPINION OF ITS
COUNSEL OR AN OPINION OF OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
AND ITS COUNSEL THAT SUCH REGISTRATION
IS NOT REQUIRED.
THE
TRANSFER OF THIS WARRANT IS RESTRICTED
AS DESCRIBED HEREIN.
Warrant
for the Purchase of Shares of Common Stock,
par
value
.001 per Share
|
No.
45
|
154,680
Shares
|
THIS
CERTIFIES that, for receipt in hand of $.001 and other value received, ▇.▇.
▇▇▇▇▇▇▇
& Company LLC (the "Holder"), is entitled to subscribe for and purchase from
PINPOINT
RECOVERY SOLUTIONS CORP., a Delaware corporation (the "Company"), upon
the
terms
and conditions set forth herein, at any time or from time to time after June
27,
2007 and
before 5:00 P.M. New York time on June 26, 2012 (the "Exercise Period"), 154,680
shares of
the
Company's Common Stock, par value $.001 per share (the "Common Stock"), at
a
price of
$2.50
per share (the "Exercise Price"). This Warrant is the warrant or one of the
warrants (collectively, including any warrants issued upon the exercise or
transfer of any such warrants in
whole
or
in part, the "Warrants") granted pursuant to the terms of that certain Purchase
Agreement dated the date hereof between Holder and the Company. As used herein
the term "this
Warrant" shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as
a
consequence
of the exercise or transfer of this Warrant in whole or in part.
The
number of shares of Common Stock issuable upon exercise of the Warrants
(the
"Warrant Shares") and the Exercise Price may be adjusted from time to time
as
hereinafter set
forth.
1.
(a)
This Warrant may be exercised during the Exercise Period, as to the whole
or
any lesser number of whole Warrant Shares, by the surrender of this Warrant
(with the form
of
election attached hereto duly executed) to the Company at its office at ▇▇
▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as is designated
in
writing by
the
Company, together with a certified or bank cashier's check payable to the order
of the Company
in an amount equal to the Exercise Price multiplied by the number of Warrant
Shares for
which
this Warrant is being exercised (the "Aggregate Exercise Price"); (b) Warrant
Shares (or the right to receive such number of shares pursuant to Section 1(b)
having an aggregate Current
Market Price equal to the Warrant Price for all the shares being purchased;
or
(c) any combination
of the foregoing.
(b)
If
the Current Market Price of one share of Common Stock is greater than the
Current Warrant Price, this Warrant may be exercised by means of a written
notice as described in Section 1(a), marked to reflect a "Net
Issue Exercise" and
specifying the amount of Warrant
Shares to be purchased. Upon such exercise, the Holder shall be entitled to
receive Warrant
Shares equal in value to the value of this Warrant (or the portion thereof
being
cancelled)
and the Company shall issue to Holder a number of shares of Warrant Shares
computed
as of the date of surrender of this Warrant to the Company using the following
formula:
X
=
Y(A-B)
A
Where
X =
the number of shares of Warrant Shares to be issued to Holder under this Section
1(b);
Y=
the
number of shares of Warrant Shares purchasable under this Warrant or, if only
a
portion
of the Warrant is being exercised, the portion of the Warrant being cancelled
(at the date of such calculation);
A
= the
Current Market Price of one share of the Warrant Shares (at the date of such
calculation); and
B
= the
Current Warrant Price (as adjusted to the date of such
calculation).
"Warrant
Price" shall mean an amount equal to (i) the number of shares of Common Stock
being purchased
upon exercise of the Warrant pursuant to Section 1 hereof, multiplied by (ii)
the "Current
Warrant Price" as of the date of such exercise. The "Current Warrant Price"
shall mean $2.50,
subject to any adjustments to such amount made in accordance with Section 5
hereof.
2. Upon
each
exercise of the Holder's rights to purchase Warrant Shares, the Holder shall
be
deemed to be the holder of record of the Warrant Shares issuable upon such
exercise,
notwithstanding that the transfer books of the Company shall then be closed
or
certificates
representing such Warrant Shares shall not then have been actually delivered
to
the Holder.
As soon as practicable after each such exercise of this Warrant, the Company
shall issue and
deliver to the Holder a certificate or certificates for the Warrant Shares
issuable upon such exercise,
registered in the name of the Holder or its designee. 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
Warrant Shares (or portions thereof) subject to purchase hereunder.
3. Any
Warrants issued upon the transfer or exercise in part of this Warrant
shall
be
numbered and shall be registered in a warrant register (the "Warrant Register")
as they are
issued. The Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for all purposes
and shall not be bound to recognize any
equitable or other claim to or interest in such Warrant on the part of any
other
person, and shall
not
be liable for any registration or transfer of Warrants which are registered
or
to be registered
in the name of a fiduciary or the nominee of a fiduciary unless made with the
actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration
or transfer, or with the knowledge of such facts that its participation therein
amounts to
bad
faith. This Warrant shall be transferable only on the books of the Company
upon
delivery thereof
duly endorsed by the Holder or by his or its duly authorized attorney or
representative, or accompanied
by proper evidence of succession, assignment, or authority to transfer. In
all
cases of
transfer by an attorney, executor, administrator, guardian, or other legal
representative, duly authenticated
evidence of his or its authority shall be produced. Upon any registration of
transfer, the Company shall deliver a new Warrant or Warrants to the person
entitled thereto. This Warrant may be exchanged, at the option of the Holder
thereof; for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the
aggregate the right
to
purchase a like number of Warrant Shares (or portions thereof), upon surrender
to the Company
or its duly authorized agent. Notwithstanding the foregoing, the Company shall
have no
obligation to cause Warrants to be transferred on its books to any person if;
in
the opinion of counsel
to the Company, such transfer does not comply with the provisions of the
Securities Act of
1933,
as
amended
(the "Act"), and the rules and regulations thereunder.
4. The
Company shall at all times reserve and keep available out of its authorized
and unissued Common Stock, solely for the purpose of providing for the exercise
of the
rights to purchase all Warrant Shares granted pursuant to the Warrants, such
number of shares
of
Common Stock as shall, from time to time, be sufficient therefor. The Company
covenants
that all shares of Common Stock issuable upon exercise of this Warrant, upon
receipt by
the
Company of the full Exercise Price therefor, shall be validly issued, fully
paid, nonassessable,
and free of preemptive rights.
5. In
case the
Company shall at any time after the date the Warrants were first
issued (i) declare a dividend on the outstanding Common Stock payable in shares
of its capital
stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, or (iv) issue any
shares of its capital stock by reclassification
of the Common Stock (including any such reclassification in connection with
a
consolidation
or merger in which the Company is the continuing corporation), then, in each
case, the
Exercise Price, and the number of Warrant Shares issuable upon exercise of
this
Warrant, in effect
at
the time of the record date for such dividend or of the effective date of such
subdivision, combination, or reclassification, shall be proportionately adjusted
so that the Holder after such time
shall be entitled to receive the aggregate number and kind of shares which,
if
such Warrant had
been
exercised immediately prior to such time, he would have owned upon such exercise
and
been
entitled to receive by virtue of such dividend, subdivision, combination, or
reclassification. Such
adjustment shall be made successively whenever any event listed above shall
occur.
(a) In
case
the Company shall issue or fix a record date for the issuance
to all holders of Common Stock of rights, options, or warrants to subscribe
for
or purchase
Common Stock (or securities convertible into or exchangeable for Common Stock)
at a price
per
share (or having a conversion or exchange price per share, if a security
convertible into or
exchangeable for Common Stock) less than the Current Market Price per share
of
Common Stock
(as
defined in Section 5(e) hereof) on such record date, then, in each case, the
Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to such record
date by a fraction, the numerator of which shall be the number of shares of
Common Stock
outstanding on such record date plus the number of shares of Common Stock which
the aggregate
offering price of the total number of shares of Common Stock so to be offered
(or the aggregate
initial conversion or exchange price of the convertible or exchangeable
securities so to be
offered) would purchase at such Current Market Price and the denominator of
which shall be the
number of shares of Common Stock outstanding on such record date plus the number
of additional
shares of Common Stock to be offered for subscription or purchase (or into
which
the convertible
or exchangeable securities so to be offered are initially convertible or
exchangeable). Such
adjustment shall become effective at the close of business on such record date;
provided,
however,
that, to the extent the shares of Common Stock (or securities convertible into
or exchangeable
for shares of Common Stock) are not delivered, the Exercise Price shall be
readjusted
after the expiration of such rights, options, or warrants (but only with respect
to Warrants
exercised after such expiration), to the Exercise Price which would then be
in
effect had
the
adjustments made upon the issuance of such rights, options, or warrants been
made upon the
basis
of delivery of only the number of shares of Common Stock (or securities
convertible into
or
exchangeable for shares of Common Stock) actually issued. In case any
subscription price
may
be paid in a consideration part or all of which shall be in a form other than
cash, the value
of
such consideration shall be as reasonably determined in good faith by the board
of directors
of the Company. Shares of Common Stock owned by or held for the account of
the
Company
or any majority-owned subsidiary shall not be deemed outstanding for the purpose
of any
such
computation.
(b) In
case
the Company shall distribute to all holders of Common Stock
(including any such distribution made to the stockholders of the Company in
connection with
a
consolidation or merger in which the Company is the continuing corporation)
evidences of its
indebtedness or assets (other than cash dividends or distributions and dividends
payable in shares
of
Common Stock), or rights, options, or warrants to subscribe for or purchase
Common Stock,
or
securities convertible into or exchangeable for shares of Common Stock
(excluding those
with respect to the issuance of which an adjustment of the Exercise Price is
provided pursuant to Section 5(b) hereof), then, in each case, the Exercise
Price shall be adjusted by multiplying
the Exercise Price in effect immediately prior to the record date for the
determination
of stockholders entitled to receive such distribution by a fraction, the
numerator of which shall be the Current Market Price per share of Common Stock
on such record date, less the fair
market value (as determined in good faith by the board of directors of the
Company, whose determination
shall be conclusive absent manifest error) of the portion of the evidences
of
indebtedness
or assets so to be distributed, or of such rights, options, or warrants or
convertible
or
exchangeable securities, applicable to one share, and the denominator of which
shall be such Current Market Price per share of Common Stock. Such adjustment
shall be made whenever any such
distribution is made, and shall become effective on the record date for the
determination of shareholders
entitled to receive such distribution.
(c) In
case
the Company shall issue shares of Common Stock or rights, options,
or warrants to subscribe for or purchase Common Stock, or securities convertible
into or exchangeable for Common Stock (excluding shares, rights, options,
warrants, or convertible or exchangeable securities issued or issuable (i)
in
any of the transactions with respect to which an adjustment
of the Exercise Price is provided pursuant to Sections 5(a), 5(b), or 5(c)
above
or (ii)
upon
exercise of the Warrants), at a price per share (determined, in the case of
such
rights, options, warrants, or convertible or exchangeable securities, by
dividing (x) the total amount received or receivable by the Company in
consideration of the sale and issuance of such rights, options, warrants, or
convertible or exchangeable securities, plus the minimum aggregate consideration
payable to the Company upon exercise, conversion, or exchange thereof, by (y)
the maximum
number of shares covered by such rights, options, warrants, or convertible
or
exchangeable securities) lower than the Current Market Price per share of Common
Stock in effect immediately prior to such issuance, then the Exercise Price
shall be reduced on the date of such
issuance to a price (calculated to the nearest cent) determined by multiplying
the Exercise Price
in
effect immediately prior to such issuance by a fraction, the numerator of which
shall be an amount equal to the sum of (A) the number of shares of Common Stock
outstanding immediately
prior to such issuance plus (B) the quotient obtained by dividing the
consideration received
by the Company upon such issuance by such Current Market Price, and (iv) the
denominator of which shall be the total number of shares of Common Stock
outstanding immediately
after such issuance. For the purposes of such adjustments, the maximum number
of
shares which the holders of any such rights, options, warrants, or convertible
or exchangeable securities shall be entitled to initially subscribe for or
purchase or convert or exchange such securities
into shall be deemed to be issued and outstanding as of the date of such
issuance, and the
consideration received by the Company therefor shall be deemed to be the
consideration received by the Company for such rights, options, warrants, or
convertible or exchangeable securities,
plus the minimum aggregate consideration or premiums stated in such rights,
options, warrants,
or convertible or exchangeable securities to be paid for the shares covered
thereby. No further
adjustment of the Exercise Price shall be made as
a
result
of the actual issuance of shares of
Common
Stock on exercise of such rights, options, or warrants or on conversion or
exchange of
such
convertible or exchangeable securities. On the expiration or the termination
of
such rights,
options, or warrants, or the termination of such right to convert or exchange,
the Exercise Price
shall be readjusted (but only with respect to Warrants exercised after such
expiration or termination) to such Exercise Price as would have obtained had
the
adjustments made upon the issuance
of such rights, options, warrants, or convertible or exchangeable securities
been made upon
the
basis of the delivery of only the number of shares of Common Stock actually
delivered upon the exercise of such rights, options, or warrants or upon the
conversion or exchange of any such
securities; and on any change of the number of shares of Common Stock
deliverable upon the
exercise of any such rights, options, or warrants or conversion or exchange
of
such convertible
or exchangeable securities or any change in the consideration to be received
by
the Company
upon such exercise, conversion, or exchange, including, but not limited to,
a
change resulting
from the antidilution provisions thereof, the Exercise Price, as then in effect,
shall
forthwith
be readjusted (but only with respect to Warrants exercised after such change)
to
such Exercise Price as would have been obtained had an adjustment been made
upon
the issuance of such
rights, options, or warrants not exercised prior to such change, or securities
not converted or exchanged
prior to such change, on the basis of such change. In case the Company shall
issue shares of Common Stock or any such rights, options, warrants, or
convertible or exchangeable securities for a consideration consisting, in whole
or in part, of property other than cash or its equivalent,
then the "price per share" and the "consideration received by the Company"
for
purposes of the first sentence of this Section 5(d) shall be as reasonably
determined in good faith by
the
board of directors of the Company. Shares of Common Stock owned by or held
for
the account
of the Company or any majority-owned subsidiary shall not be deemed outstanding
for the purpose of any such computation.
(d) For
the
purpose of any computation under this Section 5, the Current
Market Price per share of Common Stock on any date shall be deemed to be the
average of
the
daily closing prices for the 30 consecutive trading days immediately preceding
the date in question.
The closing price for each day shall be the last reported sales price regular
way or, in case
no
such reported sale takes place on such day, the closing bid price regular way,
in either case
on
the principal national securities exchange (including, for purposes hereof,
the
Nasdaq National Market) on which the Common Stock is listed or admitted to
trading or, if the Common Stock
is
not listed or admitted to trading on any national securities exchange, the
highest reported bid
price
for the Common Stock as furnished by the National Association of Securities
Dealers, Inc.
through Nasdaq or a similar organization if Nasdaq is no longer reporting such
information. If on any such date the Common Stock is not listed or admitted
to
trading on any national securities
exchange and is not quoted by Nasdaq or any similar organization, the fair
value
of a share of Common Stock on such date, as reasonably determined in good faith
by the board of directors of the Company, shall be used. If the Eligible Holder
does not agree upon the Current Market
Plan determined by the Company's Board of Directors, than such dispute shall
be
resolved
pursuant to Section 15.
(e) In
any
case in which this Section 5 shall require that an adjustment in
the
Exercise Price be made effective as of a record date for a specified event,
the
Company may elect to defer, until the occurrence of such event, issuing to
the
Holder, if the Holder exercised this Warrant after such record date, the shares
of Common Stock, if any, issuable upon such
exercise over and above the shares of Common Stock, if any, issuable upon such
exercise on
the
basis of the Exercise Price in effect prior to such adjustment; provided,
however, that
the
Company
shall deliver to the Holder a due ▇▇▇▇ or other appropriate instrument
evidencing the Holder's right to receive such additional shares upon the
occurrence of the event requiring such adjustment.
(f) Upon
each
adjustment of the Exercise Price as a result of the calculations
made in Sections 5(b), 5(c), or 5(d) hereof, this Warrant shall thereafter
evidence the right
to
purchase, at the adjusted Exercise Price, that number of shares (calculated
to
the nearest thousandth) obtained by dividing (A) the product obtained by
multiplying the number of shares purchasable
upon exercise of this Warrant prior to adjustment of the number of shares by
the
Exercise
Price in effect prior to adjustment of the Exercise. Price by (B) the Exercise
Price in effect
after such adjustment of the Exercise Price.
(g) Whenever
there shall be an adjustment as provided in this Section 5,
the
Company shall promptly cause written notice thereof to be sent by registered
mail, postage prepaid,
to the Holder, at its address as it shall appear in the Warrant Register, which
notice shall be
accompanied by an officer's certificate setting forth the number of Warrant
Shares purchasable
upon the exercise of this Warrant and the Exercise Price after such adjustment
and setting
forth a brief statement of the facts requiring such adjustment and the
computation thereof.
(h) The
Company shall not be required to issue fractions of shares of Common
Stock or other capital stock of the Company upon the exercise of this Warrant.
If any fraction
of a share would be issuable on the exercise of this Warrant (or specified
portions thereof),
the Company shall purchase such fraction for an amount in cash equal to the
same
fraction
of the Current Market Price of such share of Common Stock on the date of
exercise of this
Warrant.
6. In
case
of any consolidation with or merger of the Company with or into another
corporation
(other than a merger or consolidation in which the Company is the surviving
or
continuing
corporation), or in case of any sale, lease, or conveyance to another
corporation of the property
and assets of any nature of the Company as an entirety or substantially as
an
entirety, such successor, leasing, or purchasing corporation, as the case may
be, shall (i) execute with the Holder
an
agreement providing that the Holder shall have the right thereafter to receive
upon exercise of this Warrant solely the kind and amount of shares of stock
and
other securities, property,
cash, or any combination thereof receivable upon such consolidation, merger,
sale, lease,
or
conveyance by a holder of the number of shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation,
merger, sale, lease, or
conveyance and (ii) make effective provision in its certificate of incorporation
or otherwise, if necessary,
to effect such agreement. Such agreement shall provide for adjustments which
shall be
as
nearly equivalent as practicable to the adjustments in Section 5.
(a) In
case
of any reclassification or change of the shares of Common Stock
issuable upon exercise of this Warrant (other than a change in par value or
from
no par value
to
a specified par value, or as a result of a subdivision or combination, but
including any change
in
the shares into two or more classes or series of shares), or in case of any
consolidation or
merger
of another corporation into the Company in which the Company is the continuing
corporation
and in which there is a reclassification or change (including a change to the
right to receive
cash or other property) of the shares of Common Stock (other than a change
in
par value, or
from
no par value to a specified par value, or as a result of a subdivision or
combination, but including
any change in the shares into two or more classes or series of shares), the
Holder shall have
the
right thereafter to receive upon exercise of this Warrant solely the kind and
amount of shares of stock and other securities, property, cash, or any
combination thereof receivable upon such reclassification, change,
consolidation, or merger by a holder of the number of shares of Common
Stock for which this Warrant might have been exercised immediately prior to
such
reclassification, change, consolidation, or merger. Thereafter, appropriate
provision shall be made
for
adjustments which shall be as nearly equivalent as practicable to the
adjustments in Section
5.
(b) The
above
provisions of this Section 6 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations,
mergers, sales, leases, or conveyances.
7. In
case
at any time the Company shall propose
(a) to
pay
any dividend or make any distribution on shares of Common
Stock in shares of Common Stock or make any other distribution (other than
regularly scheduled cash dividends which are not in a greater amount per share
than such most recent cash dividend)
to all holders of Common Stock; or
(b) to
issue
any rights, warrants, or other securities to all holders of Common
Stock entitling them to purchase any additional shares of Common Stock or any
other rights,
warrants, or other securities; or
(c) to
effect
any reclassification or change of outstanding shares of Common
Stock, or any consolidation, merger, sale, lease, or conveyance of property,
described in
Section 6; or
(d) to
effect
any liquidation, dissolution, or winding-up of the Company;
or
(e)to
take
any other action which would cause an adjustment to the Exercise
Price;
then,
and
in any one or more of such cases, the Company shall give written notice thereof,
by registered mail, postage prepaid, to the Holder at the Holder's address
as it
shall appear in the Warrant
Register, mailed at least 15 days prior to (i) the date as of which the holders
of record of shares
of
Common Stock to be entitled to receive any such dividend, distribution, rights,
warrants,
or other securities are to be determined, (ii) the date on which any such
reclassification, change
of
outstanding shares of Common Stock, consolidation, merger, sale, lease,
conveyance of
property, liquidation, dissolution, or winding-up is expected to become
effective, and the date as
of
which it is expected that holders of record of shares of Common Stock shall
be
entitled to exchange
their shares for securities or other property, if any, deliverable upon such
reclassification,
change of outstanding shares, consolidation, merger, sale, lease, conveyance
of
property,
liquidation, dissolution, or winding up, or (iii) the date of such action which
would require
an adjustment to the Exercise Price.
8. The
issuance of any shares of Common Stock or other securities upon the exercise
of
this Warrant,
and the delivery of certificates or other instruments representing such shares
or other securities,
shall be made without charge to the Holder for any tax or other charge in
respect of such
issuance. The Company shall not, however, be required to pay any tax which
may
be payable
in respect of any transfer involved in the issue and delivery of any certificate
in a name other
than that of the Holder and the Company shall not be required to issue or
deliver any such certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the
Company the amount of such tax or shall have established to the satisfaction
of
the Company that
such
tax has been paid.
9. If,
at
any time during the five year period commencing one year after the effective
date (the
"Effective Date") of a registration statement filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Act relating
to
the initial public offering of the
Company's securities, the Company shall file a registration statement (other
than on Form ▇-▇,
▇▇▇▇
▇-▇, or any successor form or on any registration statement relating solely
to
the exchange
of securities) with the Securities and Exchange Commission (the "Commission")
while
any
Warrants are outstanding, the Company shall give all the then holders of the
Warrants (the "Eligible
Holders") prior written notice of the filing of such registration statement
pursuant to the terms
of
the Registration Rights Agreement entered into on the date hereof between
Eligible Holders and the Company, a copy of which is attached hereto as Exhibit
1. The Eligible Holders will
have
the right to have the shares of Common Stock obtainable upon exercise of such
Warrants
registered in a registration statement to be filed with the Securities and
Exchange Commission, pursuant to the terms of said Registration Rights
Agreement. Notwithstanding anything
to the contrary contained in this Warrant, under no circumstances will the
Company be required
to net cash settle the exercise of this Warrant.
10. Unless
registered pursuant to the provisions of Section 9 hereof, the Warrant Shares
issued
upon exercise of the Warrants shall be subject to a stop transfer order and
the
certificate or certificates
evidencing such Warrant Shares shall bear the following legend:
"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED
OR
HYPOTHECATED UNLESS THE REGISTRATION
PROVISIONS OF SAID ACT OR APPLICABLE STATE LAW HAVE BEEN COMPLIED WITH OR UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF
ITS
COUNSEL OR AN OPINION OF OTHER COUNSEL REASONABLY SATISFACTORY TO THE COMPANY
AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED."
11. Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction,
or mutilation
of any Warrant (and upon surrender of any Warrant if mutilated), and upon
reimbursement
of the Company's reasonable incidental expenses, the Company shall execute
and
deliver
to the Holder thereof a new Warrant of like date, tenor, and
denomination.
12. The
Holder of any Warrant shall not have, solely on account of such status, any
rights of a
stockholder of the Company, either at law or in equity, or to any notice of
meetings of stockholders
or of any other proceedings of the Company, except as provided in this
Warrant.
13. In
the
case of a dispute as to the determination of the Exercise Price or the
arithmetic calculation
of the Warrant Shares including but not limited to the determination of Current
Market
Price, the Company shall submit the disputed determinations or arithmetic
calculations via
facsimile within two days of receipt of the Exercise Notice giving rise to
such
dispute, as the case
may
be, to the holder of this Warrant. If the holder of this Warrant and the Company
are unable
to
agree upon such determination or calculation of the Exercise Price or the
Warrant Shares
or
the Current Market Price within three business days of such disputed
determination or arithmetic
calculation being submitted to the Holder, then the Company shall, within two
business
days submit via facsimile (a) the disputed determination of the Exercise Price
or the Current
Market Price to an independent, reputable investment bank selected by the
Company and reasonably
approved by the holder of this Warrant or (b) the disputed arithmetic
calculation of the Warrant Shares to the Company's independent, outside
accountant. The Company shall cause
the
investment bank or the accountant, as the case may be, to perform the
determinations or
calculations and notify the Company and the Holder of the results no later
than
ten business days
from
the time it receives the disputed determinations or calculations. Such
investment bank's
or
accountant's determination or calculation, as the case may be, shall be binding
upon all
parties
absent demonstrable error. A business day means any day other than Saturday,
Sunday or other
day
on which commercial banks in The City of New York are authorized or required
by
law
to
remain closed.
14. Any
notice or other communication required or permitted to be given hereunder shall
be in
writing and shall be mailed by certified mail, return receipt requested or
sent
by Federal Express,
Express Mail, or similar overnight delivery or courier service or delivered
(in
person or by
telecopy, telex, or similar telecommunications equipment) against receipt to
the
party to whom it is to be given, if sent to the Company, at: ▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇
▇▇▇▇▇, Attention: ▇▇▇▇▇▇ ▇▇▇▇▇; or if sent to the Holder, at the Holder's
address as it shall
appear on the Warrant Register; or to such other address as the party shall
have
furnished in writing
in accordance with the provisions of this Section 16. Any notice or other
communication given
by
certified mail shall be deemed given at the time of certification thereof,
except for a notice changing a party's address which will be deemed given at
the
time of receipt thereof. Any notice
given by other means permitted by this Section 14 shall be deemed given at
the
time of receipt
thereof.
15. This
Warrant shall be binding upon the Company and its successors and assigns and
shall inure
to
the benefit of the Holder and its successors and assigns.
16. This
Warrant shall be construed in accordance with the laws of the State of New
York
applicable
to contracts made and performed within such State, without regard to principles
of conflicts
of law.
17. The
Company irrevocably consents to the jurisdiction of the courts of the State
of
New York and of any federal court located in such State in connection with
any
action or proceeding arising out of or relating to this Warrant, any document
or
instrument delivered pursuant to, in connection with or simultaneously with
this
Warrant, or a breach of this Warrant or any such document
or instrument. In any such action or proceeding, the Company waives personal
service of
any
summons, complaint or other process and agrees that service thereof may be
made
in accordance
with Section 14 hereof. Within 30 days after such service, or such other time
as
may be mutually agreed upon in writing by the attorneys for the parties to
such
action or proceeding, the
Company shall appear to answer such summons, complaint or other process. Should
the Company
so served fail to appear or answer within such 30-day period or such extended
period, as
the
case maybe, the Company shall be deemed in default and judgment may be entered
against
the Company for the amount as demanded in any summons, complaint or other
process so
served.
[Remainder
of page intentionally left blank]
IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed
by its President under its corporate seal and attested by its Secretary on
the
day and year
first written below.
|
Dated:
|
,
2007
|
|
By:
Name:
Title:
[Seal]
ATTEST:
Secretary
16. This
Warrant shall be construed in accordance with the laws of the State of
New
York applicable to contracts made and performed within such State, without
regard to principles
of conflicts of law.
17. The
Company irrevocably consents to the jurisdiction of the courts of the
State
of
New York and of any federal court located in such State in connection with
any
action or proceeding
arising out of or relating to this Warrant, any document or instrument delivered
pursuant
to,
in
connection with or simultaneously with this Warrant, or a breach of this Warrant
or
any
such document or instrument. In any such action or proceeding, the Company
waives personal
service of any summons, complaint or other process and agrees .that service
thereof may be
made
in accordance with Section 14 hereof. Within 30 days after such service, or
such
other time
as
may be mutually agreed upon in writing by the attorneys for the parties to
such
action or proceeding,
the Company shall appear to answer such summons, complaint or other process.
Should the Company so served fail to appear or answer within such 30-day period
or such extended period, as the case may be, the Company shall be deemed in
default and judgment may be
entered against the Company for the amount as demanded in any summons, complaint
or other
process so served.
IN
WITNESS WHEREOF, the
Company has
caused this Warrant to be duly executed by its
President under its corporate seal and attested by its Secretary on the day
and
year first written below.
Dated:
_____________________,
2007
FORM
OF
ASSIGNMENT
(To
be
executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR
VALUE
RECEIVED, ___________________________________________ hereby
sells, assigns,
and transfers unto ______________________ a
Warrant
to purchase ____________ shares
of
Common
Stock, par value $.001 per share, of Pinpoint Recovery Solutions Corp. (the
"Company"),
together with all right, title, and interest therein, and does hereby
irrevocably constitute
and appoint _________________ attorney
to transfer such Warrant on the books of the Company,
with full power of substitution.
Dated:
_____________________________
Signature:
__________________________
NOTICE
The
signature on the foregoing Assignment must correspond to the name as
written
upon the face of this Warrant in every particular, without alteration or
enlargement or any change
whatsoever.
▇▇
▇▇▇▇
▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇
▇▇▇▇,
▇▇ ▇▇▇▇▇
Attn:
▇▇▇▇▇▇ ▇▇▇▇▇
ELECTION
TO EXERCISE
The
undersigned hereby exercises his or its rights to purchase __________
Warrant
Shares covered
by the within Warrant and tenders payment herewith in the amount of $__________
in
accordance
with the terms thereof, and requests that certificates for such securities
be
issued in the
name
of, and delivered to:
(Print
Name, Address and Social Security
or
Tax
Identification Number)
or,
in
lieu of cash payment, the undersigned hereby elects to effect a "Net Issue
Exercise" Under Section
1(b) of the Warrant and hereby requests the issuance __________ of shares
of
Common Stock
under this Warrant in exchange for the right to purchase __________ shares
of
Common Stock
under this Warrant.
If
such
number of Warrant Shares shall not be all the Warrant Shares covered by
the
within Warrant, that a new Warrant for the balance of the Warrant Shares covered
by the within Warrant shall be registered in the name of, and delivered to,
the
undersigned at the address
stated below.
Name
______________________________________
(Print)
Address:
________________________________________________________________________________
(Signature)