THIS WARRANT
AND THE SHARES OF COMMON STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A
PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH
RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B)
THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY
TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN
COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR "BLUE SKY"
LAWS.
PURSUANT TO
THAT CERTAIN LOCK-UP AGREEMENT, DATED AS OF THE DATE HEREWITH,
HOLDER HAS AGREED WITH THE COMPANY THAT IT WILL NOT DISPOSE OF OR
TRANSFER THIS WARRANT OR ANY OF THE SHARES OF COMMON STOCK ISSUED
UPON ANY EXERCISE HEREOF FOR A PERIOD OF ONE YEAR FOLLOWING THE
DATE OF THE CLOSING (AS SUCH TERM IS DEFINED IN THE ASSET PURCHASE
AGREEMENT, BY AND AMONG THE COMPANY, GRUPO GRANDIOSO, LLC AND
JEFFREY SCHWARTZ, DATED AS OF DECEMBER 2, 2008).
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No.
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For the Purchase
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of 1,800,000 shares
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of Common Stock
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WARRANT TO PURCHASE
COMMON STOCK
OF
ASIANADA, INC.
(A DELAWARE CORPORATION)
ASIANADA, INC.,
a Delaware corporation (the “Company”), for value
received, hereby certifies that Grupo Grandioso, LLC (the
“Holder”), is entitled, subject to the terms set forth
below, to purchase from the Company, at any time or from time to
time at or before the earlier of 5:00 p.m. New York City time on
December 2, 2013 (the “Expiration Date”) and the
termination of this Warrant as provided in Section 7 hereof,
1,800,000 shares of Common Stock, par value $0.001 per share, of
the Company (the “Common Stock”), at a purchase price
equal to $1.25 per share (the “Base Price”), as
adjusted upon the occurrence of certain events as set forth in
Section 3 of this Warrant. The shares of stock issuable upon
exercise of this Warrant, and the purchase price per share, are
hereinafter referred to as the “Warrant Stock” and the
“Purchase Price,” respectively.
1.1 Manner of Exercise; Payment in Cash
. This Warrant may be exercised by
the Holder, in whole or in part, by surrendering this Warrant, with
the purchase form appended hereto as Exhibit A duly executed
by the Holder, at the principal office of the Company, or at such
other place as the Company may designate, accompanied by payment in
full of the Purchase Price payable in respect of the number of
shares of Warrant Stock purchased upon such exercise. Payment of
the Purchase Price shall be in cash or by certified or official
bank check payable to the order of the Company.
1.2 Effectiveness . Each exercise of this Warrant shall be deemed
to have been effected immediately prior to the close of business on
the day on which this Warrant shall have been surrendered to the
Company as provided in Section 1.1 above. At such time, the person
or persons in whose name or names any certificates for Warrant
Stock shall be issuable upon such exercise as provided in Section
1.3 below shall be deemed to have become the holder or holders of
record of the Warrant Stock represented by such
certificates.
1.3. Delivery of Certificates . As soon as practicable after the exercise of
this Warrant in full or in part, and in any event within ten (10)
business days thereafter, the Company at its sole expense will
cause to be issued in the name of, and delivered to, the Holder,
or, subject to the terms and conditions hereof, as such Holder
(upon payment by such Holder of any applicable transfer taxes) may
direct:
(a) A certificate or certificates for the number of
full shares of Warrant Stock to which such Holder shall be entitled
upon such exercise plus, in lieu of any fractional share to which
such Holder would otherwise be entitled, cash in an amount
determined pursuant to Section 1.5 hereof, and
(b) In case such exercise is in part only, a new
warrant or warrants (dated the date hereof) of like tenor, calling
in the aggregate on the face or faces thereof for the number of
shares of Warrant Stock (without giving effect to any adjustment
therein) equal to the number of such shares called for on the face
of this Warrant minus the number of such shares purchased by the
Holder upon such exercise as provided in Section 1.1
above.
1.4
Right to Convert Warrant into
Stock: Net Issuance .
(a) Right to Convert . Subject to Section 7, in addition to and
without limiting the rights of the Holder under the terms of this
Warrant, the Holder shall have the right to convert this Warrant or
any portion thereof (the “Conversion Right”) into
shares of Warrant Stock as provided in this Section 1.4 at any time
or from time to time during the term of this Warrant. Upon exercise
of the Conversion Right with respect to a particular number of
shares subject to this Warrant (the “Converted Warrant
Shares”), the Company shall deliver to the Holder (without
payment by the Holder of any Purchase Price or any cash or other
consideration) that number of shares of fully paid and
nonassessable Warrant Stock equal to the quotient obtained by
dividing (X) the value of this Warrant (or the specified portion
hereof) on the Conversion Date (as defined in subsection (b)
hereof), which value shall be determined by subtracting (A) the
aggregate Purchase Price of the Converted Warrant Shares
immediately prior to the exercise of the Conversion Right from (B)
the aggregate fair market value of the Converted Warrant Shares
issuable upon exercise of this Warrant (or the specified portion
hereof) on the Conversion Date (as herein defined) by (Y) the fair
market value of one share of Warrant Stock on the Conversion Date
(as herein defined).
Expressed as a
formula, such conversion shall be computed as follows:
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X =
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the number
of shares of Warrant Stock that may be issued to Holder
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the fair market
value (FMV) of one share of Warrant Stock
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the aggregate
Warrant Price (i.e., Converted Warrant Shares x Purchase
Price)
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B = the aggregate FMV (i.e., FMV x Converted
Warrant Shares)
No fractional
shares shall be issuable upon exercise of the Conversion Right,
and, if the number of shares to be issued determined in accordance
with the foregoing formula is other than a whole number, the
Company shall pay to the Holder an amount in cash equal to the fair
market value of the resulting fractional share of the Conversation
Date (as herein defined).
(b) Method of Exercise . The Conversion Right may be exercised by the
Holder by the surrender of this Warrant at the principal office of
the Company together with the Subscription Form in the form
attached hereto duly completed and executed and indicating the
number of shares subject to this Warrant which are being
surrendered (referred to in Section 1.4(a) hereof as the Converted
Warrant Shares) in exercise of the Conversion Right. Such
conversion shall be effective upon receipt by the Company of this
Warrant together with the aforesaid written statement, or on such
later date as is specified therein (the “Conversion
Date”), and, at the election of the Holder hereof, may be
made contingent upon the occurrence of any of the events specified
in Section 8. Certificates for the shares issuable upon exercise of
the Conversion Right and, if applicable, a new Warrant evidencing
the balance of the shares remaining subject to this Warrant, shall
be issued as of the Conversion Date and shall be delivered to the
Holder within thirty (30) days following the Conversion
Date.
(c) Determination of Fair Market Value
. For purposes of this Section 1.4,
“fair market value” of a share of Warrant Stock as of a
particular date (the “Determination Date”) shall be
determined as follows:
(1) If the Company's Common Stock is traded on an
exchange or is quoted on the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") Stock Market, then the
closing price on the day before the Determination Date;
or
(2) If the Company's Common Stock is not traded on
an exchange or on the NASDAQ Stock Market but is traded in the
over-the-counter market, then the closing price on the day before
the Determination Date; or
(3) In the event that the Determination Date is
the date of a liquidation, dissolution or winding up, or any event
deemed to be a liquidation, dissolution or winding up with respect
to the Warrant Stock under the Company’s Certificate of
Incorporation, then the fair market value per share of the Warrant
Stock shall be determined by aggregating all amounts to be payable
per share to holders of the Warrant Stock in the event of such
liquidation, dissolution or winding up, plus all other amounts to
be payable per share in respect of the Warrant Stock in
liquidation, assuming for the purposes of this subsection that all
of the shares of Warrant Stock issuable upon exercise of the
Warrant are outstanding at the Determination Date; or
(4) In all other cases, the fair market value
per share of the Warrant Stock shall be determined in good faith by
the Company’s Board of Directors upon review of relevant
factors.
1.5. Fractional Shares . The Company shall not be required upon the
exercise of this Warrant to issue any fractional shares, but shall
make an adjustment therefor in cash on the basis of the fair market
value of the Warrant Stock reasonably determined by The Board of
Directors of the Company (and, in the case of a conversion of this
Warrant, in accordance with Section 1.4(c)).
2. Certain Adjustments . The Purchase Price and the number of shares
of Warrant Stock deliverable upon exercise of the Warrant shall be
subject to adjustment from time to time as follows:
2.1 Subdivision, Consolidation, Reclassification or
Change in Common Stock .
In the event of any subdivision, consolidation, reclassification or
change of the Common Stock into a greater or lesser number or
different class or classes of stock, the number of shares of
Warrant Stock deliverable upon exercise of this Warrant shall be
determined in accordance with the terms of the Certificate of
Incorporation, and the Purchase Price for such Warrant Stock shall
be proportionately reduced.
2.2 Subdivision, Consolidation, Reclassification or
Change in Warrant Stock. In the event of any consolidation,
reclassification or change of the Warrant Stock into a lesser
number or different class or classes of stock, the number of shares
of Warrant Stock deliverable upon exercise of this Warrant shall be
proportionally decreased and the Purchase Price for such Warrant
Stock shall be proportionately increased. In the event of any
subdivision, reclassification or change of the Warrant Stock into a
greater number or different class or classes of stock, the number
of shares of Warrant Stock deliverable upon exercise of this
Warrant shall be proportionally increased and the Purchase Price
for such Warrant Stock shall be proportionately reduced.
2.3 Dividends or Other Distributions
. In the