EXHIBIT 4.9
VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON APRIL 3, 2007. NEITHER THIS WARRANT
NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY
STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE ACT AND SUCH LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT
ISSUED IN EXCHANGE FOR THIS WARRANT.
THIS WARRANT IS SUBJECT TO THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED
OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND THE HOLDER HEREOF, A COPY OF
WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE COMPANY, AND ANY
TRANSFERS AND TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK ARE SUBJECT TO
THE TERMS AND CONDITIONS OF SUCH AGREEMENT.
WARRANT NO. 2002-02
TANGIBLE ASSET GALLERIES, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA)
WARRANT
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4,000,000 SHARES April 3, 2002
FOR VALUE RECEIVED, TANGIBLE ASSET GALLERIES, INC., a Nevada
corporation (the "COMPANY"), hereby certifies that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the
"HOLDER") is entitled, subject to the provisions of this Warrant, to purchase
from the Company up to FOUR MILLION (4,000,000) SHARES OF COMMON STOCK ("COMMON
STOCK"), $.001 par value, of the Company ("COMMON SHARES") at an exercise price
per Common Share equal to the amount set forth opposite the number of Common
Shares subject to such exercise in the Table of Exercise Prices below, during
the period commencing April 3, 2002 and expiring at 5:00 P.M., New York City
time, on April 3, 2007 (5 years from the date of issuance). For each number of
Common Shares the exercise price in the Table of Exercise Prices is the
"EXERCISE PRICE".
The number of Common Shares to be received upon the exercise of this
Warrant may be adjusted from time to time as hereinafter set forth. The Common
Shares deliverable upon such exercise, or the entitlement thereto upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "WARRANT STOCK." The warrants issued on the same date hereof bearing the
same terms and conditions as this Warrant shall be collectively referred to as
the "WARRANTS."
The Holder agrees with the Company that this Warrant is issued, and all the
rights hereunder shall be held subject to, all of the conditions, limitations
and provisions set forth herein.
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1. EXERCISE OF WARRANT.
1.1 BY PAYMENT OF CASH. This Warrant maybe exercised by its
presentation and surrender to the Company at its principal office (or such
office or agency of the Company as it may designate in writing to the Holder
hereof), commencing on April 3, 2002 and expiring at 5:00 P.M., New York City
time, on April 3, 2007 (5 years from the date of issuance), with the Warrant
Exercise Form attached hereto duly executed and accompanied by payment (either
in cash or by certified or official bank check or by wire transfer, payable to
the order of the Company) of the Exercise Price for the number of shares
specified in such Form and in accordance with the Table of Exercise Prices as
follows:
TABLE OF EXERCISE PRICES
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NUMBER OF COMMON SHARES EXERCISE PRICE PER COMMON SHARE
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One third of all the Common Shares covered $0.10
by this Warrant
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One third of all the Common Shares covered $0.15
by this Warrant
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One third of all the Common Shares covered $0.20
by this Warrant
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The Company agrees that the Holder hereof shall be deemed the record
owner of such Common Shares as of the close of business on the date on which
this Warrant shall have been presented and payment made for such Common Shares
as aforesaid whether or not the Company or its transfer agent is open for
business. Certificates for the Common Shares so purchased shall be delivered to
the Holder hereof within a reasonable time, not exceeding 15 days, after the
rights represented by this Warrant shall have been so exercised. 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
rights of the Holder hereof to purchase the balance of the shares purchasable
hereunder.
1.2 CASHLESS EXERCISE. In lieu of the payment methods set forth in
Section 1.1 above, the Holder may elect to exchange all or some of this Warrant
for the Common Shares equal to the value of the amount of this Warrant being
exchanged on the date of exchange. If the Holder elects to exchange this Warrant
as provided in this Section 1.2, the Holder shall tender to the Company this
Warrant for the amount being exchanged, along with written notice of the
Holder's election to exchange some or all of this Warrant, and the Company shall
issue to the Holder the number of Common Shares computed using the following
formula:
X = Y (A-B)
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A
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Where: X = The number of Common Shares to be issued to the Holder.
Y = The number of Common Shares purchasable under the
amount of this Warrant being exchanged (as adjusted to
the date of such calculation).
A = The Market Price of one Common Share.
B = The Exercise Price (as adjusted to the date of such
calculation).
The Warrant exchange shall take place on the date specified in the
notice or if the date the notice is received by the Company is later than the
date specified in the notice, on the date the notice is received by the Company.
As used herein in the phrase "MARKET PRICE" at any date shall be deemed
to be the last reported sale price of the Company's common stock, or, in the
case no such reported sale takes place on such day, the average of the last
reported sales prices for the last 5 trading days, in either case as officially
reported by the principal securities exchange on which the Company's common
stock is listed or admitted to trading, or, if the Company's common stock is not
listed or admitted to trading on any national securities exchange, the average
closing bid price on the NASDAQ Over the Counter Market ("NASDAQ") or similar
organization if NASDAQ is no longer reporting such information, or if the
Company's common stock is not quoted on NASDAQ, as determined in good faith by
resolution of the Board of Directors of the Company, based on the best
information available to it.
1.3 "EASY SALE" EXERCISE. In lieu of the payment methods set forth in
Section 1.1 above, when permitted by law and applicable regulations (including
rules of NASDAQ and National Association of Securities Dealers (the "NASD")),
the Holder may pay the aggregate Exercise Price (the "EXERCISE AMOUNT") through
a "same day sale" commitment from the Holder (and if applicable a broker-dealer
that is a member of the NASD (an "NASD DEALER")), whereby the Holder irrevocably
elects to exercise this Warrant and to sell a portion of the shares so purchased
to pay the Exercise Amount and the Holder (or, if applicable, the NASD Dealer)
commits upon sale (or, in the case of the NASD Dealer, upon receipt) of such
shares to forward the Exercise Amount directly to the Company.
2. COVENANTS BY THE COMPMANY. The Company covenants and agrees as follows:
2.1 RESERVATION OF SHARES. During the period within which the rights
represented by this Warrant may be exercised, the Company shall, at all times,
reserve and keep available out of its authorized capital stock, solely for the
purposes of issuance upon exercise of this Warrant, such number of its Common
Shares as shall be issuable upon the exercise of this Warrant; and if at any
time the number of authorized Common Shares shall not be sufficient to effect
the exercise of this Warrant, the Company will take such corporate action as may
be necessary to increase its authorized but unissued Common Shares to such
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number of shares as shall be sufficient for such purpose; the Company shall have
analogous obligations with respect to any other securities or property issuable
upon exercise of this Warrant.
2.2 VALID ISSUANCE, ETC. All Common Shares which may be issued upon
exercise of the rights represented by this Warrant included herein will be, upon
payment thereof, validly issued, fully paid, non-assessable and free from all
taxes, liens and charges with respect to the issuance thereof.
2.3 TAXES. All original issue taxes payable in respect of the issuance
of Common Shares upon the exercise of the rights represented by this Warrant
shall be borne by the Company, but in no event shall the Company be responsible
or liable for income taxes or transfer taxes upon the issuance or transfer of
this Warrant or the Warrant Stock.
2.4 FRACTIONAL SHARES. The Company shall not be required to issue
certificates representing fractions of Common Shares, nor shall it be required
to issue scrip or pay cash in lieu of fractional interests, it being the intent
of the Company and the Holder that all fractional interests shall be eliminated.
3. EXCHANGE OR ASSIGNMENT OF WARRANT. This Warrant is exchangeable, without
expense, at the option of the Holder, upon presentation and surrender hereof to
the Company for other Warrants of different denominations, entitling the Holder
to purchase in the aggregate the same number of Common Shares purchasable
hereunder. Subject to the provisions of this Warrant and the receipt by the
Company of any required representations and agreements, upon surrender of this
Warrant to the Company with the Warrant Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax, the Company shall,
without additional charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly
be canceled. In the event of a partial assignment of this Warrant, the new
Warrants issued to the assignee and the Holder shall make reference to the
aggregate number of shares of Warrant Stock issuable upon exercise of this
Warrant.
4. RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be entitled to
any voting or other rights of a stockholder of the Company, either at law or in
equity, and the rights of the Holder are limited to those expressed in this
Warrant.
5. ADJUSTMENT OF EXERCISE PRICE.
5.1 COMMON STOCK DIVIDENDS; COMMON STOCK SPLITS; RECLASSIFICATION. If
the Company, at any time while this Warrant is outstanding, (a) shall pay a
stock dividend on its Common Stock, (b) subdivide outstanding shares of Common
Stock into a larger number of shares (or combine the outstanding shares of
Common Stock into a smaller number of shares) or(c) issue by reclassification of
shares of Common Stock any shares of capital stock of the Company, then (i) the
Exercise Price shall be multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding before such event and the
denominator of which shall be the number of shares of Common Stock outstanding
after such event and (ii) the number of shares of the Warrant Stock shall be
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multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding immediately after such event and the denominator of
which shall be the number of shares of Common Stock outstanding immediately
prior to such event. Any adjustment made pursuant to this Section 5.1 shall
become effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution or, in the case
of a subdivision or re-classification, shall become effective immediately after
the effective date thereof.
5.2. RIGHTS; OPTIONS; WARRANTS OR OTHER SECURITIES. If the Company, at
any time while this Warrant is outstanding, shall fix a record date for the
issuance of rights, options, warrants or other securities to all the holders of
its Common Stock entitling them to subscribe for or purchase, convert to,
exchange for or otherwise acquire shares of Common Stock for no consideration or
at a price per share less than the Exercise Price, the Exercise Price shall be
multiplied by a fraction, the numerator of which shall be the number of shares
of Common Stock outstanding immediately prior to such issuance or sale plus the
number of shares of Common Stock which the aggregate consideration received by
the Company would purchase at the Exercise Price, and the denominator of which
shall be the number of shares of Common Stock outstanding immediately prior to
such issuance date plus the number of additional shares of Common Stock offered
for subscription, purchase, conversion, exchange or acquisition, as the case may
be. Such adjustment shall be made whenever such rights, options, warrants or
other securities are issued, and shall become effective immediately after the
record date for the determination of shareholders entitled to receive such
rights, options, warrants or other securities.
5.3 SUBSCRIPTION RIGHTS. If the Company, at any time while this Warrant
is outstanding, shall fix a record date for the distribution to holders of its
Common Stock evidence of its indebtedness or assets or rights, options, warrants
or other security entitling them to subscribe for or purchase, convert to,
exchange for or otherwise acquire any security (excluding those referred to in
Sections 5.1 and 5.2 above), then in each such case the Exercise Price at which
this Warrant shall thereafter be exercisable shall be determined by multiplying
the Exercise Price in effect immediately prior to such record date by a
fraction, the numerator of which shall be the per-share Market Price on such
record date less the then fair market value at such record date of the portion
of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of Common Stock as determined by the Board of Directors in
good faith, and the denominator of which shall be the Exercise Price as of such
record date; provided, however, that in the event of a distribution exceeding
10% of the net assets of the Company, such fair market value shall be determined
by an appraiser selected in good faith by the registered owners of a majority of
the Warrant Stock then outstanding; and provided, further, that the Company,
after receipt of the determination by such appraiser shall have the right to
select in good faith an additional appraiser meeting the same qualifications, in
which case the fair market value shall be equal to the average of the
determinations by each such appraiser. Such adjustment shall be made whenever
any such distribution is made and shall become effective immediately after the
record date mentioned above.
5.4 ROUNDING. All calculations under this Section 5 shall be made to
the nearest cent or the nearest 1/100th of a share, as the case may be.
5.5 NOTICE OF ADJUSTMENT. Whenever the Exercise Price is adjusted
pursuant to this Section 5 the Company shall promptly deliver to the Holder a
notice setting forth the Exercise Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment. Such notice shall be
signed by the chairman, president or chief financial officer of the Company.
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5.6 TREASURY SHARES. The number of shares of Common Stock outstanding
at any given time shall not include shares owned or held by or for the account
of the Company, and the disposition of any shares so owned or held shall be
considered an issue or sale of Common Stock by the Company.
5.7 CHANGE OF CONTROL; COMPULSORY SHARE EXCHANGE. In case of(A) any
Change of Control Transaction (as defined below) or (B) any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property (each, an "EVENT"), lawful provision shall be made so that the
Holder shall have the right thereafter to exercise this Warrant for shares of
stock and other securities, cash and property receivable upon or deemed to be
held by holders of Common Stock following such Event, and the Holder shall be
entitled upon such Event to receive such amount of shares of stock and other
securities, cash or property as the shares of the Common Stock of the Company
into which this Warrant could have been exercised immediately prior to such
Event (without taking into account any limitations or restrictions on the
exercisability of this Warrant) would have been entitled; provided, however,
that in the case of a transaction specified in (A), above, in which holders of
the Company's Common Stock receive cash, the Holder shall have the right to
exercise the Warrant for such number of shares of the surviving company equal to
the amount of cash into which this Warrant is then exercisable, divided by the
fair market value of the shares of the surviving company on the effective date
of such Event. The terms of any such Event shall include such terms so as to
continue to give to the Holder the right to receive the securities, cash or
property set forth in this Section 5.7 upon any exercise or redemption following
such Event, and, in the case of an Event specified in (A), above, the successor
corporation or other entity (if other than the Company) resulting from such
reorganization, merger or consolidation, or the person acquiring the properties
and assets, or such other controlling corporation or entity as may be
appropriate, shall expressly assume the obligation to deliver the securities or
other assets which the Holder is entitled to receive hereunder. The provisions
of this Section 5.7 shall similarly apply to successive Events. "CHANGE OF
CONTROL TRANSACTION" means the occurrence of any of (i) any acquisition or
series of related acquisitions by an individual or legal entity or "group" (as
described in Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended) of in excess of 50% of the voting power of the Company, (ii) a
replacement of more than one-half of the members of the Company's board of
directors which is not approved by directors designated by Stanford Venture
Capital Holdings, Inc. ("Stanford"), or their duly elected successors who are
directors immediately prior to such transaction(s), in one or a series of
related transactions, (iii) the merger or consolidation of the Company with or
into another entity, unless the holders of the Company's securities immediately
prior to such transaction or series of transactions continue to hold at least
50% of such securities following such transaction or series of transactions,
(iv) a sale, conveyance, lease, transfer or disposition of all or substantially
all of the assets of the Company in one or a series of related transactions or
(v) the execution by the Company of an agreement to which the Company is a party
or by which it is bound, providing for any of the events set forth above in (i),
(ii), (iii) or (iv).
5.8 ISSUANCE'S BELOW EXERCISE PRICE. If the Company, at any time while
this Warrant is outstanding:
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(i) issues or sells, or is deemed to have issued or sold, any
Common Stock;
(ii) in any manner grants, issues or sells any rights,
options, warrants, options to subscribe for or to purchase Common Stock or any
stock or other securities convertible into or exchangeable for Common Stock
(other than any Excluded Securities (as defined below)) (such rights, options or
warrants being herein called "OPTIONS" and such convertible or exchangeable
stock or securities being herein called "CONVERTIBLE SECURITIES"); or
(iii) in any manner issues or sells any Convertible
Securities;
for (a) with respect to paragraph (i) above, a price per
share, or (b) with respect to paragraphs (ii) or (iii) above, a price per share
for which Common Stock issuable upon the exercise of such Options or upon
conversion or exchange of such Convertible Securities is, less than the Exercise
Price in effect immediately prior to such issuance or sale, then, immediately
after such issuance, sale or grant, the Exercise Price shall be reduced to the
amount determined by dividing (1) the sum of (x) the product derived by
multiplying the Exercise Price in effect immediately prior to such issue or sale
by the number of shares of Common Stock Deemed Outstanding (as defined below)
immediately prior to such issue or sale, plus (y) the consideration, if any,
received or deemed to have been received by the Company upon such issue or sale,
by (2) the number of shares of Common Stock Deemed Outstanding immediately after
such issue or sale. No modification of the issuance terms shall be made upon the
actual issuance of such Common Stock upon conversion or exchange of such Options
or Convertible Securities. If there is a change at any time in (i) the exercise
price provided for in any Options, (ii) the additional consideration, if any,
payable upon the issuance, conversion or exchange of any Convertible Securities
or (iii) the rate at which any Convertible Securities are convertible into or
exchangeable for Common Stock, then immediately after such change the Exercise
Price shall be adjusted to Exercise Price which would have been in effect at
such time had such Options or Convertible Securities still outstanding provided
for such changed exercise price, additional consideration or changed conversion
rate, as the case may be, at the time initially granted, issued or sold;
provided that no adjustment shall be made if such adjustment would result in an
increase of the Exercise Price then in effect.
"COMMON STOCK DEEMED OUTSTANDING" means, at any given time, the sum of
the number of shares of Common Stock actually outstanding at such time plus the
number of shares of Common Stock issuable upon the exercise of all options,
rights and warrants and the conversion or exchange of convertible or
exchangeable securities outstanding at such time, whether or not such options,
rights, or warrants, or convertible or exchangeable securities are actually
exercisable, convertible or exchangeable at such time.
"EXCLUDED SECURITIES" means (i) options to be granted pursuant to a
stock option plan approved by Stanford; (ii) shares of Common Stock issued upon
conversion or exercise of warrants, options or other securities convertible into
Common Stock which have been specifically disclosed to Stanford in the
Securities Purchase Agreement dated as of even date herewith between the Company
and Stanford, or (iii) shares of Common Stock or securities convertible into or
exercisable for shares of Common Stock issued or deemed to be issued by the
Company in connection with a strategic acquisition by the Company of the assets
or business, or division thereof, of another entity which acquisition has been
approved by Stanford in writing.
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5.9 EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under Section 5.8, the following shall
be applicable:
(i) CALCULATION OF CONSIDERATION RECEIVED. If any Common
Stock, Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will be deemed
to be the net amount received by the Company therefor, without deducting any
expenses paid or incurred by the Company or any commissions or compensations
paid or concessions or discounts allowed to underwriters, dealers or others
performing similar services in connection with such issue or sale. In case any
Common Stock, Options or Convertible Securities are issued or sold for a
consideration other than cash, the amount of the consideration other than cash
received by the Company will be the fair value of such consideration, except
where such consideration consists of securities listed or quoted on a national
securities exchange or national quotation system, in which case the amount of
consideration received by the Company will be the arithmetic average of the
closing sale price of such security for the five (5) consecutive trading days
immediately preceding the date of receipt thereof. In case any Common Stock,
Options or Convertible Securities are issued to the owners of the non-surviving
entity in connection with any merger in which the Company is the surviving
entity, the amount of consideration therefor will be deemed to be the fair value
of such portion of the net assets and business of the non-surviving entity as is
attributable to such Common Stock, Options or Convertible Securities, as the
case may be. The fair value of any consideration other than cash or securities
will be determined jointly by the Company and the registered owners of a
majority of the Warrant Stock then outstanding. If such parties are unable to
reach agreement within 10 days after the occurrence of an event requiring
valuation (the "VALUATION EVENT"), the fair value of such consideration will be
determined within 48 hours of the 10th day following the Valuation Event by an
appraiser selected in good faith by the Company and agreed upon in good faith by
the registered owners of a majority of the Warrant Stock then outstanding. The
determination of such appraiser shall be binding upon all parties absent
manifest error.
(ii) INTEGRATED TRANSACTIONS. In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Options by the parties thereto, the Options will be deemed to
have been issued for an aggregate consideration of $.001.
(iii) RECORD DATE. If the Company takes a record of the
holders of Common Stock for the purpose of entitling them (a) to receive a
dividend or other distribution payable in Common Stock, Options or in
Convertible Securities or (b) to subscribe for or purchase Common Stock, Options
or Convertible Securities, then such record date will be deemed to be the date
of the issue or sale of the shares of Common Stock deemed to have been issued or
sold upon the declaration of such dividend or the making of such other
distribution or the date of the granting of such right of subscription or
purchase, as the case may be.
(iv) OTHER EVENTS. If any event occurs that would adversely
affect the rights of the Holder of this Warrant but is not expressly provided
for by this Section 5 (including, without limitation, the granting of stock
appreciation rights, phantom stock rights or other rights with equity features),
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then the Company's Board of Directors will make an appropriate adjustment in the
Exercise Price so as to protect the rights of the Holder; provided, however,
that no such adjustment will increase the Exercise Price.
5.10 NOTICE OF CERTAIN EVENTS. If:
(i) the Company shall declare a dividend (or any other
distribution) on its Common Stock;
(ii) the Company shall declare a special nonrecurring cash
dividend on or a redemption of its Common Stock;
(iii) the Company shall authorize the granting to the holders
of all of its Common Stock rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights;
(iv) the approval of any shareholders of the Company shall be
required in connection with any reclassification of the Common Stock, any
consolidation or merger to which the Company is a party, any sale or transfer of
all or substantially all of the assets of the Company, or any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or
property; or
(v) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company;
then the Company shall cause to be filed at each office or agency
maintained for the purpose of exercise of this Warrant, and shall cause to be
delivered to the Holder, at least 30 calendar days prior to the applicable
record or effective date hereinafter specified, a notice (provided such notice
shall not include any material non-public information) stating (a) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (b) the
date on which such reclassification, consolidation, merger, sale, transfer or
share exchange is expected to become effective or close, and the date as of
which it is expected that holders of Common Stock of record shall be entitled to
exchange their shares of Common Stock for securities, cash or other property
deliverable upon such reclassification, consolidation, merger, sale, transfer or
share exchange; provided, however, that the failure to mail such notice or any
defect therein or in the mailing thereof shall not affect the validity of the
corporate action required to be specified in such notice. Nothing herein shall
prohibit the Holder from exercising this Warrant during the 30-day period
commencing on the date of such notice.
5.11 INCREASE IN EXERCISE PRICE. In no event shall any provision in
this Section 5 cause the Exercise Price to be greater than the Exercise Price on
the date of issuance of this Warrant, except for a combination of the
outstanding shares of Common Stock into a smaller number of shares as referenced
in Section 5.1 above.
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6. RESTRICTIONS ON EXERCISE.
6.1 INVESTMENT INTENT. Unless, prior to the exercise of the Warrant,
the issuance of the Warrant Stock has been registered with the Securities and
Exchange Commission pursuant to the Act, the notice of exercise shall be
accompanied by a representation of the Holder to the Company to the effect that
such shares are being acquired for investment and not with a view to the
distribution thereof, and such other representations and documentation as may be
required by the Company, unless in the opinion of counsel to the Company such
representations or other documentation are not necessary to comply with the Act.
7. RESTRICTIONS ON TRANSFER.
7.1 TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither this
Warrant nor any Warrant Stock may be sold, assigned, transferred or otherwise
disposed of except as follows: (1) to a person who, in the opinion of counsel
satisfactory to the Company, is a person to whom this Warrant or the Warrant
Stock may legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto and then only against
receipt of an agreement of such person to comply with the provisions of this
Section 7 with respect to any resale, assignment, transfer or other disposition
of such securities; (2) to any person upon delivery of a prospectus then meeting
the requirements of the Act relating to such securities and the offering thereof
for such sale, assignment, transfer or disposition; or (3) to any "affiliate"
(as such term is used in Rule 144 promulgated pursuant to the Act) of the
Holder.
7.2 LEGEND. Subject to the terms hereof, upon exercise of this Warrant
and the issuance of the Warrant Stock, all certificates representing such
Warrant Stock shall bear on the face or reverse thereof substantially the
following legend:
"The securities which are represented by this certificate have not been
registered under the Securities Act of 1933, and may not be sold,
transferred, hypothecated or otherwise disposed of until a registration
statement with respect thereto is declared effective under such act, or
the Company receives an opinion of counsel for the Company that an
exemption from the registration requirements of such act is available."
8. LOST, STOLEN OR DESTROYED WARRANTS. In the event that the Holder notifies the
Company that this Warrant has been lost, stolen or destroyed and provides (a) a
letter, in form satisfactory to the Company, to the effect that it will
indemnify the Company from any loss incurred by it in connection therewith,
and/or (b) an indemnity bond in such amount as is reasonably required by the
Company, the Company having the option of electing either (a) or (b) or both,
the Company may, in its sole discretion, accept such letter and/or indemnity
bond in lieu of the surrender of this Warrant as required by Section 1 hereof.
9. SUBSEQUENT HOLDERS. Every Holder hereof, by accepting the same, agrees with
any subsequent Holder hereof and with the Company that this Warrant and all
rights hereunder are issued and shall be held subject to all of the terms,
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conditions, limitations and provisions set forth in this Warrant, and further
agrees that the Company and its transfer agent, if any, may deem and treat the
registered holder of this Warrant as the absolute owner hereof for all purposes
and shall not be affected by any notice to the contrary.
10. NOTICES. All notices required hereunder shall be given by first-class mail,
postage prepaid, or overnight mail or courier and, if given by the Holder
addressed to the Company at ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or
such other address as the Company may designate in writing to the Holder; and if
given by the Company, addressed to the Holder at the address of the Holder shown
on the books of the Company.
11. APPLICABLE LAW. This Warrant is issued under, and shall for all purposes be
governed by and construed in accordance with, the laws of the State of Florida,
excluding choice of law principles thereof.
(SIGNATURE ON THE FOLLOWING PAGE)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of
the day and year first above written.
TANGIBLE ASSET GALLERIES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: President
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TANGIBLE ASSET GALLERIES, INC.
WARRANT EXERCISE FORM
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The undersigned hereby irrevocably elects to exercise the Warrant dated
April 3, 2002 to the extent of purchasing _______ shares of Common Stock of
Tangible Asset Galleries, Inc. The undersigned hereby makes a payment of $______
in payment therefor.
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Name of Holder
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Signature of Holder
or Authorized Representative
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Signature, if jointly held
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Name and Title of Authorized
Representative
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-------------------------------
Address of Holder
-------------------------------
Date
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TANGIBLE ASSET GALLERIES, INC.
WARRANT ASSIGNMENT FORM
-----------------------
FOR VALUE RECEIVED, ____________________ hereby sells, assigns and
transfers unto __________________________(please typewrite or print name of
assignee in block letters)
Address: ___________________________________________________________________
the right to purchase shares of Common Stock of Tangible Asset Galleries, Inc.
represented by this Warrant dated April 3, 2002 to the extent of_____ shares and
does hereby irrevocably constitute and appoint _____________attorney to transfer
the same on the books of the Company with full power of substitution in the
premises.
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Name of Holder
-------------------------------
Signature of Holder
or Authorized Representative
-------------------------------
Signature, if jointly held
-------------------------------
Name and Title of Authorized
Representative
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Date
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Signature(s) guaranteed:
14