FRIENDLYWAY CORPORATION FORM OF WARRANT TO PURCHASE COMMON STOCK Void after _________ __, 2011
THIS
WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE
STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT OR THE
UNDERLYING SHARES OF COMMON STOCK UNDER SAID ACT AND APPLICABLE STATE SECURITIES
LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO FRIENDLYWAY CORPORATION
THAT SUCH REGISTRATION IS NOT REQUIRED.
|
Warrant
No. _______
|
_____________,
2006
|
FRIENDLYWAY
CORPORATION
FORM
OF WARRANT TO PURCHASE COMMON STOCK
Void
after _________ __, 2011
THIS
CERTIFICATE certifies that ____________________, having an address at
______________________________________, or permitted assignees is the registered
holder (the “Holder”)
of
this Warrant to Purchase Common Stock (the “Warrant”)
to
purchase shares of the common stock, $.001 par value per share (the
“Common
Stock”),
of
friendlyway Corporation, a corporation duly organized and validly existing
under
the laws of the State of Nevada (the “Company”).
This
Warrant has been issued to the Holder in connection with the private placement
of securities offered pursuant to the Company’s Securities Purchase Agreement
dated as of ____________, 2006 (together with all documents and filings attached
thereto, the “Securities
Purchase Agreement”).
FOR
VALUE
RECEIVED, the Company hereby certifies that the Holder is entitled to purchase
from the Company [one
share for every three shares that the Notes are convertible into]
duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock
(the “Warrant
Shares”)
at a
purchase price per share equal to $0.19 (the “Warrant
Price”),
and
subject to the terms, conditions and adjustments set forth below in this Warrant
and in the Securities Purchase Agreement. The person or entity in whose name
this Warrant is registered on the records of the Company regarding registration
and transfers of this Warrant (the “Warrant
Register”)
is the
owner and holder thereof for all purposes, except as described in Section 6
hereof.
1
1. Vesting
of Warrant.
This
Warrant shall vest and become exercisable immediately following the Closing
(as
defined in the Securities Purchase Agreement).
2.
Expiration
of Warrant.
This
Warrant shall expire at 5:00 p.m., New York local time, on _________, 2011,
which is the fifth anniversary date of the Closing (the "Expiration
Date").
3.
Exercise
of Warrant.
This
Warrant shall be exercisable pursuant to the terms of Section 1 and this Section
3 hereof.
3.1 Manner
of
Exercise. This Warrant may only be exercised by the Holder hereof, in accordance
with the terms and conditions hereof, in whole or in part with respect to any
portion of this Warrant, into shares of Common Stock, during normal business
hours on any day other than a Saturday or a Sunday or a day on which commercial
banking institutions in New York, New York are authorized by law to be closed
(a
“Business
Day”)
on or
prior to the Expiration Date with respect to such portion of this Warrant,
by
surrender of this Warrant to the Company at its office maintained pursuant
to
Section 8.2(a) hereof, accompanied by an exercise notice in substantially the
form attached to this Warrant as Exhibit
A,
duly
executed by or on behalf of the Holder together with (a) or (b)
below:
(a) the
payment of the Warrant Price in cash; or
(b) (i)
The
Holder may, at its option, elect to exercise this Warrant, in whole or in part
and at any time or from time to time, on a cashless basis, by surrendering
this
Warrant, with the purchase form attached to this Warrant as Exhibit
A
duly
executed by or on behalf of the Holder, at the principal office of the Company,
or at such other office or agency as the Company may designate, by canceling
a
portion of this Warrant in payment of the Warrant Price payable in respect
of
the number of Warrant Shares purchased upon such exercise. In the event of
an
exercise pursuant to this subsection 3.1(b), the number of Warrant Shares issued
to the Holder shall be determined according to the following formula:
X
=
Y(A-B)
A
Where:
X = the
number of Warrant Shares that shall be issued to the Holder;
Y
= the
number of Warrant Shares for which this Warrant is being exercised (which shall
include both the number of Warrant Shares issued to the Holder and the number
of
Warrant Shares subject to the portion of the Warrant being cancelled in payment
of the Warrant Price);
2
A
= the
Fair
Market Value (as defined below) of one share of Common Stock; and
B
= the
Warrant Price then in effect.
(ii)
The
Fair Market Value per share of Common Stock shall be determined as
follows:
(1) If
the
Common Stock is listed on a national securities exchange, the Nasdaq National
Market, the OTC Bulletin Board or another nationally recognized trading system
as of the Exercise Date, as defined below, the Fair Market Value per share
of
Common Stock shall be deemed to be the average of the high and low reported
sale
prices per share of Common Stock thereon on the trading day immediately
preceding the Exercise Date, as defined below, (provided
that if
the Common Stock is not so listed on such day, the Fair Market Value per share
of Common Stock shall be determined pursuant to clause (2) below).
(2)
If
the Common Stock is not listed on a national securities exchange, the Nasdaq
National Market, the OTC Bulletin Board or another nationally recognized trading
system as of the Exercise Date, as defined below, the Fair Market Value per
share of Common Stock shall be deemed to be the amount most recently determined
by the Board of Directors of the Company or an authorized committee of the
Board
of Directors of the Company (the “Board”)
to
represent the fair market value per share of the Common Stock (including without
limitation a determination for purposes of granting Common Stock options or
issuing Common Stock under any plan, agreement or arrangement with employees
of
the Company); and, upon request of the Holder, the Board (or a representative
thereof) shall, as promptly as reasonably practicable but in any event not
later
than 15 days after such request, notify the Holder of the Fair Market Value
per
share of Common Stock. Notwithstanding the foregoing, if the Board has not
made
such a determination within the three-month period prior to the Exercise Date,
as defined below, then (A) the Board shall make, and shall provide or cause
to be provided to the Holder notice of, a determination of the Fair Market
Value
per share of the Common Stock within 15 days of a request by the Holder that
it
do so, and (B) the exercise of this Warrant pursuant to this subsection
3.1(b) shall be delayed until such determination is made and notice thereof
is
provided to the Holder.
3.2 When
Exercise Effective. Each exercise of this Warrant shall be deemed to have been
effected immediately prior to the close of business on the Business Day on
which
this Warrant shall have been surrendered to the Company as provided in Section
3.1 hereof (“Exercise
Date”),
and,
at such time, the corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or a governmental agency
(a “Person”
or
the
“Persons”)
in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon exercise as provided herein shall be deemed to have
become the holder or holders of record thereof.
3
3.3 Delivery
of Stock Certificates. As soon as practicable after each exercise of this
Warrant, in whole or in part, and in any event within five (5) Business Days
thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered
to
the Holder hereof or, subject to Section 6 hereof, as the Holder (upon payment
by the Holder of any applicable transfer taxes) may direct:
(a)
a
certificate or certificates (with appropriate restrictive legends, as
applicable) for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock to which the Holder shall be entitled
upon
exercise plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, all issuances of Common Stock shall be rounded up to
the
nearest whole share.
(b)
in
case exercise is in part only, a new Warrant of like tenor, dated the date
hereof and calling in the aggregate on the face thereof for the number of shares
of Common Stock equal to the number of shares called for on the face of this
Warrant minus the number of shares designated by the Holder upon exercise as
provided in Section 3.1 hereof (without giving effect to any adjustment
thereof).
3.4 Company
to Reaffirm Obligations. The Company will, at the time of each exercise of
this
Warrant, upon the written request of the Holder hereof, acknowledge in writing
its continuing obligation to afford to the Holder all rights (including without
limitation any rights to registration of the shares of Common Stock issued
upon
exercise) to which the Holder shall continue to be entitled after exercise
in
accordance with the terms of this Warrant; provided,
however,
that if
the Holder shall fail to make a request, the failure shall not affect the
continuing obligation of the Company to afford the rights to such
Holder.
4.
Anti-dilution
Adjustment.
4.1
Stock
Dividends, Stock Splits, Etc. If the Company declares or pays a dividend on
its
Common Stock payable in Common Stock or other securities, or subdivides the
outstanding Common Stock into a greater amount of Common Stock, then upon
exercise of this Warrant, for each Warrant Share acquired, Holder shall receive,
without cost to Holder, the total number and kind of securities to which Holder
would have been entitled had Holder owned the Warrant Shares of record as of
the
date the dividend or subdivision occurred.
4.2 Reclassifications,
Exchange or Substitution. Upon any reclassification, exchange, substitution,
or
other event that results in a change of the number and/or class of the
securities issuable upon exercise of this Warrant, Holder shall be entitled
to
receive, upon exercise of this Warrant, the number and kind of securities and
property that Holder would have received for the Warrant Shares if this Warrant
had been exercised immediately before such reclassification, exchange,
substitution, or other event. The Company or its successor shall promptly issue
to Holder a new Warrant for such new securities or other property. The new
Warrant shall provide for adjustments which shall be as nearly equivalent as
may
be practicable to the adjustments provided for in this Section 4.2, including,
without limitation, adjustments to the Warrant Price and to the number of
securities or property issuable upon exercise of the new Warrant. The provisions
of this Section 4.2 shall similarly apply to successive reclassifications,
exchanges, substitutions, or other events.
4
4.3
Adjustments for Combinations, Etc. If the outstanding shares of Common Stock
are
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares, the Warrant Price shall be proportionately increased.
4.4
Merger or Consolidation. In case of any consolidation of the Company with,
or
merger of the Company into any other corporation, or in the case of any sale
or
conveyance of all or substantially all of the assets of the Company other than
in connection with a plan of complete liquidation of the Company, then as a
condition of such consolidation, merger or sale or conveyance, adequate
provision will be made whereby the registered holder of the Warrant will have
the right to acquire and receive upon exercise of this Warrant in lieu of the
shares of Common Stock immediately theretofore subject to acquisition upon
the
exercise of this Warrant, such shares of stock, securities or assets as may
be
issued or payable with respect to or in exchange for the number of shares of
Common Stock immediately theretofore subject to acquisition and receivable
upon
exercise of this Warrant had such consolidation, merger or sale or conveyance
not taken place. In any such case, the Company will make appropriate provision
to insure that the provisions of this Section 4 hereof will thereafter be
applicable as nearly as may be in relation to any shares of stock or securities
thereafter deliverable upon the exercise of this Warrant.
4.5 Adjustment
of Warrant Price. Except as otherwise hereinafter provided in Section 4.6,
in
the event that the Company shall sell any shares of Common Stock for a
consideration per share less than the Warrant Price, or issue any options,
rights or warrants to purchase Common Stock or issue any securities convertible
into or exchangeable for Common Stock at an exercise or conversion price below
the Warrant Price (such lower per share Common Stock sale price and/or
derivative security exercise or conversion price below the Warrant Price being
referred to as the “Lowered
Warrant Price”),
then
the Warrant Price for the exercise of all Warrant Shares hereunder shall
immediately be changed to the Lowered Warrant Price.
4.6
Exceptions. No adjustment to the Warrant Price shall be made pursuant to Section
4.5 with respect to (i) pursuant to Subsections 4.1 through 4.4 above;
(ii)
pursuant to options, warrants or other obligations to issue shares outstanding
on the date hereof as disclosed to the Holder in writing or in the Borrower's
Exchange Act filings (iii) pursuant to any options, warrants or shares of Common
Stock that may be sold and issued to Ram Capital Resources and its affiliates
on
or before July 30, 2006; and (iv) pursuant to options that are issuable as
of
the date hereof under any employee incentive stock option plan adopted by the
Borrower, or such other similar compensatory options, issuances, arrangements
or
plans approved by the Company’s Board of Directors.
5
4.7 Notice
of
Adjustments. Upon any adjustment of the terms of this Warrant pursuant to this
Section 4, then and in each such case the Company shall promptly deliver a
notice to the registered Holder of this Warrant, which notice shall state the
Warrant Price resulting from such adjustment and the changes, if any, in the
number of Warrant Shares or kind of securities or other property purchasable
at
such price upon the exercise hereof, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is
based.
4.8 Adjustment
in Number of Securities. Upon each adjustment of the Warrant Price pursuant
to
the provisions of this Section 4, the number of securities issuable upon the
exercise of each Warrant shall be adjusted to the nearest full amount by
multiplying a number equal to the Warrant Price in effect immediately prior
to
such adjustment by the number of Warrant Shares issuable upon exercise of the
Warrants immediately prior to such adjustment and dividing the product so
obtained by the adjusted Warrant Price.
4.9 No
Fractional Shares. No fractional shares shall be issuable upon exercise of
this
Warrant and the number of Warrant Shares to be issued shall be rounded down
to
the nearest whole share.
5. Reservation
of Shares.
The
Company shall at all times reserve and keep available out of its authorized
but
unissued shares of Common Stock, free from all taxes, liens and charges with
respect to the issue thereof and not be subject to preemptive rights or other
similar rights of stockholders of the Company, solely for the purpose of issuing
the shares of Common Stock underlying this Warrant, such number of its shares
of
Common Stock as shall from time to time be sufficient to effect the issuance
or
exercise thereof, and if at any time the number of authorized but unissued
shares of Common Stock shall not be sufficient to issue the Common Stock and
effect the exercise of this Warrant, in addition to such other remedies as
shall
be available to Holder, the Company shall take such corporate action as may,
in
the opinion of its counsel, be necessary to increase the number of authorized
but unissued shares of Common Stock to such number of shares as shall be
sufficient for such purposes, including without limitation, using its best
efforts to obtain the requisite stockholder approval necessary to increase
the
number of authorized shares of the Company’s Common Stock. All shares of Common
Stock issuable upon exercise of this Warrant shall be duly authorized and,
when
issued upon exercise, shall be validly issued and, in the case of shares, fully
paid and nonassessable and free from preemptive rights and free from taxes,
liens and charges with respect thereto.
6. No
Impairment.
The
Company will not, by amendment of its charter or through reorganization,
consolidation, merger, dissolution, sale of assets or any other voluntary
action, avoid or seek to avoid the observance or performance of any of the
terms
of this Warrant but will at all times carry out all such terms and take all
such
action as may be reasonably necessary or appropriate in order to protect the
rights of the holder of this Warrant against impairment.
6
7. Restrictions
on Transfer.
7.1 Restrictive
Legends. This Warrant and each Warrant issued upon transfer or in substitution
for this Warrant pursuant to Section 7, each certificate for Common Stock issued
upon the exercise of any Warrant and each certificate issued upon the transfer
of any such Common Stock shall be transferable only upon satisfaction of the
conditions specified in this Section 7 and Section 8.4. Each of the foregoing
securities shall be stamped or otherwise imprinted with a legend reflecting
the
restrictions on transfer set forth in Section 7 and Section 8.4 hereof and
any
restrictions required under the Securities Act of 1933, as amended (the
“Act”).
7.2 Notice
of
Proposed Transfer; Opinion of Counsel. Prior to any transfer of any securities
which are not registered under an effective registration statement under the
Act
(“Restricted
Securities”),
the
Holder will give written notice to the Company of the Holder's intention to
affect a transfer and to comply in all other respects with this Section 7.2.
Each notice (i) shall describe the manner and circumstances of the proposed
transfer, and (ii) shall designate counsel for the Holder giving the notice.
The
Holder giving notice will submit a copy thereof to the counsel designated in
the
notice. The following provisions shall then apply:
(a)
If in
the opinion of counsel for the Holder reasonably satisfactory to the Company
the
proposed transfer may be effected without registration of Restricted Securities
under the Act (which opinion shall state the basis of the legal conclusions
reached therein), the Holder shall thereupon be entitled to transfer the
Restricted Securities in accordance with the terms of the notice delivered
by
the Holder to the Company. Each certificate representing the Restricted
Securities issued upon or in connection with any transfer shall bear the
restrictive legends required by Section 7.1 hereof.
(b)
If
the opinion called for in (a) above is not delivered, the Holder shall not
be
entitled to transfer the Restricted Securities until either (x) receipt by
the
Company of a further notice from such Holder pursuant to the foregoing
provisions of this Section 7.2 and fulfillment of the provisions of clause
(a)
above, or (y) such Restricted Securities have been effectively registered under
the Act.
7.3 Termination
of Restrictions. The restrictions imposed by this Section 7 upon the
transferability of Restricted Securities shall cease and terminate as to any
particular Restricted Securities: (a) which Restricted Securities shall have
been effectively registered under the Act, or (b) when, in the opinions of
both
counsel for the Holder thereof and counsel for the Company, such restrictions
are no longer required in order to insure compliance with the Act or Section
8
hereof. Whenever such restrictions shall cease and terminate as to any
Restricted Securities, the Holder thereof shall be entitled to receive from
the
Company, without expense (other than applicable transfer taxes, if any), new
securities of like tenor not bearing the applicable legends required by Section
7.1 hereof.
7
8.
Ownership,
Transfer and Substitution of Warrant.
8.1
Ownership
of Warrant. The Company may treat the person in whose name this Warrant is
registered in the Warrant Register maintained pursuant to Section 8.2(b) hereof
as the owner and holder thereof for all purposes, notwithstanding any notice
to
the contrary, except that, if and when any Warrant is properly assigned in
blank, the Company may (but shall not be obligated to) treat the bearer thereof
as the owner of such Warrant for all purposes, notwithstanding any notice to
the
contrary. Subject to Section 7 hereof, this Warrant, if properly assigned,
may
be exercised by a new holder without a new Warrant first having been
issued.
8.2
Office;
Transfer and Exchange of Warrant.
(a)
The
Company will maintain as principal offices at ▇▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ as
the
office where notices, presentations and demands in respect of this Warrant
may
be made upon it until the Company notifies the holder of this Warrant of any
change of location of the office.
(b)
The
Company shall cause to be kept at its office maintained pursuant to Section
8.2(a) hereof a Warrant Register for the registration and transfer of this
Warrant. The names and addresses of holders of this Warrant, the transfers
thereof and the names and addresses of transferees of this Warrant shall be
registered in such Warrant Register. The Person in whose name any Warrant shall
be so registered shall be deemed and treated as the owner and holder thereof
for
all purposes of this Warrant, and the Company shall not be affected by any
notice or knowledge to the contrary.
(c)
Upon
the
surrender of this Warrant, properly endorsed, for registration of transfer
or
for exchange at the office of the Company maintained pursuant to Section 8.2(a)
hereof, the Company at its expense will (subject to compliance with Section
7
hereof, if applicable) execute and deliver to or upon the order of the Holder
thereof a new Warrant of like tenor, in the name of such holder or as such
holder (upon payment by such holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face thereof for the number of shares
of
Common Stock called for on the face of this Warrant so surrendered.
8.3 Replacement
of Warrant. Upon receipt of evidence reasonably satisfactory to the Company
of
the loss, theft, destruction or mutilation of this Warrant and, in the case of
any such loss, theft or destruction of this Warrant, upon delivery of indemnity
reasonably satisfactory to the Company in form and amount or, in the case of
any
mutilation, upon surrender of this Warrant for cancellation at the office of
the
Company maintained pursuant to Section 8.2(a) hereof, the Company at its expense
will execute and deliver, in lieu thereof, a new Warrant of like tenor and
dated
the date hereof.
9. Registration
Rights.
The
Company hereby agrees that the Holder shall be entitled, with respect to all
Warrant Shares issued upon the exercise of this Warrant, to the registration
rights set forth in the Registration Rights Agreement, dated as of ______,
2006,
by and among the Company, the Holder and the other investors in the Company’s
private offering of senior subordinated secured convertible notes and Warrants,
as may be amended or supplemented from time to time, the terms of which are
hereby incorporated by this reference, with the same force and effect as if
specifically set forth herein.
8
10.
No
Rights or Liabilities as Stockholder.
No
Holder
shall be entitled to vote or receive dividends or be deemed the holder of any
shares of Common Stock or any other securities of the Company which may at
any
time be issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon the Holder, as such, any of the
rights of a stockholder of the Company or any right to vote for the election
of
directors or upon any matter submitted to stockholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of par
value, consolidation, merger, conveyance, or otherwise) or to receive notice
of
meetings, or to receive dividends or subscription rights or otherwise until
this
Warrant shall have been exercised and the shares of Common Stock purchasable
upon the exercise hereof shall have become deliverable, as provided herein.
The
Holder will not be entitled to share in the assets of the Company in the event
of a liquidation, dissolution or the winding up of the Company.
11.
Notices
of Record Date, Etc.
In case
the Company shall take a record of the holders of its Common Stock (or other
stock or securities at the time deliverable upon the exercise of this Warrant)
for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares
of
stock of any class or any other securities, or to receive any other right;
or of
any capital reorganization of the Company, any reclassification of the capital
stock of the Company, any consolidation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the surviving entity), or any transfer of all or substantially all of the
assets of the Company; or of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, and in each such case, the
Company will mail or cause to be mailed to the registered holder of this Warrant
a notice specifying, as the case may be: (i) the date on which a record is
to be
taken for the purpose of such dividend, distribution or right, and stating
the
amount and character of such dividend, distribution or right, or (ii) the
effective date on which such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up is to take place,
and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such other stock or securities at the time deliverable upon the
exercise of this Warrant) shall be entitled to exchange their shares of Common
Stock (or such other stock or securities) for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
transfer, dissolution, liquidation or winding-up. Such notice shall be mailed
at
least ten (10) days prior to the record date or effective date for the event
specified in such notice unless such prior notice is waived by the registered
holder of this Warrant.
9
12.
Notices.
Any
notice or other communication in connection with this Warrant shall be deemed
to
be given if in writing (or in the form of a facsimile) addressed as hereinafter
provided and actually delivered at said address: (a) if to any Holder, at the
registered address of such holder as set forth in the Warrant Register kept
at
the office of the Company maintained pursuant to Section 8.2(a) hereof, or
(b)
if to the Company, to the attention of its Chief Financial Officer at its office
maintained pursuant to Section 8.2(a) hereof; provided,
however,
that
the exercise of any Warrant shall be effective in the manner provided in Section
3 hereof.
13. Payment
of Taxes.
The
Company will pay all documentary stamp taxes attributable to the issuance of
shares of Common Stock underlying this Warrant upon exercise of this Warrant;
provided,
however,
that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the registration of any certificate for shares
of
Common Stock underlying this Warrant in a name other that of the Holder. The
Holder is responsible for all other tax liability that may arise as a result
of
holding or transferring this Warrant or receiving shares of Common Stock
underlying this Warrant upon exercise hereof.
14. Warrant
Agent.
The
Company shall serve as warrant agent under this Warrant. Upon thirty (30) days
notice to the Holder, the Company may appoint a new warrant agent. Any
corporation into which the Company or any new warrant agent may be merged or
any
corporation resulting from any consolidation to which the Company or any new
warrant agent shall be a party or any corporation to which the Company or any
new warrant agent transfers substantially all of its corporate trust or
stockholders services business shall be successor warrant agent under this
Warrant without any further act. Any such successor warrant agent shall promptly
cause notice of its succession as warrant agent to be mailed (by first class
mail, postage prepaid) to the Holder at the Holder’s last address as shown on
the Warrant Register.
15.
Miscellaneous.
This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought. This Warrant shall
be
construed and enforced in accordance with and governed by the laws of the State
of New York. The section headings in this Warrant are for purposes of
convenience only and shall not constitute a part hereof.
[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
10
IN
WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock
to
be duly executed as of the date first above written.
| FRIENDLYWAY CORPORATION | ||
| |
|
|
| By: | ||
|
Name: |
||
| Title | ||
11
EXHIBIT
A
PURCHASE
FORM
|
To:
friendlyway Corporation
|
Dated:____________
|
The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No. ___), hereby elects to purchase (check
applicable box):
_________
shares of the Common Stock of friendlyway Corporation covered by such Warrant;
or
the
maximum number of shares of Common Stock covered by such Warrant pursuant to
the
cashless exercise procedure set forth in
subsection 3.1(b).
The
undersigned herewith makes payment of the full Warrant Price for such shares
at
the price per share provided for in such Warrant. Such payment takes the form
of
(check
applicable box or boxes):
$______
in lawful money of the United States; and/or
______
the cancellation of such portion of the attached Warrant as is exercisable
for a
total of _____ Warrant Shares (using a Fair Market Value of $_____ per share
for
purposes of this calculation) ; and/or
_____
the
cancellation of such number of Warrant Shares as is necessary, in accordance
with the formula set forth in subsection 3.1(b), to exercise this Warrant
with respect to the maximum number of Warrant Shares purchasable pursuant to
the
cashless exercise procedure set forth in subsection 3.1(b).
| Print or Type Name | |||
| (Signature must conform in all respects to name of holder as specified on the face of Warrant) | |||
| (Street Address) | |||
| (City) (State) (Zip Code) |
12