THIS WARRANT AND THE COMMON SHARES ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
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 UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY
SATISFACTORY TO TISSERA INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to Purchase __________ shares of Common Stock of
Tissera Inc. (subject to adjustment as provided herein)
CLASS E COMMON STOCK PURCHASE WARRANT
No. 2006-E-0__
Issue Date: December 28, 2006
TISSERA
INC., a corporation organized under the laws of the State of
Washington (the "Company"), hereby certifies that, for value
received,
______________, or its assigns (the "Holder"), is entitled, subject
to the terms
set forth below, to purchase from the Company at any time
commencing six months
after the Issue Date until 5:00 p.m., E.S.T on the fifth
anniversary of the
Issue Date (the "Expiration Date"), up to ________ fully paid and
nonassessable
shares of Common Stock at a per share purchase price of $0.165.
The
aforedescribed purchase price per share, as adjusted from time to
time as herein
provided, is referred to herein as the "Purchase Price." The number
and
character of such shares of Common Stock and the Purchase Price are
subject to
adjustment as provided herein. The Company may reduce the Purchase
Price without
the consent of the Holder. Capitalized terms used and not otherwise
defined
herein shall have the meanings set forth in that certain
Subscription Agreement
(the "Subscription Agreement"), dated December 28, 2006, entered
into by the
Company and Holders of the Warrants.
As used
herein the following terms, unless the context otherwise
requires,
have the following respective meanings:
(a) The
term "Company" shall include Tissera Inc. and any corporation
which shall succeed or assume the obligations of Tissera Inc.
hereunder.
(b) The
term "Common Stock" includes (a) the Company's Common Stock,
$.0001 par value per share, as authorized on the date of the
Subscription
Agreement, and (b) any other securities into which or for which any
of the
securities described in (a) may be converted or exchanged pursuant
to a plan of
recapitalization, reorganization, merger, sale of assets or
otherwise.
(c) The
term "Other Securities" refers to any stock (other than Common
Stock) and other securities of the Company or any other person
(corporate or
otherwise) which the holder of the Warrant at any time shall be
entitled to
receive, or shall have received, on the exercise of the Warrant, in
lieu of or
in addition to Common Stock, or which at any time shall be issuable
or shall
have been issued in exchange for or in replacement of Common Stock
or Other
Securities pursuant to Section 5 or otherwise.
(d) The
term "Warrant Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.
<PAGE>
1.
Exercise of Warrant.
1.1. Number of Shares Issuable upon Exercise. From and after
the
Issue Date through and including the Expiration Date, the Holder
hereof shall be
entitled to receive, upon exercise of this Warrant in whole in
accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in
part in
accordance with subsection 1.3, shares of Common Stock of the
Company, subject
to adjustment pursuant to Section 4.
1.2. Full Exercise. This Warrant may be exercised in full by
the
Holder hereof by delivery of an original or facsimile copy of the
form of
subscription attached as Exhibit A hereto (the "Subscription Form")
duly
executed by such Holder and surrender of the original Warrant
within four (4)
days of exercise, to the Company at its principal office or at the
office of its
Warrant Agent (as provided hereinafter), accompanied by payment, in
cash, wire
transfer or by certified or official bank check payable to the
order of the
Company, in the amount obtained by multiplying the number of shares
of Common
Stock for which this Warrant is then exercisable by the Purchase
Price then in
effect.
1.3. Partial Exercise. This Warrant may be exercised in part
(but
not for a fractional share) by surrender of this Warrant in the
manner and at
the place provided in subsection 1.2 except that the amount payable
by the
Holder on such partial exercise shall be the amount obtained by
multiplying (a)
the number of whole shares of Common Stock designated by the Holder
in the
Subscription Form by (b) the Purchase Price then in effect. On any
such partial
exercise, the Company, at its expense, will forthwith issue and
deliver to or
upon the order of the Holder hereof a new Warrant 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, the whole number of shares
of Common
Stock for which such Warrant may still be exercised.
1.4. Fair Market Value. Fair Market Value of a share of Common
Stock
as of a particular date (the "Determination Date") shall mean:
(a) 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"), National Market System, the NASDAQ SmallCap
Market or the
American Stock Exchange, LLC, then the closing or last sale price,
respectively,
reported for the last business day immediately preceding the
Determination Date;
(b) If the Company's Common Stock is not traded on an exchange
or on the NASDAQ National Market System, the NASDAQ SmallCap Market
or the
American Stock Exchange, Inc., but is traded in the
over-the-counter market,
then the average of the closing bid and ask prices reported for the
last
business day immediately preceding the Determination Date;
(c) Except as provided in clause (d) below, if the Company's
Common Stock is not publicly traded, then as the Holder and the
Company agree,
or in the absence of such an agreement, by arbitration in
accordance with the
rules then standing of the American Arbitration Association, before
a single
arbitrator to be chosen from a panel of persons qualified by
education and
training to pass on the matter to be decided; or
(d) If 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 pursuant to the Company's charter, then all amounts
to be payable
per share to holders of the Common Stock pursuant to the charter in
the event of
such liquidation, dissolution or winding up, plus all other amounts
to be
payable per share in respect of the Common Stock in liquidation
under the
charter, assuming for the purposes of this clause (d) that all of
the shares of
Common Stock then issuable upon exercise of all of the Warrants are
outstanding
at the Determination Date.
<PAGE>
1.5. Company Acknowledgment. The Company will, at the time of
the
exercise of the Warrant, upon the request of the Holder hereof
acknowledge in
writing its continuing obligation to afford to such Holder any
rights to which
such Holder shall continue to be entitled after such exercise in
accordance with
the provisions of this Warrant. If the Holder shall fail to make
any such
request, such failure shall not affect the continuing obligation of
the Company
to afford to such Holder any such rights.
1.6. Trustee for Warrant Holders. In the event that a bank or
trust
company shall have been appointed as trustee for the Holder of the
Warrants
pursuant to Subsection 3.2, such bank or trust company shall have
all the powers
and duties of a warrant agent (as hereinafter described) and shall
accept, in
its own name for the account of the Company or such successor
person as may be
entitled thereto, all amounts otherwise payable to the Company or
such
successor, as the case may be, on exercise of this Warrant pursuant
to this
Section 1.
1.7 Delivery of Stock Certificates, etc. on Exercise. The
Company
agrees that the shares of Common Stock purchased upon exercise of
this Warrant
shall be deemed to be issued to the Holder hereof as the record
owner of such
shares as of the close of business on the date on which this
Warrant shall have
been surrendered and payment made for such shares as aforesaid. As
soon as
practicable after the exercise of this Warrant in full or in part,
and in any
event within four (4) 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 in
compliance with applicable securities laws, a certificate or
certificates for
the number of duly and validly issued, fully paid and nonassessable
shares of
Common Stock (or Other Securities) to which such Holder shall be
entitled on
such exercise, plus, in lieu of any fractional share to which such
Holder would
otherwise be entitled, cash equal to such fraction multiplied by
the then Fair
Market Value of one full share of Common Stock, together with any
other stock or
other securities and property (including cash, where applicable) to
which such
Holder is entitled upon such exercise pursuant to Section 1 or
otherwise.
2.
Cashless Exercise.
(a) Payment upon exercise may be made at the option of the
Holder
either in (i) cash, wire transfer or by certified or official bank
check payable
to the order of the Company equal to the applicable aggregate
Purchase Price,
(ii) by delivery of Common Stock issuable upon exercise of the
Warrants in
accordance with Section (b) below or (iii) by a combination of any
of the
foregoing methods, for the number of Common Stock specified in such
form (as
such exercise number shall be adjusted to reflect any adjustment in
the total
number of shares of Common Stock issuable to the holder per the
terms of this
Warrant) and the holder shall thereupon be entitled to receive the
number of
duly authorized, validly issued, fully-paid and non-assessable
shares of Common
Stock (or Other Securities) determined as provided herein.
(b) If the Fair Market Value of one share of Common Stock is
greater
than the Purchase Price (at the date of calculation as set forth
below), in lieu
of exercising this Warrant for cash, the holder may elect to
receive shares
equal to the value (as determined below) of this Warrant (or the
portion thereof
being cancelled) by surrender of this Warrant at the principal
office of the
Company together with the properly endorsed Subscription Form in
which event the
Company shall issue to the holder a number of shares of Common
Stock computed
using the following formula:
X= Y (A-B)
-------
A
Where X= the number of shares of Common Stock to be issued to
the
holder
<PAGE>
Y= the number of shares of Common Stock purchasable under the
Warrant or, if only a portion of the Warrant is being
exercised, the portion of the Warrant being exercised (at
the date of such calculation)
A= the Fair Market Value of one share of the Company's Common
Stock (at the date of such calculation)
B= Purchase Price (as adjusted to the date of such
calculation)
For
purposes of Rule 144 promulgated under the 1933 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 pursuant to the
Subscription
Agreement.
3.
Adjustment for Reorganization, Consolidation, Merger, etc.
3.1. Reorganization, Consolidation, Merger, etc. In case at any
time
or from time to time, the Company shall (a) effect a
reorganization, (b)
consolidate with or merge into any other person or (c) transfer all
or
substantially all of its properties or assets to any other person
under any plan
or arrangement contemplating the dissolution of the Company, then,
in each such
case, as a condition to the consummation of such a transaction,
proper and
adequate provision shall be made by the Company wh
