EXHIBIT
4.29
THE SECURITIES
REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY APPLICABLE STATE SECURITIES LAW. THESE
SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT.
ADDITIONALLY, THE TRANSFER OF THESE SECURITIES IS SUBJECT TO
THE CONDITIONS SPECIFIED IN THAT CERTAIN LOAN AGREEMENT ATTACHED
HERETO (INDIVIDUALLY AND COLLECTIVELY REFERRED TO HEREIN AS THE
“NOTE”), EXECUTED BY BAYWOOD INTERNATIONAL, INC., A
NEVADA CORPORATION (THE “COMPANY”), AS MAKER, IN FAVOR
OF THE LENDER (AS THE SAME MAY BE AMENDED AND RESTATED FROM TIME TO
TIME). NO TRANSFER OF THESE SECURITIES WILL BE VALID OR
EFFECTIVE UNTIL THE CONDITIONS OF THE NOTE AND THE TERMS OF THIS
WARRANT HAVE BEEN FULFILLED. COPIES OF THE NOTE MAY BE OBTAINED AT
NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE COMPANY.
BAYWOOD INTERNATIONAL,
INC.
COMMON STOCK PURCHASE
WARRANT
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No. W – 151
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Issuance Date: February 4,
2008
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1.
Warrant
1.1
Grant of
Warrant .
Baywood International, Inc., a Nevada corporation (the
“Company”), hereby certifies that, for good and
valuable consideration, the receipt of which is hereby
acknowledged, the purchaser of this Warrant, O. Lee Tawes, III,
(“Holder”), is entitled, subject to the terms set forth
below and the terms and conditions of the Note attached hereto
executed by the Company in favor of the Holder, to purchase at the
Exercise Price (as defined in Section 1.2), from the Company at any
time or from time to time during the Exercise Period (as defined in
Section 9), Fifty Thousand (50,000) unregistered shares of the
Company’s fully paid and non-assessable common stock, par
value $0.001 per share (the “Common Stock”).
Holder acknowledges that the number of common shares
described in the preceding sentence is the total of all common
shares that the Holder is entitled to acquire under the Note
attached hereto.
1.2
Exercise
Price .
Holder shall pay a per share purchase price of $.80 for each
share of the Company’s Common Stock purchased under this
Warrant (such price per share is referred to herein as the
“Exercise Price”).
1.3
Adjustments for
Issuance of Common Stock and Amount of Outstanding Common
Stock .
If there shall occur any stock split, stock dividend, reverse
stock split, or other subdivision of the Company’s Common
Stock (“Stock Event”), for which the Company receives
no new value, then the number of shares of Common Stock to be
received by the Holder of this Warrant shall be appropriately
adjusted (upward or downward) so that the proportion of (a) the
number of shares issuable hereunder, plus the number of shares of
Warrant Stock (as defined below) held by the Holder of this
Warrant, to (b) the total number of shares of the Company (on a
fully diluted basis) prior to such Stock Event is equal to the
proportion of (x) the number of shares issuable hereunder, plus the
number of shares of Warrant Stock held by the Holder of this
Warrant after such Stock Event to (y) the total number of shares of
the Company (on a fully diluted basis) after such Stock Event.
No adjustment to the Exercise Price shall be made in
connection with any adjustment of the number of shares of Common
Stock receivable upon exercise of this Warrant, except that the
Exercise Price shall be proportionally decreased or increased upon
the occurrence of any stock split, stock dividend, reverse stock
split or other subdivision of the Common Stock so that the
aggregate Exercise Price payable if the Warrant was exercised in
full shall be the same both before and after the Stock Event;
provided, however, that in no event will the Exercise Price be less
than the par value of the Common Stock. The provisions of
this Section 1.3 shall not apply if the Company issues its Common
Stock or other securities for new consideration or if it
repurchases its own shares. For purposes of this Section 1.3,
“Warrant Stock” means shares of Common Stock issued to
the Holder upon the partial exercise of this Warrant.
2.
Exercise of
Warrant .
2.1
Exercise
. This Warrant
may be exercised, prior to its expiration pursuant to Section 2.3,
by the Holder hereof at any time or from time to time during the
Exercise Period (as defined in Section 9), by surrender of this
Warrant, with the form of subscription at the end hereof duly
executed by such holder, to the Company at its principal office,
accompanied by payment, by certified or official bank check payable
to the order of the Company or by wire transfer to its account, in
the amount obtained by multiplying the number of shares of Common
Stock for which this Warrant is then being exercised by the
Exercise Price. In the event the Warrant is not exercised in
full, the Company, at its expense, will forthwith issue and deliver
to, or upon the order of, the Holder hereof a new Warrant or
Warrants of like tenor, in the name of the holder hereof or as such
Holder (upon payment by such Holder of any applicable transfer
taxes) may request, having in the aggregate in Section 1.1 thereof
the number of shares of Common Stock equal (subject to any
adjustment provided for herein) to the number of such shares called
for in Section 1.1 of this Warrant minus the number of such shares
(subject to any adjustment provided for herein) for which this
Warrant shall have been exercised. Upon exercise of this
Warrant in accordance with this Section 2.1, the Holder shall be,
and shall be deemed to be, for all purposes, a holder of record of
the number of shares of Common Stock for which this Warrant has
been exercised, notwithstanding any delay or failure of the Company
to issue stock certificates as provided in Section 3 hereof.
Immediately upon exercise, the Holder shall have the right to
vote on all matters on which holders of Common Stock have a right
to vote, shall be deemed a record holder for the purposes of
voting, dividends or any other distributions, and shall have all
other rights of a stockholder of record under the laws of the State
of Nevada. Upon any exercise of this Warrant, in whole or in
part, the Holder shall pay the aggregate Exercise Price with
respect to the shares of Common Stock for which this Warrant is
then being exercised (collectively, the “Exercise
Shares”) by payment of cash in the form referred to in the
first sentence of this Section 2.1.
2
2.2
Class of Stock
Receivable Upon Exercise . If at the time of exercise
the Company has more than one class of Common Stock outstanding,
the shares of Common Stock receivable upon exercise of this Warrant
shall be the shares of Common Stock designated herein upon such
exercise by the Holder. If at any time the Common Stock to
which this Warrant is applicable is converted into any other class
of stock (“Other Securities”), this Warrant shall
continue in force and effect and shall be applicable with respect
to such Other Securities.
2.3
Termination . This Warrant shall terminate
upon the earlier to occur of (a) the exercise in full, or (b) at
5:00 p.m. (Phoenix Time) on February 4, 2013.
3.
Delivery of Stock
Certificates on Exercise .
3.1
Delivery
. As soon as
practicable after the exercise of this Warrant in full or in part,
and in any event within seven 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 as such Holder (upon payment by
such holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of fully paid and
non-assessable shares of Common Stock (or Other Securities (as
defined in Section 2.2)) to which such Holder shall be entitled on
such exercise, together with any other stock or other securities
and property (including cash, where applicable) to
