Exhibit 10.3
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK UNDERLYING THIS WARRANT WERE
ISSUED IN A REGISTERED TRANSACTION UNDER THE SECURITIES ACT OF 1933 (AS AMENDED,
THE "SECURITIES ACT"). THE SECURITIES EVIDENCED HEREBY MAY NOT BE TRANSFERRED
WITHOUT (1) AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER
MAY BE LAWFULLY MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND ALL
APPLICABLE STATE SECURITIES LAW; OR (II) SUCH REGISTRATION.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
TOMBSTONE CARDS, INC.
THIS WARRANT TO PURCHASE SHARES OF COMMON STOCK ("WARRANT") CERTIFIES THAT, for
value received, Capital Merchant Banc, LLC, an Illinois limited liability
company, ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the
"Holder"), is entitled to subscribe for and purchase from Tombstone Cards, Inc.
(the "Company"), a corporation organized and existing under the laws of the
State of Colorado, at the Warrant Exercise Price specified below during the
exercise period up to and including August 31, 2009 Six Hundred Thousand
(600,000) fully paid and nonassessable shares of Common Stock of the Company
(the "Common Stock") pursuant to the Consulting Agreement between the parties
dated concurrently herewith and adjustment as noted below.
The exercise price of this Warrant (subject to adjustment as noted
below) shall be fifty-five cents ($0.55) per share (The "Warrant Exercise
Price"). These Warrants may not be assigned in whole or in part without the
express written consent of the Company, which will not be unreasonably withheld,
assuming that all State and Federal securities laws have been complied with to
the satisfaction of the Company's counsel.
This Warrant is subject to the following provisions, terms, and
conditions:
1. CASHLESS EXERCISE. At the sole discretion of the Company, upon written
request, the Holder may elect to surrender this Warrant or any portion thereof
for the purchase of shares of Common Stock, the aggregate value of which shares
shall be equal to the amount by which the fair market value per share exceeds
the Warrant Exercise Price per share times the number of Warrants surrendered (a
"Cashless Exercise"). To exercise this Warrant by Cashless Exercise, the Holder
shall surrender this Warrant at the principal office of the Company together
with notice of the Holder's intention to utilize the Cashless Exercise
procedure, in which event the Company shall issue to the Holder the number of
shares of the Company's Common Stock computed using the following formula:
X = PY (A-B)
A
Where:
X= The number of shares of Common Stock to be issued to
the Holder.
P= The percentage of this Warrant being exercised.
Y= The number of shares purchasable under this Warrant.
A= The fair market value of one share of the Company's
Common Stock, as quoted on the over-the-counter
bulletin board, or its successor, at the close of
trading on the last trading day preceding the date of
exercise; or if not so quoted, at a price determined by
a reputable investment banker selected by Holder and
reasonably acceptable to the Company.
B= Exercise Price.
2. REPRESENTATIONS AND WARRANTIES. The Company represents and warrants that:
(a) the Company has all requisite power and authority to execute, issue
and perform this Warrant and to issue the Common Stock;
(b) this Warrant has been duly authorized by all necessary corporate
action, has been duly executed and delivered, and is a legal and binding
obligation of the Company;
(c) all shares which may be issued upon the exercise of the rights
represented by this Warrant according to the terms hereof or represented by the
Common Stock will, upon issuance, be duly authorized and issued, fully paid, and
nonassessable; and
(d) during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.
3. ADJUSTMENTS.
(a) In case the Company shall
(i) declare a dividend upon the Common Stock payable in Common
Stock (other than a dividend declared to effect a subdivision of the
outstanding shares of Common Stock, as described in subparagraph (b)
below) or any obligations or any shares of stock of the Company which
are convertible into or exchangeable for Common Stock (such obligations
or shares of stock being hereinafter referred to as "Convertible
Securities"), or in any rights or options to purchase any Common Stock
or Convertible Securities, or
(ii) declare any other dividend or make any other distribution
upon the Common Stock payable otherwise than out of earnings or earned
surplus,
then thereafter the holder of this Warrant upon the exercise hereof will be
entitled to receive the number of shares of Common Stock to which such holder
shall be entitled upon such exercise, and, in addition and without further
payment therefor, such number of shares of Common Stock, such that upon exercise
hereof, such holder would receive as a result of each dividend described in
clause (i) above and each dividend or distribution described in clause (ii)
above which such holder would have received by way of any such dividend or
distribution if, continuously since the record date for any such dividend or
distribution, such holder (x) had been the record holder of the number of shares
of Common Stock then received, and (y) had retained all dividends or
distributions in stock or securities (including Common Stock or Convertible
Securities, or in any rights or options to purchase any Common Stock or
Convertible Securities) payable in respect of such Common Stock or in respect of
any stock or securities paid as dividends or distributions and originating
directly or indirectly from such Common Stock. For the purposes of the
foregoing, a dividend or distribution other than in cash shall be considered
payable out of earnings or surplus only to the extent that such earnings or
surplus are charged an amount equal to the fair value of such dividend as
determined by the Board of Directors of the Company.
(b) In case the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares, the number of shares
subject to this Warrant immediately prior to such subdivision shall be
proportionately increased, and conversely, in case the outstanding shares of
Common Stock of the Company shall be combined into a smaller number of shares,
the number of shares subject to this Warrant immediately prior to such
combination shall be proportionately reduced.
(c) If any capital reorganization or reclassification of the capital
stock of the Company, consolidation or merger of the Company with another
corporation, or the sale of all or substantially all of its assets to another
corporation shall be effected in such a way that holders of Common Stock shall
be entitled to receive stock, securities, or assets with respect to or in
exchange for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger, or sale, lawful and adequate provision
shall be made whereby the holder hereof shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in this Warrant and in lieu of the shares of the Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for a number of outstanding
shares of such Common Stock equal to the number of shares of such stock
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby had such reorganization, reclassification,
consolidation, merger, or sale not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of the holder
of this Warrant to the end that the provisions hereof (including without
limitation provisions for adjustments of the Warrant Exercise Price and of the
number of shares purchasable upon the exercise of this Warrant) shall thereafter
be applicable, as nearly as may be, in relation to any shares of stock,
securities, or assets thereafter deliverable upon the exercise hereof.
(d) If the Company issues or grants any rights or options to subscribe
for or to purchase shares of Common Stock at a price per share of Common Stock
less than both of (I) the Warrant Exercise Price, and (II) the then-current
Market Price (as defined below) per share of Common Stock, then the total number
of shares of Common Stock issuable upon exercise of this Warrant shall be
increased by an amount determined by multiplying (I) the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
adjustment by (II) an amount determined by dividing (i) the number of shares of
Common Stock underlying the rights or options giving rise to such adjustment by
(ii) the total number of shares of Common Stock then outstanding.
(e) Upon each adjustment in the number of shares the Holder is entitled
to purchase upon exercise of this Warrant, the Warrant Exercise Price hereunder
shall be appropriately adjusted such that the Holder shall hold Warrants
entitling Holder to purchase the number of shares as so adjusted for an
aggregate Warrant Exercise Price equal to the aggregate Warrant Exercise Price
in effect immediately prior to such adjustment.
(f) In case any time:
(i) any of the adjustments required by 3(a) through (e) occur;
(ii) the Company shall make any distribution (other than
regular cash dividends) to the holders of its capital stock;
(iii) the Company shall offer for subscription pro rata to the
holders of its capital stock any additional shares of stock of any
class or other rights; or
(iv) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall give written notice,
by first-class mail, postage prepaid, addressed to the registered holder of this
Warrant at the address of such holder as shown on the books of the Company, of
the date on which (x) the books of the Company shall close or a record shall be
taken for such dividend, subdivision, distribution, or subscription rights, or
(y) such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation or winding up, or conversion or redemption shall take
place, as the case may be. Such notice shall also specify the date as of which
the holders of capital stock of record shall participate in such dividend,
distribution, or subscription rights, or shall be entitled to exchange their
capital stock for securities or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up, or conversion or redemption, as the case may be. Such
written notice shall be given at least ten (10) days prior to the action in
question and not less than ten (10) days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto.
(g) No fractional shares of Common Stock shall be issued upon the
exercise of this Warrant, but, instead of any fraction of a share which would
otherwise be issuable, the Company shall pay a cash adjustment (which may be
effected as a reduction of the amount to be paid by the holder hereof upon such
exercise) in respect of such fraction in an amount equal to the same fraction of
the Market Price per share of Common Stock as of the close of business on the
date of the notice required by Section 3(e). "Market Price" shall mean, if the
Common Stock is traded on a securities exchange or on the NASDAQ System, the
average of the closing prices of the Common Stock on such exchange or the NASDAQ
System on the twenty (20) trading days ending on the trading day prior to the
date of determination, or, if the Common Stock is otherwise traded in the
over-the-counter market, the average of the closing bid prices on the twenty
(20) trading days ending on the trading day prior to the date of determination.
If at any time the Common Stock is not traded on an exchange or the NASDAQ
System, or otherwise traded in the over-the-counter market, the Market Price
shall be deemed to be the higher of
(i) the book value thereof as determined by any firm of
independent public accountants of recognized standing selected by the
Board of Directors of the Company as of the last day of any month
ending within sixty (60) days preceding the date as of which the
determination is to be made, or
(ii) the fair value thereof determined in good faith by the
Board of Directors of the Company as of a date which is within fifteen
(15) days of the date as of which the determination is to be made.
4. NO VOTING RIGHTS. This Warrant shall not entitle the Holder hereof to any
voting rights or other rights as a stockholder of the Company.
5. RESTRICTIONS ON TRANSFER. This Warrant and the shares of Common Stock issued
or issuable through the exercise of this Warrant are "restricted securities"
under the Securities Act of 1933 (the "Securities Act") and the rules and
regulations promulgated thereunder and may not be sold, transferred, pledged, or
hypothecated without such transaction being registered under the Securities Act
and applicable state laws or the availability of an exemption therefrom that is
established to the satisfaction of the Company; a legend to this effect shall
appear on this Warrant and, unless the issuance is a registered transaction, on
all shares of Common Stock issued upon the exercise hereof. The holder of this
Warrant, by acceptance hereof, agrees to give written notice to the Company
before transferring this Warrant or transferring any Common Stock issuable or
issued upon the exercise hereof of such holder's intention to do so, describing
briefly the manner of any proposed transfer of this Warrant or such holder's
intention as to the disposition to be made of shares of Common Stock issuable or
issued upon the exercise hereof. Holder shall provide Company with any details
it requires to determine whether an exemption from registration is available,
and if the Company deems it necessary, such holder shall also provide the
Company with an opinion of counsel satisfactory to the Company to the effect
that the proposed transfer of this Warrant or disposition of shares may be
effected without registration or qualification (under any federal or state law)
of this Warrant or the shares of Common Stock issuable or issued upon the
exercise hereof. Upon receipt of such written notice and opinion by the Company,
such holder shall be entitled to transfer this Warrant, or to exercise this
Warrant in accordance with its terms and dispose of the shares received upon
such exercise or to dispose of shares of Common Stock received upon the previous
exercise of this Warrant, all in accordance with the terms of the notice
delivered by such holder to the Company, provided that an appropriate legend
respecting the aforesaid restrictions on transfer and disposition may be
endorsed on this Warrant or the certificates for such shares.
6. TRANSFER PROCEDURES. Subject to the provisions of Section 5, this Warrant and
all rights hereunder are transferable, in whole or in part, at the principal
office of the Company by the holder hereof in person or by duly authorized
attorney, upon surrender of this Warrant properly endorsed. Each taker and
holder of this Warrant, by taking or holding the same, consents and agrees that
the bearer of this Warrant, when endorsed, may be treated by the Company and all
other persons dealing with this Warrant as the absolute owner hereof for any
purpose and as the person entitled to exercise the rights represented by this
Warrant, or to the transfer hereof on the books of the Company, any notice to
the contrary notwithstanding; but until such transfer on such books, the Company
may treat the registered holder hereof as the owner for all purposes.
7. REGISTRATION RIGHTS.
(a) If at any time the Company proposes to register the sale of shares
of Common Stock (whether for itself or any of its security holders) under the
Securities Act and the registration form to be used may be used for the
registration of shares underlying this Warrant (a "Piggyback Registration"), the
Company shall give prompt written notice to the Holder of its intention to
effect such a registration and, subject to Section 7(b) below, shall include in
such registration all shares of Common Stock underlying this Warrant with
respect to which the Company has received Holder's written request for inclusion
in such registration, provided that such request must be received by Company
within 20 days after the date of the Company's notice to Holder. The
Registration Expenses in all Piggyback Registrations shall be paid by the
Company.
(b) If a Piggyback Registration is an underwritten primary registration
on behalf of the Company or a successor, and the managing underwriters advise
the Company in writing that in their opinion the number of shares of Common
Stock requested to be included in such registration exceeds the number which can
be sold in such offering without adversely affecting the marketability of the
offering, the Company shall exclude from such registrations the excess amount of
shares of Common Stock, and shall include in such registration (i) first, the
securities the Company proposes to sell; (ii) second, shares of Common Stock
requested to be included in such registration by the holders of all securities
of the Company having registration rights, prorata among the owners of such
securities on the basis of the number of shares of Common Stock or equivalent
shares of Common Stock owned by each such owner, and (iii) third, other
securities requested to be included in such registration, in the Company's
discretion.
(c) Whenever the Holder has requested that any shares of Common Stock
underlying this Warrant be registered pursuant to this Section 7, the Company
shall use its best efforts to effect the registration and the sale of such
shares in accordance with the intended method of disposition thereof, and
pursuant thereto the Company shall as expeditiously as possible:
(i) notify the Holder of the effectiveness of each
registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to
such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement
effective for a period of not less than 180 days and comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the sellers
thereof set forth in such registration statement;
(ii) furnish the Holder such number of copies of such
registration statement, each amendment and supplement thereto, the
prospectus included in such registration statement (including each
preliminary prospectus) and such other documents as such seller may
reasonably request in order to facilitate the disposition of the shares
of Common Stock underlying this Warrant;
(iii) use its best efforts to register or qualify the shares
of Common Stock underlying this Warrant under such other securities or
blue sky laws of such jurisdictions as Holder reasonably requests and
do any and all other acts and things which may be reasonably necessary
or advisable to enable Holder to consummate the disposition in such
jurisdictions of the shares of Common Stock underlying this Warrant
(provided that the Company shall not be required to (A) qualify
generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subsection, (B) subject
itself to taxation in any such jurisdiction or (C) consent to general
service of process in any such jurisdiction);
(iv) notify Holder, at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in
such registration statement contains an untrue statement of a material
fact or omits any fact necessary to make the statements therein not
misleading, whereupon Holder shall cease distributing any shares of
Common Stock until, at the request of Holder, the Company shall prepare
a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such shares of Common Stock, such
prospectus shall not contain an untrue statement of a material fact or
omit to state any fact necessary to make the statements therein not
misleading; and
(v) use its best efforts to comply with all applicable rules
and regulations of the Securities and Exchange Commission, and in the
event of the issuance of any stop order suspending the effectiveness of
a registration statement, or of any order suspending or preventing the
use of any related prospectus or suspending the qualification of any
equity securities included in such registration statement for sale in
any jurisdiction, the Company shall use its best efforts promptly to
obtain the withdrawal of such order.
(d) All expenses incident to the Company's performance of or compliance
with this Section 7, including without limitation all registration and filing
fees, fees and expenses of compliance with securities or blue sky laws, NASD
fees, printing expenses, messenger and delivery expenses, fees arid
disbursements of custodians, and fees and disbursements of counsel for the
Company and all independent certified public accountants, fees (up to $5,000),
and disbursements of one counsel for the Holder, underwriters (excluding
discounts and commissions) and other persons retained by the Company (all such
expenses being herein called "Registration Expenses"), shall be borne by the
Company as provided in this Section 7.
(e) The Company agrees to indemnify, to the extent permitted by law,
Holder, its officers and directors and each person who controls Holder (within
the meaning of the Securities Act) against all losses, claims, damages,
liabilities and expenses caused by any untrue or alleged untrue statement of
material fact contained in any registration statement filed by the Company,
prospectus prepared by the Company or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any
information furnished in writing to the Company by Holder expressly for use
therein or by Holder's failure to deliver a copy of the registration statement
or prospectus or any amendments or supplements thereto after the Company has
furnished Holder with a sufficient number of copies of the same. In connection
with an underwritten offering, the Company shall indemnify such underwriters,
their officers and directors and each person who controls such underwriters
(within the meaning of the Securities Act) to at least the same extent as
provided above with respect to the indemnification of the Holder issued by the
Company.
(f) In connection with any registration statement in which Holder is
participating, each Holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in
connection with any such registration statement or prospectus and, to the extent
permitted by law, shall indemnify the Company, its directors and officers and
each person who controls the Company (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of material fact contained in the
registration statement, prospectus or preliminary prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by Holder.
(g) Any person entitled to indemnification under this Section 7 shall
(i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give
prompt notice shall not impair any person's right to indemnification hereunder
to the extent such failure has not prejudiced the indemnifying party) and (ii)
unless in such indemnified party's reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist with respect to such
claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. If such defense is
assumed, the indemnifying party shall not be subject to any liability for any
settlement made by the indemnified party without its consent. An indemnifying
party who is not entitled to, or elects not to, assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than one counsel for
all parties indemnified by such indemnifying party with respect to such claim,
unless in the reasonable judgment of any indemnified party a conflict of
interest may exist between such indemnified party and any other of such
indemnified parties with respect to such claim.
(h) The indemnification provided for under this Section 7 shall remain
in full force and effect regardless of any investigation made by or on behalf of
the indemnified party or any officer, director or controlling person of such
indemnified party and shall survive the transfer of securities. In order to
provide for contribution in any case in which either (i) Holder makes a claim
for indemnification pursuant to this Section 7 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 7 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of Holder in
circumstances for which indemnification is provided under this Section 7; then,
in each such case, the Company and Holder will contribute to the aggregate
losses, claims, damages or liabilities which they would otherwise be obligated
to indemnify under Sections 7(e) and 7(1) (after contribution from others) in
such proportions so that Holder is responsible for the portion of such aggregate
losses, claims, damages or liabilities represented by the percentage that the
public offering price of its shares of Common Stock offered by the registration
statement bears to the public offering price of all securities offered by such
registration statement, and the Company is responsible for the remaining
portion; provided, however, that, no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Securities Act,
shall be entitled to contribution from any person or entity who is not guilty of
such fraudulent misrepresentation.
(i) Holder may not participate in any registration under this Section 7
which is underwritten unless Holder (i) agrees to sell Holder's shares of Common
Stock on the basis provided in any underwriting arrangements approved by the
Company and (ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents required under the
terms of such underwriting arrangements.
8. MISCELLANEOUS.
(a) NOTICES, ETC. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by registered or
certified mail, postage prepaid, by facsimile transmission or electronic mail,
or otherwise delivered by hand or by messenger, addressed
(i) if to a holder of this Warrant, at such holder's address
set forth on the books of the Company, or at such other address as such
holder shall have furnished to the Company in writing; or
(ii) if to the Company, one copy should be sent to the
Company's current address at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
▇▇▇▇▇, or at such other address as the Company shall have designated by
notice.
Each such notice or other communication shall for all purposes of this Agreement
be treated as effective or having been given when delivered if delivered
personally; if sent by first class, postage prepaid mail, at the earlier of its
receipt or seventy-two (72) hours after the same has been deposited in a
regularly maintained receptacle for the deposit of the United States mail,
addressed and mailed as aforesaid; or, if sent by facsimile transmission or
electronic mail as of the date delivery is confirmed by the sender's equipment.
(b) SEVERABILITY. If any provision of this Agreement shall be held to
be illegal, invalid, or unenforceable, such illegality, invalidity, or
unenforceability shall attach only to such provision and shall not in any manner
affect or render illegal, invalid, or unenforceable any other provision of this
Agreement, and this Agreement shall be carried out as if any such illegal,
invalid, or unenforceable provision were not contained herein.
(c) GOVERNING LAW. This Warrant will be governed in accordance with
federal law to the extent applicable and by the internal law, not the law of
conflicts, of the State of Colorado.
(d) CONDITIONAL RIGHT TO ACQUIRE NEW WARRANT UPON EXPIRATION OF THIS
WARRANT. In the event that the Company stock does not close at a price per share
of $1.00 or higher for at least 30 consecutive trading days on the OTCBB or
other trading venue during the term of this Warrant, then upon the expiration of
this Warrant, the Company shall grant to the holder, a new Warrant for $1.00,
upon the same price and terms except that the new Warrant shall expire 2 years
from date of issuance.
IN WITNESS WHEREOF, Tombstone Cards, Inc. has caused this Warrant to be signed
by its duly authorized officer and dated as of October 19, 2006.
TOMBSTONE CARDS, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
SUBSCRIPTION FORM
To be Executed by the Holder of this Warrant if such
Holder Desires to Exercise
this Warrant in Whole or in Part:
To: Tombstone Cards, Inc. (the "Company")
The undersigned ___________________________ (Social Security number
_____________or taxpayer identification number of Subscriber:
_________________________) hereby irrevocably elects to exercise the right of
purchase represented by this Warrant for, and to purchase thereunder,
____________ shares of the Common Stock (the "Common Stock") provided for
therein and tenders payment herewith to the order of the Company in the amount
of $______________, such payment being made as provided on the face of this
Warrant.
The undersigned requests that certificates for such shares of Common Stock be
issued as follows:
Name: _________________________________________________________________________
Address: ______________________________________________________________________
Deliver to: ___________________________________________________________________
Address: ______________________________________________________________________
and, if such number of shares of Common Stock shall not be all the shares of
Common Stock purchasable hereunder, that a new Warrant for the balance remaining
of the shares of Common Stock purchasable under this Warrant be registered in
the name of, and delivered to, the undersigned at the address stated above.
Dated: ______________________
Signature
____________________________________________
Note: The signature on this Subscription
Form must correspond with the name as
written upon the face of this Warrant in
every particular, without alteration or
enlargement or any change whatever.
FORM OF ASSIGNMENT
(To Be Signed Only Upon Assignment)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
this Warrant, and appoints __________________________________________ to
transfer this Warrant on the books of the Company with the full power of
substitution in the premises.
Dated: _____________________
In the presence of:
----------------------------------------
-------------------------------------------
(Signature must conform in all respects to
the name of the holder as specified on the
face of this Warrant without alteration,
enlargement or any change whatsoever, and
the signature must be guaranteed in the
usual manner)