EXHIBIT 4.2
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND VARIOUS STATE SECURITIES
LAWS. THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF
THIS WARRANT MAY BE PLEDGED OR HYPOTHECATED IN CONNECTION WITH A
BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY THIS WARRANT OR
ANY OF THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT.
THIS REDEEMABLE CLASS "A" WARRANT REPRESENTS THE RIGHT
TO PURCHASE SHARES OF THE COMMON STOCK
OF
RENEWABLE ASSETS, INC.
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Issuer
Issue Date: ________________, 2005 Warrant No. A-___
This Class "A" Common Stock Warrant ("Warrant") and the
securities issuable upon its exercise (in whole or in part) have
been sold to the Holder within Units pursuant to the Form SB-2
Registration Statement filed with, and declared effective by the
Securities and Exchange Commission. The Warrants may be detached
and separated from the Units and the Warrant and or the
underlying shares may be freely sold, transferred or otherwise
disposed of while they are the subject of an effective
registration statement. The Class "A" Warrants are separable from
the Units and Common Stock comprising the Units.
Registered Warrant Holder:
Name:_________________________
Address:______________________
______________________________
SS/Tax ID#____________________
THIS CERTIFIES that ______________________ or any subsequent
holder of all or part of this Class "A" Common Stock Purchase
Warrant (the "Holder"), has the right to purchase from RENEWABLE
ASSETS, INC., a Delaware corporation (the "Company"), up to
__________ fully paid and nonassessable shares of the Company's
common stock, par value $0.001 per share (the "Common Stock"),
subject to adjustment as provided herein, at a price per share
equal to the Exercise Price (as defined below), at any time and
from time to time beginning on the date on which this Warrant is
Exh. 4.1 - Pg. 1
issued (the "Issue Date") and ending at 5:00 p.m., eastern time,
on the second (2nd) anniversary of the Issue Date (the
"Expiration Date").
1. Exercise.
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(a) Right to Exercise; Exercise Price. The Holder shall
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have the right to exercise this Warrant at any time and from time
to time during the period beginning on the Issue Date and ending
on the Expiration Date as to all or any part of the shares of
Common Stock covered hereby (the "Warrant Shares"). The
"Exercise Price" for each Warrant Share purchased by the Holder
upon the exercise of this Warrant shall be equal to $0.50,
subject to adjustment for the events specified in Section 6
below.
(b) Exercise Notice. In order to exercise this Warrant,
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the Holder shall send by facsimile transmission, at any time
prior to 5:00 p.m., eastern time, on the Business Day on which
the Holder wishes to effect such exercise (the "Exercise Date"),
to the Company an executed copy of the notice of exercise in the
form attached hereto as Exhibit A (the "Exercise Notice"), the
original Warrant and, the Exercise Price. The Exercise Notice
shall also state the name or names (with address) in which the
shares of Common Stock that are issuable on such exercise shall
be issued. If shares are to be issued in the name of a person
other than the Holder, the Holder will pay all transfer taxes
payable with respect thereto. In the case of a dispute as to the
calculation of the Exercise Price or the number of Warrant Shares
issuable hereunder (including, without limitation, the
calculation of any adjustment pursuant to Section 6 below), the
Company shall promptly issue to the Holder the number of Warrant
Shares that are not disputed and shall submit the disputed
calculations to a certified public accounting firm of national
recognition (other than the Company's independent accountants)
within two (2) Business Days following the date on which the
Exercise Notice is delivered to the Company. The Company shall
cause such accountant to calculate the Exercise Price and/or the
number of Warrant Shares issuable hereunder and to notify the
Company and the Holder of the results in writing no later than
three (3) Business Days following the day on which such
accountant received the disputed calculations (the "Dispute
Procedure"). Such accountant's calculation shall be deemed
conclusive absent manifest error. The fees of any such
accountant shall be borne by the party whose calculations were
most at variance with those of such accountant.
(c) Holder of Record. The Holder shall, for all
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purposes, be deemed to have become the holder of record of the
Warrant Shares specified in an Exercise Notice on the Exercise
Date specified therein, irrespective of the date of delivery of
such Warrant Shares. Except as specifically provided herein,
nothing in this Warrant shall be construed as conferring upon the
Holder hereof any rights as a stockholder of the Company prior to
the Exercise Date.
(d) Cancellation of Warrant. This Warrant shall be
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canceled upon its exercise and, if this Warrant is exercised in
part, the Company shall, at the time that it delivers Warrant
Shares to the Holder pursuant to such exercise as provided
herein, issue a new warrant, and deliver to the Holder a
certificate representing such new warrant, with terms identical
in all respects to this Warrant (except that such new warrant
shall be exercisable into the number of shares of Common Stock
with respect to which this Warrant shall remain unexercised);
provided, however, that the Holder shall be entitled to exercise
all or any portion of such new warrant at any time following the
time at which this Warrant is exercised, regardless of whether
the Company has actually issued such new warrant or delivered to
the Holder a certificate therefor.
2. Delivery of Warrant Shares Upon Exercise. Upon receipt
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of an Exercise Notice pursuant to paragraph 1 above, the Company
shall, no later than the close of business on the later to occur
of (i) the tenth (10th) Business Day following the Exercise Date
set forth in such Exercise Notice and (ii) the date on which the
Company has received payment of the Exercise Price and the taxes
specified in paragraph 1(b) above, if any, are paid in full,
being referred to as a "Delivery Date"), issue and deliver or
Exh. 4.1 - Pg. 2
cause to be delivered to the Holder the number of Warrant Shares
as shall be determined as provided herein. The Company shall
effect delivery of Warrant Shares by delivering to the Holder or
its nominee physical certificates representing such Warrant
Shares, as soon as commercially reasonable after the delivery
date.
3. Failure to Deliver Warrant Shares.
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(a) In the event that the Company fails for any reason to
deliver to the Holder the number of Warrant Shares entitled (an
"Exercise Default"), and such default continues for ten (10)
Business Days following delivery of a written notice of such
default by the Holder to the Company, the Company shall pay to
the Holder payments ("Exercise Default Payments") in the amount
of (i) (N/365) multiplied by (ii) the aggregate Exercise Price of
the Warrant Shares which are the subject of such Exercise Default
multiplied by (iii) the lower of fifteen percent (15%) and the
maximum rate permitted by applicable law (the "Default Interest
Rate"), where "N" equals the number of days elapsed between the
date of delivery of the Holder's notice of default and the date
on which all of such Warrant Shares are issued and delivered to
the Holder. Cash amounts payable hereunder shall be paid on or
before the tenth (10th) Business Day of each calendar month
following the calendar month in which such amount has accrued.
(b) The Holder's rights and remedies hereunder are
cumulative, and no right or remedy is exclusive of any other. In
addition to the amounts specified herein, the Holder shall have
the right to pursue all other remedies available to it at law or
in equity (including, without limitation, a decree of specific
performance and/or injunctive relief).
4. Exercise Limitations. In no event shall the Holder be
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permitted to exercise this Warrant, or part thereof, if, upon
such exercise, the number of shares of Common Stock beneficially
owned by the Holder (other than shares which would otherwise be
deemed beneficially owned except for being subject to a
limitation on conversion or exercise analogous to the limitation
contained in this paragraph 4), would exceed 4.99% of the number
of shares of Common Stock then issued and outstanding. As used
herein, beneficial ownership shall be determined in accordance
with Section 13(d) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder. To the extent that the
limitation contained in this paragraph 4 applies, the submission
of an Exercise Notice by the Holder shall be deemed to be the
Holder's representation that this Warrant is exercisable pursuant
to the terms hereof and the Company shall be entitled to rely on
such representation without making any further inquiry as to
whether this Section 4 applies. The Company shall have no
liability to any person if the Holder's determination of whether
this Warrant is convertible pursuant to the terms hereof is
incorrect. Nothing contained herein shall be deemed to restrict
the right of a Holder to exercise this Warrant, or part thereof,
at such time as such exercise will not violate the provisions of
this Section 4. This Section 4 may not be amended unless such
amendment is agreed to in writing by the Holder and approved by
the holders of a majority of the Common Stock then outstanding;
provided, however, that the Holder shall have the right, upon
sixty (60) days' prior written notice to the Company, to waive
the provisions of this Section 4.
5. Payment of the Exercise Price. The Holder shall pay
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the Exercise Price by delivering immediately available funds. It
is intended and acknowledged that the Warrant Shares issued shall
be deemed to have been acquired by the Holder, and the holding
period for the Warrant Shares required by Rule 144 shall be
deemed to have been commenced, on the Issue Date.
6. Call Provision. At any time after the issue date of
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this Warrant, and prior to the Expiration Date, the Company, upon
30 days notice to Warrant holders, may call all of the
outstanding, unexercised Warrants at the call price of $0.01 per
Warrant and, if called, the Warrants thereafter will no longer be
outstanding or of any further force or effect whatsoever.
Exh. 4.1 - Pg. 3
7. Anti-Dilution Adjustments. The Exercise Price and the
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number of Warrant Shares issuable hereunder shall be subject to
adjustment from time to time as provided in this Section 7:
(a) Subdivision or Combination of Common Stock. If the
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Company, at any time after the Issue Date, subdivides (by any
stock split, stock dividend, recapitalization, reorganization,
reclassification or otherwise) its shares of Common Stock into a
greater number of shares, then after the date of record for
effecting such subdivision, the Exercise Price in effect
immediately prior to such subdivision will be proportionately
reduced on a weighted average number of shares outstanding basis.
If the Company, at any time after the Issue Date, combines (by
reverse stock split, recapitalization, reorganization,
reclassification or otherwise) its shares of Common Stock into a
smaller number of shares, then, after the date of record for
effecting such combination, the Exercise Price in effect
immediately prior to such combination will be proportionally
increased on a weighted average number of shares outstanding
basis.
(b) Exceptions To Adjustment Of Exercise Price.
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Notwithstanding the foregoing, no adjustment to the Exercise
Price shall be made upon the issuance of any Excluded Securities.
For purposes hereof, "Excluded Securities" means (I) securities
issued upon exercise of the Warrants; (II) shares of Common Stock
issuable or issued to (x) employees or directors from time to
time upon the exercise of options, in such case granted or to be
granted in the discretion of the Board of Directors pursuant to
one or more stock option plans or restricted stock plans in
effect as of the Issue Date or adopted after the Issue Date by
members of the Board of Directors with substantially the same
terms as such plans in effect as of the Issue Date, and (y)
warrants to purchase Common Stock that are outstanding on the
date hereof or issued hereafter, provided such issuances are
approved by the Board of Directors; (III) shares of Common Stock
issued in connection with the acquisition by the Company of any
corporation or other entity occurring after the Effective Date;
(IV) shares issued to Persons with whom the Corporation is
entering into a joint venture, strategic alliance or other
commercial relationship in connection with the operation of the
Company's business and not in connection with a transaction the
primary purpose of which is to raise equity capital.
(c) Notice Of Adjustments. Upon the occurrence of one or
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more adjustments or readjustments of the Exercise Price resulting
in a change in the Exercise Price by more than one percent (1%)
in the aggregate, or any change in the number or type of stock,
securities and/or other property issuable upon exercise of this
Warrant, the Company, at its expense, shall promptly compute such
adjustment or readjustment or change and prepare and furnish to
the Holder a certificate setting forth such adjustment or
readjustment or change and showing in detail the facts upon which
such adjustment or readjustment or change is based. The Company
shall, upon the written request at any time of the Holder,
furnish to the Holder a like certificate setting forth (i) such
adjustment or readjustment or change, (ii) the Exercise Price at
the time in effect and (iii) the number of shares of Common Stock
and the amount, if any, of other securities or property which at
the time would be received upon exercise of this Warrant.
(d) Major Transactions. In the event of a merger,
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consolidation, business combination, tender offer, exchange of
shares, recapitalization, reorganization, redemption or other
similar event, as a result of which shares of Common Stock of the
Company shall be changed into the same or a different number of
shares of the same or another class or classes of stock or
securities or other assets of the Company or another entity or
the Company shall sell all or substantially all of its assets
(each of the foregoing being a "Major Transaction"), the Company
will give the Holder at least thirty (30) days written notice
prior to the closing of such Major Transaction (which period
shall be increased to sixty-one (61) days if, at such time,
without giving effect to the limitation on exercise contained in
paragraph 4 hereof, the Holder would beneficially own more than
4.99% of the Common Stock then outstanding); provided, however,
that the Company shall publicly disclose the terms of any such
Major Transaction on or before the date on which it delivers
notice of a Major Transaction to the Holder. Upon the occurrence
of a Major Transaction, (i) the Holder shall be permitted to
exercise this Warrant in whole or in part at any time prior to
Exh. 4.1 - Pg. 4
the record date for the receipt of such consideration and shall
be entitled to receive, for each share of Common Stock issued to
Holder for such exercise, the same per share consideration paid
to the other holders of Common Stock in connection with such
Major Transaction, and (ii) if and to the extent that the Holder
retains any portion of this Warrant following such record date,
the Company will cause the surviving or, in the event of a sale
of assets, purchasing entity, as a condition precedent to such
Major Transaction, to assume the obligations of the Company under
this Warrant, with such adjustments to the Exercise Price and the
securities covered hereby as are deemed appropriate by the
Company's Board of Directors in order to preserve the economic
benefits of this Warrant to the Holder.
(e) Adjustments; Additional Shares, Securities or Assets.
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In the event that at any time, as a result of an adjustment made
pursuant to this paragraph 7, the Holder of this Warrant shall,
upon exercise of this Warrant, become entitled to receive
securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock
shall be deemed to refer to and include such shares and/or other
securities or assets; and thereafter the number of such shares
and/or other securities or assets shall be subject to adjustment
from time to time in a manner and upon terms as nearly equivalent
as practicable to the provisions of this paragraph 7. Any
adjustment made herein that results in a decrease in the Exercise
Price shall also effect a proportional increase in the number of
shares of Common Stock into which this Warrant is exercisable.
8. Fractional Interests.
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No fractional shares or scrip representing fractional shares
shall be issuable upon the exercise of this Warrant. If, on
exercise of this Warrant, the Holder hereof would be entitled to
a fractional share of Common Stock or a right to acquire a
fractional share of Common Stock, the Company shall, in lieu of
issuing any such fractional share, pay to the Holder an amount in
cash equal to the product resulting from multiplying such
fraction by the Market Price as of the Exercise Date.
9. Transfer of this Warrant.
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The Holder may sell, transfer, assign, pledge or otherwise
dispose of this Warrant, in whole or in part, as long as such
sale or other disposition is made pursuant to an effective
registration statement or an exemption from the registration
requirements of the Securities Act, and applicable state
securities laws. Upon such transfer or other disposition, the
Holder shall deliver this Warrant to the Company together with a
written notice to the Company, substantially in the form of the
Transfer Notice attached hereto as Exhibit B (the "Transfer
Notice"), indicating the person or persons to whom this Warrant
shall be transferred and, if less than all of this Warrant is
transferred, the number of Warrant Shares to be covered by the
part of this Warrant to be transferred to each such person.
Within five (5) Business Days of receiving a Transfer Notice and
the original of this Warrant, the Company shall deliver to the
each transferee designated by the Holder a Warrant or Warrants of
like tenor and terms for the appropriate number of Warrant Shares
and, if less than all this Warrant is transferred, shall deliver
to the Holder a Warrant for the remaining number of Warrant
Shares.
10. Benefits of this Warrant.
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This Warrant shall be for the sole and exclusive benefit of
the Holder of this Warrant and nothing in this Warrant shall be
construed to confer upon any person other than the Holder of this
Warrant any legal or equitable right, remedy or claim hereunder.
Exh. 4.1 - Pg. 5
11. Loss, theft, destruction or mutilation of Warrant.
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Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of indemnity reasonably satisfactory
to the Company, and upon surrender of this Warrant, if mutilated,
the Company shall execute and deliver a new Warrant of like tenor
and date.
12. Notice or Demands.
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Any notice, demand or request required or permitted to be
given by the Company or the Holder pursuant to the terms of this
Warrant shall be in writing and shall be deemed delivered (i)
when delivered personally or by verifiable facsimile
transmission, unless such delivery is made on a day that is not a
Business Day, in which case such delivery will be deemed to be
made on the next succeeding Business Day, (ii) on the next
Business Day after timely delivery to an overnight courier and
(iii) on the Business Day actually received if deposited in the
U.S. mail (certified or registered mail, return receipt
requested, postage prepaid), addressed as follows:
If to the Company:
RENEWABLE ASSETS, INC.
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Chief Financial Officer
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇. 4, No. 572
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (561) -338-0409
with a copy to:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq.
Law Offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, P.A.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
and if to the Holder, to such address as shall be designated by
the Holder in writing to the Company.
13. Taxes.
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(a) The issue of stock certificates on exercises of
this Warrant shall be made without charge to the exercising
Holder for any tax in respect of the issue thereof. The Company
shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and
delivery of stock in any name other than that of the Holder of
any Warrant exercised, and the Company shall not be required to
issue or deliver any such stock certificate unless and until the
person or persons requesting the issue thereof shall have paid to
the Company the amount of such tax or shall have established to
the reasonable satisfaction of the Company that such tax has been
paid.
(b) Notwithstanding any other provision of this Warrant,
for income tax purposes, any assignee or transferee shall agree
that the Company and the Transfer Agent shall be permitted to
withhold from any amounts payable to such assignee or transferee
any taxes required by law to be withheld from such amounts.
Unless exempt from the obligation to do so, each assignee or
Exh. 4.1 - Pg. 6
transferee shall, upon request, execute and deliver to the
Company or the Transfer Agent, as applicable, a properly
completed Form W-8 or W-9, indicating that such assignee or
transferee is not subject to back-up withholding for United
States Federal income tax purposes.
14. Applicable Law.
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This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed
entirely within the State of Florida.
15. Amendments.
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No amendment, modification or other change to, or waiver of
any provision of, this Warrant may be made unless such amendment,
modification or change is (A) set forth in writing and is signed
by the Company and the Holder and (B) agreed to in writing by the
holders of at least sixty-six percent (66%) of the number of
shares into which the Warrants are exercisable (without regard to
any limitation contained therein on such exercise), it being
understood that upon the satisfaction of the conditions described
in (A) and (B) above, each Warrant (including any Warrant held by
the Holder who did not execute the agreement specified in (B)
above) shall be deemed to incorporate any amendment,
modification, change or waiver effected thereby as of the
effective date thereof.
[Signature Page to Follow]
Exh. 4.1 - Pg. 7
IN WITNESS WHEREOF, the Company has duly executed and
delivered this Warrant as of the Issue Date.
RENEWABLE ASSETS, INC.
By:_______________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
and Chief Financial Officer
Exh. 4.1 - Pg. 8
EXHIBIT A to WARRANT
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EXERCISE NOTICE
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The undersigned Holder hereby irrevocably exercises the
right to purchase of the shares of Common Stock
("Warrant Shares") of RENEWABLE ASSETS, INC. evidenced by the
attached Warrant (the "Warrant"). Capitalized terms used herein
and not otherwise defined shall have the respective meanings set
forth in the Warrant.
- Form of Exercise Price. The Holder intends that
payment of the Exercise Price shall be made as a Cash Exercise
with respect to _________________ Warrant Shares; and/or
- Payment of Exercise Price. The Holder has elected to
exercise Warrants with respect to some or all of the Warrant
Shares to be issued pursuant hereto, and accordingly shall pay
the sum of $________________ to the Company in accordance with
the terms of the Warrant.
Date: ______________________
____________________________
Name of Registered Holder
By:_________________________
Name:_______________________
Title:______________________
Exh. 4.1 - Pg. 9
EXHIBIT B to WARRANT
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TRANSFER NOTICE
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FOR VALUE RECEIVED, the undersigned Holder of the attached
Warrant hereby sells, assigns and transfers unto the person or
persons named below the right to purchase shares of
the Common Stock of RENEWABLE ASSETS, INC. evidenced by the
attached Warrant.
Date: ______________________
____________________________
Name of Registered Holder
By:_________________________
Name:_______________________
Title:______________________
Transferee Name and Address:
Exh. 4.1 - Pg. 10