WARRANT TO PURCHASE SHARES OF COMMON STOCK OF INNOVO GROUP INC. DATE OF INITIAL ISSUANCE: JUNE 27, 2007
ANNEX
II
THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE
“SECURITIES
ACT”),
AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF ABSENT SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM.
THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH
SECURITY
MAY BE OFFERED, RESOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR
DISPOSED OF, ONLY (1) (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT, (B) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN
A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT,
(C)
PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS)
OR (D) TO THE COMPANY, AND (2) IN EACH CASE, IN ACCORDANCE WITH APPLICABLE
BLUE
SKY LAWS AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE DOMESTIC OR FOREIGN
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY
ANY PURCHASER FROM IT THAT THE SECURITY EVIDENCED HEREBY IS SUBJECT TO
THE
FOREGOING RESALE RESTRICTIONS.
THE
SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS SECURITY HAVE
NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER STATE SECURITIES, OR “BLUE
SKY,” LAWS, AND WILL BE RESTRICTED IN THE SAME MANNER AS THESE SECURITIES. SUCH
SHARES ARE ENTITLED TO THE BENEFIT OF A SECURITIES PURCHASE AGREEMENT,
DATED AS
OF JUNE 27, 2007, BY AND AMONG THE ISSUER AND THE PURCHASERS NAMED THEREIN,
THAT
COVERS THE RESALE OF THE SHARES ACQUIRED UPON EXERCISE OF THESE WARRANTS.
A COPY
OF THE PURCHASE AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE
ISSUER.
WARRANT
TO PURCHASE
SHARES
OF COMMON STOCK
OF
DATE
OF
INITIAL ISSUANCE: JUNE 27, 2007
THIS
CERTIFIES THAT, for value received, _________ (the “Holder”)
is
entitled to purchase, subject to the exercise and other provisions of this
Warrant, from Innovo Group Inc., a Delaware corporation (the “Company”),
at
any time beginning on the one hundred and eight-first (181st)
day
following the date of initial issuance and ending at 5:00 P.M. Eastern
Time on
June 27, 2012 (the “Expiration
Date”),
up to
240,000 shares (as such number of shares may be adjusted in accordance
with
Section 2 hereof, the “Warrant
Shares”)
of the
Company’s common stock, par value $0.10 per share (the “Common
Stock”),
in
whole or in part, at an exercise price per share of $1.36 (subject to adjustment
as provided in Section 2 hereof, the “Exercise
Price”).
This
Warrant shall expire on the Expiration Date, and shall become void
thereafter.
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WHEREAS,
the Company proposes to sell, pursuant to a Securities Purchase Agreement,
dated
as of the date hereof (the “Purchase
Agreement”),
by
and among the Company, the Holder and the other Purchasers named therein,
an
aggregate of up to 2,500,000 shares of the Company’s Common Stock and, as an
inducement for the Purchasers to purchase such shares, the Company also
proposes
to grant to the Purchasers Warrants to purchase an aggregate of up to 800,000
shares of the Company’s Common Stock;
NOW,
THEREFORE, in consideration of the premises, the mutual agreements herein
contained and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, agree as follows:
Section
1. Exercise
of Warrant.
1.1. Vesting.
The
Holder’s rights under this Warrant shall fully be fully vested as of the date
hereof; provided that this Warrant may only be exercised during the Exercise
Period (as hereinafter defined).
1.2. Exercisability.
This
Warrant shall be exercisable, in whole or in part, beginning on the one
hundred
and eight first (181st)
day
following the date of initial issuance until the Expiration Date (such
period,
the “Exercise
Period”).
1.3. Procedure
for Exercise of Warrant.
(a) To
exercise this Warrant in whole or in part, the Holder shall deliver to
the
Company, at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Facsimile
No.
(▇▇▇) ▇▇▇-▇▇▇▇, Attention: Legal Department: (i) a completed and signed
Notice
of Exercise (including the Substitute Form W-9, which forms a part thereof),
as
attached hereto as Schedule
A;
(ii)
delivery of payment to the Company of the Exercise Price in any manner
specified
in subsection (c) of this Section 1.3; and (iii) this Warrant. Upon irrevocable
payment in good collected funds of the aggregate Exercise Price (rounded
up to
the nearest cent) for the Warrant Shares being purchased, the Holder shall
be
deemed to be the holder of record of such Warrant Shares, notwithstanding
that
the stock transfer books of the Company may then be closed or that certificates
representing such Warrant Shares may not then be actually delivered to
the
Holder.
(b) The
Company shall, as promptly as practicable after completion of the actions
specified in Section 1.3(a) above (the “Date of Exercise”), and in no event
later than three (3) business days after the Date of Exercise, cause to
be
executed, and deliver to the Holder a certificate representing the aggregate
number of Warrant Shares specified in the Notice of Exercise. Each stock
certificate so delivered shall be in such denomination as may be requested
by
the Holder and shall be registered in the name of the Holder. If this Warrant
shall have been exercised only in part, the Company shall, at the time
of
delivery of said stock certificate or certificates, deliver to the Holder
a new
Warrant evidencing the right of the Holder to purchase the remaining Warrant
Shares covered by this Warrant. The Company shall pay all expenses, stock
transfer taxes and other charges payable in connection with the preparation,
execution and delivery of such stock certificates.
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(c) The
Exercise Price shall be payable (i) in cash or its equivalent, payable
by wire
transfer of immediately available funds to a bank account specified by
the
Company or by certified or bank cashiers’ check in lawful money of the United
States of America; or (ii) by presentation and surrender of this Warrant
to the
Company at its principal offices with a written notice of the Holder’s intention
to effect a cashless exercise, including a calculation of the number of
shares
of Common Stock to be issued upon such exercise in accordance with the
terms
hereof (a “Cashless
Exercise”).
In
the event of a Cashless Exercise, in lieu of paying the Exercise Price
in cash,
the Holder shall surrender this Warrant, in whole or in part, for that
number of
shares of Common Stock determined by multiplying the number of Warrant
Shares to
which such Holder would otherwise be entitled by a fraction, the numerator
of
which shall be the excess of the then Current Market Price per share of
Common
Stock over the Exercise Price, and the denominator of which shall be the
then
Current Market Price per share of Common Stock. For purposes of this subsection
(c), “Current
Market Price”
means,
with respect to the Common Stock, on any given day, (i) the price of the
last
trade, as reported on the Nasdaq Capital Market (or other comparable system)
on
the business day immediately prior to the date on which the Holder surrenders
this Warrant to the Company for the purposes of the Cashless Exercise,
not
identified as having been reported late to such system during regular trading
hours, or (ii) if the Common Stock is so traded, but not so reported, the
average of the last bid and ask prices, as those prices are reported on
the
Nasdaq Capital Market (or other comparable system) during regular trading
hours
on the business day immediately prior to the date on which the Holder surrenders
this Warrant to the Company for the purposes of the Cashless Exercise,
or (iii)
if the Common Stock is not listed or authorized for trading on the Nasdaq
Capital Market or any comparable system, the average of the closing bid
and ask
prices as furnished by two members of the National Association of Securities
Dealers, Inc. selected from time to time in good faith by the Board of
Directors
for that purpose. If the Common Stock is not listed and traded in a manner
that
the quotations referred to above are available for the period required
hereunder, the Current Market Price per share of Common Stock shall be
deemed to
be the fair value per share of such security as determined in good faith
by the
Board of Directors. For purposes of Rule 144 promulgated under the Securities
Act, it is intended, understood and acknowledged that the Warrant Shares
issued
in a Cashless Exercise transaction shall be deemed to have been acquired
by the
Holder, and the holding period for the Warrant Shares shall be deemed to
have
commenced, on the date this Warrant was originally issued.
(d) The
Company’s obligations to issue and deliver Warrant Shares in accordance with the
terms hereof are absolute and unconditional, irrespective of any action
or
inaction by the Holder to enforce the same, any waiver or consent with
respect
to any provision hereof, the recovery of any judgment against any person
or
entity or any action to enforce the same, or any setoff, counterclaim,
recoupment, limitation or termination, or any breach or alleged breach
by the
Holder or any other person or entity of any obligation to the Company or
any
violation or alleged violation of law by the Holder or any other person
or
entity, and irrespective of any other circumstance which might otherwise
limit
such obligation of the Company to the Holder in connection with the issuance
of
Warrant Shares. Nothing herein shall limit a ▇▇▇▇▇▇’s right to pursue any other
remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing
Warrant Shares upon exercise of the Warrant as required pursuant to the
terms
hereof.
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1.4. Restrictive
Legend.
Each
certificate for Warrant Shares shall contain the following legend:
“THIS
SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM
REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE
“SECURITIES
ACT”),
AND THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED OR DISPOSED OF ABSENT SUCH REGISTRATION
OR AN APPLICABLE EXEMPTION THEREFROM.
THE
HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE ISSUER THAT SUCH
SECURITY
MAY BE OFFERED, RESOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR
DISPOSED OF, ONLY (1) (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT, (B) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON IN
A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 904 UNDER THE SECURITIES ACT,
(C)
PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO
REQUESTS)
OR (D) TO THE COMPANY, AND (2) IN EACH CASE, IN ACCORDANCE WITH APPLICABLE
BLUE
SKY LAWS AND THE SECURITIES LAWS OF ANY OTHER APPLICABLE DOMESTIC OR FOREIGN
JURISDICTION. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY
ANY PURCHASER FROM IT THAT THE SECURITY EVIDENCED HEREBY IS SUBJECT TO
THE
FOREGOING RESALE RESTRICTIONS.”
The
certificates shall also bear any additional legends that are required by,
or are
appropriate with respect to the rules and regulation of, any state, local,
foreign or other securities authorities. The Company’s transfer agent and
registrar will maintain
stop transfer instructions on record for the Warrant Shares until it has
been
notified by the Company, upon the advice of counsel, that such instructions
may
be waived. Such stop transfer instructions will limit the method of sale
of the
Warrant Shares, consistent with Rule 144 or other available exemptions
from
registration under the Securities Act of 1933, as amended. Any transfers
other
than pursuant to Rule 144 will require an opinion of counsel reasonably
satisfactory to the Company and its counsel prior to such
transfers.
1.5. Character
of Warrant Shares.
The
Company represents and warrants that all Warrant Shares shall be duly
authorized, validly issued, and, upon payment of the Exercise Price therefor,
fully paid and nonassessable, and free from all taxes, liens, hypothecations,
security interests, adverse claims or interests and charges created in
respect
of the issue thereof. Each person in whose name any such certificate for
Warrant
Shares is issued shall for all purposes be deemed to have become the holder
of
record of the Common Stock represented thereby on the Exercise Date of
the
Warrants resulting in the issuance of such shares, irrespective of the
date of
issuance or delivery of such certificate.
1.6 No
Fractional Shares.
The
Company shall have no obligation to issue fractional shares, or scrip
representing fractional shares, of its Common Stock under this Warrant,
and, to
the extent that the Holder would otherwise be entitled to purchase and/or
receive fractional shares of Common Stock hereunder, the Company shall,
in lieu
of issuing such fractional share, pay to the Holder an amount in cash equal
to
the product of (x) the Current Market Price per share of Common Stock,
times (y)
a fraction equal to the fraction of a share of Common Stock into which
this
Warrant would otherwise be exercisable.
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Section
2. Certain
Adjustments.
2.1. Stock
Dividends, Subdivisions and Combinations.
If at
any time the Company shall:
(a) establish
a record date for the determination of holders of record of its Common
Stock for
the purpose of entitling them to receive a dividend payable in, or other
distribution of, additional shares of the Company’s Common Stock,
(b) subdivide
its outstanding shares of Common Stock into a larger number of shares of
Common
Stock, or
(c) combine
its outstanding shares of Common Stock into a smaller number of shares
of Common
Stock,
then
(1)
the Warrant Shares for which this Warrant is exercisable immediately after
the
occurrence of any such event shall be adjusted to equal the number of shares
of
Common Stock which a record holder of the same number of shares of Common
Stock
for which this Warrant is exercisable immediately prior to the occurrence
of
such event would own or be entitled to receive after the happening of such
event, and (2) the Exercise Price shall be adjusted to equal (x) the Exercise
Price multiplied by the Warrant Shares for which this Warrant is exercisable
immediately prior to the adjustment divided by (y) the Warrant Shares for
which
this Warrant is exercisable immediately after such adjustment.
2.2. Adjustment
Procedures.
The
following provisions shall be applicable to adjustments to be made pursuant
to
Section 2.1 hereof:
(a) When
Adjustments to be Made.
The
adjustments required by this Section 2 shall be made whenever and as often
as
any event requiring an adjustment shall occur. For the purpose of any such
adjustment, any event shall be deemed to have occurred at the close of
business
on the date of its occurrence.
(b) Fractional
Interests.
In
computing adjustments under this Section 2, fractional interests in the
Common
Stock shall be taken into account to the nearest 1/10th of a share. Subject
to
Section 1.6, in no event, however, shall fractional shares or scrip representing
fractional shares be issued upon the exercise of this Warrant.
(c) When
Adjustment Not Required.
If the
Company shall establish a record date for the determination of the holders
of
record of the Common Stock for the purpose of entitling such holders to
receive
a dividend payable in Common Stock and shall, thereafter and before the
distribution to shareholders thereof, legally abandon its plan to pay or
deliver
such dividend, then no adjustment shall be required by reason of the
establishment of such record date and any such adjustment previously made
in
respect thereof shall be rescinded and annulled.
2.3. Reorganization,
Reclassification, Merger, Consolidation or Share Exchange.
If the
Company at any time reorganizes or reclassifies the outstanding shares
of Common
Stock (other than a change in par value, or from no par value to par value,
or
from par value to no par value, or as a result of a subdivision or combination)
or consolidates with, merges into, or effects a share exchange with, another
corporation (where the Company is not the continuing corporation after
such
merger or consolidation), then the Holder shall thereafter be entitled
to
receive upon exercise of this Warrant in whole or in part, the same kind
and
number of shares of stock and other securities, cash or other property
(and upon
the same terms and with the same rights) as would have been distributed
to the
Holder upon such reorganization, reclassification, consolidation, merger
or
share exchange had the Holder exercised this Warrant immediately prior
to such
reorganization, reclassification, consolidation, merger or share exchange
(subject to subsequent adjustments under this Section 2), and the Exercise
Price
shall be adjusted appropriately to reflect such action and
adjustment.
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If
any
such reorganization, reclassification, consolidation, merger or share exchange
results in a cash distribution in excess of the Exercise Price provided
by this
Warrant, the Holder may, at the Holder's option, exercise this Warrant
without
making payment of the Exercise Price, and in such case the Company or its
successors and assigns shall, upon distribution to such Holder, consider
the
Exercise Price to have been paid in full, and in making settlement to such
Holder, shall deduct an amount equal to the Exercise Price from the amount
payable to such Holder. Notwithstanding anything herein to the contrary,
the
Company will not effect any such reorganization, reclassification, merger,
consolidation or share exchange unless prior to the consummation thereof,
the
corporation that may be required to deliver any stock, securities or other
assets upon the exercise of this Warrant shall agree by an instrument in
writing
to deliver such stock, cash, securities or other assets to the Holder.
A sale,
transfer or lease of all or substantially all of the assets of the Company
to
another person shall be deemed a reorganization, reclassification,
consolidation, merger or share exchange for the foregoing purposes.
2.4. Officer’s
Certificate.
Upon
each adjustment of the Exercise Price and the Warrant Shares issuable upon
the
exercise of this Warrant, and in the event of any change in the rights
of the
Holder by reason of other events herein set forth, then and in each such
case,
the Company will promptly prepare a certificate of a responsible officer
of the
Company, stating the adjusted Exercise Price, the adjusted number of Warrant
Shares so issuable, and setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based. The Company
will
promptly mail a copy of such certificate to the Holder. Such calculation
shall
be final and binding on the parties and shall be conclusive evidence of
the
correctness of the computation with respect to any such adjustment of the
Exercise Price and any such change in the number of Warrant Shares so issuable,
absent manifest error.
2.5 Notice
of Certain Proposed Actions.
In the
event the Company shall propose to take any action of the types described
in
Sections 2.1 or 2.3 above, then the Company shall forward, at the same
time and
in the same manner, to the Holder such notice and related proxy or other
materials, if any, that the Company gives to the holders of the Common
Stock.
Failure to give such notice, or any defect therein, however, shall not
affect
the legality or validity of any such action.
Section
3. Ownership
and Transfer.
3.1. Ownership.
The
Company may deem and treat the person in whose name this Warrant is registered
as the Holder and owner hereof (notwithstanding any notations of ownership
or
writing hereon made by anyone other than the Company) for all purposes
and shall
not be affected by any notice to the contrary until presentation of this
Warrant
to the Company for registration of transfer.
3.2. Transfers.
Upon
the sale, disposition, transfer or conveyance of this Warrant, the purchaser,
transferee or other recipient hereof shall, together with the previous
Holder
hereof, promptly notify the Company of such sale, disposition, transfer
or
conveyance and shall provide such recipient’s name, address and capacity in
which this Warrant is held, and present such other information as the Company
may reasonably request, and such recipient will thereafter be subject to,
and
bound by, the terms and provisions of, this Warrant to the same extent
as the
previous Holder.
3.3. Replacement.
Upon
receipt by the Company of evidence reasonably satisfactory to it of the
loss,
theft or destruction of this Warrant, and of indemnity or security reasonably
satisfactory to it, or upon surrender of this Warrant if mutilated, the
Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant.
This
Warrant shall be promptly canceled by the Company upon the surrender hereof
in
connection with any transfer or replacement. Except as otherwise provided
above
in the case of the loss, theft or destruction of a Warrant, the Company
shall
pay all expenses, taxes and other charges payable in connection with any
transfer or replacement of this Warrant. Applicants for such substitute
Warrants
shall also comply with such other reasonable regulations and pay such other
reasonable charges incidental thereto as the Company may reasonably prescribe.
Any such new Warrant shall constitute an original contractual obligation
of the
Company, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant shall at any time be presented.
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3.4 Cancellation
of Warrant.
Any
Warrant surrendered upon exercise or for split up, combination, exchange
or
transfer, or purchased or otherwise acquired by the Company, shall be cancelled
and shall not be reissued by the Company; and, except as provided herein
in the
case of the purchase of less than all of the Warrant Shares that the Holder
may
purchase hereunder or in the case of a split up, combination, exchange
or
transfer, no Warrant shall be issued hereunder in lieu of such cancelled
Warrant. Any Warrant so cancelled shall be marked cancelled and destroyed
by the
Company.
Section
4. Miscellaneous.
4.1 Reservation
of Shares.
The
Company covenants that, at all times during the Exercise Period, it will
reserve
from its authorized and unissued Common Stock a sufficient number of shares
to
provide for the issuance of Common Stock upon the exercise of this Warrant,
as
well as for the issuance of Common Stock pursuant to any other outstanding
warrants, options or other instruments convertible or exercisable into
the
Company’s Common Stock, and with respect to any employee benefit or similar
plans.
4.2 No
Rights as Shareholder; Limitation of Liability.
This
Warrant shall not entitle the Holder to any of the rights of a shareholder
of
the Company, including, without limitation, the right to vote, to receive
dividends and other distributions, or to receive any notice of, or to attend,
meetings of Company shareholders, prior to exercise of this Warrant and
irrevocable payment in good, collected funds of the Exercise Price
therefor.
4.3 Amendment.
This
Warrant may only be modified or amended and any provision hereof may only
be
waived by a writing executed by the Company and the Holder of this
Warrant.
4.4 Successors
and Assigns.
This
Warrant shall be binding upon, and inure to the benefit of, the parties
hereto
and their respective successors and assigns permitted hereunder, and no
other
parties shall have any rights hereunder. The Company will not merge or
consolidate with or into any other corporation or other entity or sell
or
otherwise transfer its property, assets and business substantially as an
entirety to a successor corporation or other entity, unless the corporation
or
other entity resulting from such merger, consolidation, sale or transfer
(if not
the Company) shall expressly assume, by supplemental agreement, the due
and
punctual performance and observance of each and every covenant and condition
of
this Warrant to be performed and observed by the Company.
4.5 Governing
Law.
This
Warrant shall be governed by, and construed and enforced in accordance
with, the
laws of the State of Delaware.
4.6 Entire
Agreement; Other Benefits.
The
Holder is entitled, with respect to his ownership of this Warrant and/or
the
Warrant Shares to the benefits of the Securities Purchase Agreement, dated
as of
the date hereof (the “Purchase
Agreement”),
by
and among the Company, the Holder and the other Purchasers named in the
Purchase
Agreement. Except as otherwise expressly provided herein, this Warrant
(including the Purchase Agreement and any other agreements, instruments
and
other documents referred to herein or therein) constitutes the entire agreement
among the parties hereto with respect to the transactions contemplated
hereunder
and supersedes all prior arrangements or understandings with respect thereto,
written or oral.
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4.7 Standing.
Nothing
in this Warrant is intended, or shall be construed, to confer upon, or
give to,
any person other than the Company and the Holder any right, remedy or claim
under or by reason of this Agreement or of any covenant, condition, stipulation,
promise or agreement contained herein. All covenants, conditions, stipulations,
promises and agreements contained in this Warrant shall be for the sole
and
exclusive benefit of the Company and its successors, and the Holder, and
no
other person shall have any other rights or interests herein, whether as
third
party beneficiaries or otherwise.
4.8 Headings,
etc.
The
descriptive headings of the articles and sections of this Warrant are inserted
for convenience of reference only and shall not control or affect the meaning
or
construction of any of the provisions hereof. As under herein, the singular
shall include the plural and the terms “include” and “including” shall mean
without limitation by way of enumeration or otherwise.
4.9 Counterparts.
This
Warrant may be executed in any number of counterparts, each of which shall
be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
[Signatures
on following page.]
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IN
WITNESS WHEREOF, the parties hereto have set their hands as of the date
first
written above.
| INNOVO GROUP INC. | ||
| |
|
|
| By: | ||
|
Name: ▇▇▇▇
▇▇▇▇▇▇▇▇
Title: CEO,
President and CFO
|
||
| THE HOLDER | ||
| |
|
|
|
Name:
Authorized
Signatory
|
||
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SCHEDULE
A
NOTICE
OF EXERCISE OF
WARRANT
TO PURCHASE COMMON STOCK OF
To: Innovo
Group Inc.
The
undersigned, the registered owner of this Warrant, hereby irrevocably elects
to
exercise the purchase rights represented thereby for, and to purchase
thereunder, _________ shares of Common Stock of Innovo Group Inc. and
______
herewith makes payment of $__________ therefore; or
______
hereby elects a “Cashless Exercise” as defined and in the manner stated in
Section 1.3(c) of this Warrant; and
requests
that the certificates evidencing such shares be issued in the name of and
be
delivered to
Name:_________________________________________________________________________________________________
Address:_______________________________________________________________________________________________
___________________________________________________________________________________
___________________________________________________________________________________
Social
Security or
Tax
I.D.
Number:_________________________________________________________________________________________
and
if
such shares shall not be all of the shares purchasable hereunder, that
a new
Warrant of like tenor for the balance of the shares purchasable hereunder
be
delivered to the undersigned.
Dated:
__________________
| THE HOLDER | ||
| |
|
|
| By: | ||
|
Name: |
||
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SUBSTITUTE
FORM W-9
Under
the
penalties of perjury, I certify that:
(1)
the
Social Security Number or Taxpayer Identification Number given below is correct;
and
(2)
I am
not subject to backup withholding either because I have not been notified
that I
am subject to backup withholding as a result of a failure to report all
interest
or dividends, or because the Internal Revenue Service has notified me that
I am
no longer subject to backup withholding.
Important
Instructions:
You must
cross out #2 above if you have been notified by the Internal Revenue Service
that you are subject to backup withholding because of under reporting interest
or dividends on your tax return and if you have not received a notice from
the
Internal Revenue Service advising you that backup withholding due to notified
payee under reporting has terminated. For additional instructions, please
refer
to the attached “Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.”
Signature*:
___________________________________
Date:
_______________________,
______________________
*
If a
corporation, please sign in full corporate name by president or other authorized
officer. When signing as officer, attorney, custodian, trustee, administrator,
guardian, etc., please give your full title as such. In case of joint tenants,
each person must sign.
THIS
NOTICE OF EXERCISE SHALL NOT BE GIVEN EFFECT
BY
THE COMPANY UNLESS THE HOLDER OF THE UNDERLYING
WARRANT
HAS PROPERLY COMPLETED AND SIGNED BOTH
THE
NOTICE OF EXERCISE FORM AND THE SUBSTITUTE FORM W-9.
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