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EXHIBIT 4.3
SPECIMEN
NEITHER THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON THEIR EXERCISE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY
APPLICABLE STATE SECURITIES LAWS BY REASON OF EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND SUCH LAWS, AND MAY NOT BE TRANSFERRED IN THE ABSENCE
OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR
UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.
_________ Warrants Certificate Number _________
GOLF ONE INDUSTRIES, INC.
CLASS B COMMON STOCK PURCHASE WARRANTS
This certifies that, for value received, _____ or registered assigns, is the
registered holder (the "Holder") of ______ Warrants of Golf One Industries,
Inc., a Delaware Corporation (the "Company"). Each Warrant entitles the Holder
to purchase from the Company, at any time (within two years from date of issue)
(the "Expiration Date"), one share of the Common Stock of the Company for $.10
(the "Exercise Price") (subject to adjustment as hereinafter provided) (the
"Conversion Shares"), on the terms and conditions hereinafter provided.
1. Exercise
1.1 Manner of Exercise. The Warrants are exercisable by delivery to
the Company of the following (The "Exercise Documents") (i) this certificate;
(ii) a written notice of election to exercise the Warrants; (iii) a certificate
confirming that the representations and warranties of the original holder of the
Warrants in the Agreement are true and correct as of the date of exercise; and
(iv) the Exercise Price (and any applicable transfer taxes).
Within 30 days following receipt of the foregoing, the Company shall
execute and deliver to the Holder a certificate or certificates representing the
aggregate number of Conversion Shares purchased by the Holder. No fractional
share of Common Stock or scrip shall be issued upon exercise of the Warrants. If
more than one Warrant is exercised at any one time by the Holder, the number of
full shares of Common Stock issuable upon exercise thereof shall be computed on
the basis of the aggregate number of Warrants so exercised. If the computation
for determining the number of shares of Common Stock issuable upon exercise of
the Warrants shall result in other than a whole number, the Company shall pay to
the Holder an amount equal to the fair value of the fractional share, such
certificate or certificates shall be deemed to have been issued and the Holder
shall be deemed to become a record Holder of such Conversion Shares as of the
date of receipt by the Company of all the Exercise Documents. If less than all
of the Warrants evidenced by this Certificate are exercised, the Company will,
upon exercise, execute and deliver to the Holder a new certificate evidencing
the Warrants not so exercised.
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1.2 Compliance with Applicable Federal an State Securities laws.
Notwithstanding any provision of this Certificate to the contrary, the Company
shall not be obligated to issue Conversion Shares upon exercise of the Warrants
if such issuance would be a violation of federal or applicable state securities
Laws.
2. Adjustments of Exercise Price and Number and Kind of Conversion Shares.
2.1 In the event that the Company shall at any time hereafter (i) pay a
dividend in Common Stock or securities convertible into Common Stock; (ii)
subdivide or split its outstanding Common Stock; (iii) combine its outstanding
Common Stock into a smaller number of shares; or (iv) issue additional shares of
Common Stock without consideration in a transaction substantially similar to or
having an effect of the transactions described in clauses (i), (ii) and (iii)
above, then the number of Conversion Shares to be issued immediately after the
occurrence of any such event shall be adjusted so that the Holder thereafter may
receive the number of shares of Common Stock it would have owned immediately
prior to such action if it had exercised the Warrants immediately prior to such
action and the Purchase Price shall be adjusted to reflect such proportionate
increases or decreases in the number of Conversion Shares.
2.2 In case of any reclassification of the outstanding shares of
Common Stock (other than a change covered by Section 2.1 hereof or a change
which solely affects the par value of such shares) or in the case of any merger
or consolidation or merger in which the Company is not the continuing
corporation and which results in any reclassification or capital reorganization
of the outstanding shares), the Holder shall have the right thereafter (until
the Expiration Date) to receive upon the exercise hereof, for the same aggregate
Exercise Price payable hereunder immediately prior to such event, the kind and
amount of shares of stock or other securities or property receivable upon such
reclassification, capital reorganization, merger or consolidation, by a Holder
of the number of shares of Common Stock obtainable upon the exercise of the
Warrants immediately prior to such event; and if any reclassification also
results in a change in shares covered by Section 2.1, then such adjustments
shall be made pursuant to both this Section 2.2 and Section 2.1. The provisions
of this Section 2.2 shall similarly apply to successive reclassifications,
capital reorganizations and mergers or consolidations, sales or other transfers.
3. Transfer. Subject to compliance with applicable securities laws and the
conditions set forth in the Agreement, the Warrants are transferable, on the
books of the Company maintained for such purpose by ▇▇▇▇▇▇ in person, or by duly
authorized attorney, upon surrender of this certificate properly endorsed and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. If less than all the Warrants Evidenced by this Certificate
are transferred, the Company will, upon transfer, execute and deliver to the
Holder a new certificate evidencing the Warrants not so transferred.
4. Reservation of Shares. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, such number
of shares of Common Stock as shall from time to time be issuable upon exercise
of the Warrants. If at any time the number of authorized but unissued shares of
Common Stock shall not be sufficient to permit the exercise of the Warrants, the
Company shall promptly seek such corporate action as may be necessary to
increase its authorized but unissued shares of Common Stock to such number of
shares as shall be sufficient for such purpose.
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5. Notice and Address. All notices, requests, consents and other
communications required hereunder shall be in writing and by first class mail or
by registered or certified mail, postage prepaid, return receipt requested, and
(other than in connection with the exercise of the Warrants) shall be deemed to
have been duly made when deposited in the mails upon mailing by first class or
by registered or certified mail, postage prepaid, return receipt requested; if
addressed to the Holder at the last address of such Holder on the books of the
Company, and if addressed to the Company at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
93455 or such other address as the Company may designate in writing.
6. No Rights as Shareholder. The Holder shall have no rights as a
shareholder of the Company with respect to the Conversion Shares until the
receipt by the Company of all of the Exercise Documents. Except as may be
provided by Section 2 of this Certificate, no adjustment shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the date the Company receives all of the Exercise Documents.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its
duly authorized officer on __________.
GOLF ONE INDUSTRIES, INC.
By:
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Its:
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