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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS. THIS WARRANT AND THE COMMON STOCK 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 UNDER SAID ACT AND ANY
APPLICABLE
STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO PERFISANS HOLDINGS, INC. THAT SUCH
REGISTRATION IS NOT REQUIRED.
Right to Purchase up to 750,000 Shares of Common Stock of
PERFISANS HOLDINGS, INC.
------------------------
(subject to adjustment as provided herein)
COMMON STOCK PURCHASE WARRANT
No. 1 Issue Date: March 15, 2007
PERFISANS HOLDINGS. INC., a corporation organized under the laws
of the
State of Maryland ("PHI" or the "Company"), hereby certifies
that, for value
received, Alfred Morgan Capital or assigns (the "Holder"), is
entitled, subject
to the terms set forth below, to purchase from the Company (as
defined herein)
from and after the Issue Date of this Warrant and at any time or
from time to
time before 5:00 p.m., New York time, through the close of
business March 14,
2009 (the "Expiration Date"), up to 750,000 fully paid and
nonassessable shares
of Common Stock (as hereinafter defined), $0.001 par value per
share, at the
applicable Exercise Price per share (as defined below). The
number and character
of such shares of Common Stock and the applicable Exercise Price
per share are
subject to adjustment as provided herein.
As used herein the following terms, unless the context
otherwise
requires, have the following respective meanings:
(a) The term "Company" shall include PHI and any corporation
which shall succeed, or assume the obligations of, PHI
hereunder.
(b) The term "Common Stock" includes (i) the Company's
Common
Stock, par value $0.001 per share; and (ii) 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 4 or otherwise.
<PAGE>
(d) The "Exercise Price" applicable under this Warrant shall
be a price of $.06 for each Warrant, which will represent the
right to
purchase one share of Common Stock. This per share exercise
price of
the Warrants is equal to 150% of the 5-day average closing price
($.04)
for the five days preceding, but not including, the Closing
Date. The
number of shares issuable upon exercise of the Warrants and
the
exercise price per share will be subject to full-ratchet
anti-dilution
adjustment in the event that the Company issues, after the
closing
date, Common Stock or Common Stock equivalents at a price per
share
less than the then current conversion price, and to other normal
and
customary anti-dilution adjustments upon certain events
(including
securities issuances at less than current market value). The
Warrants
will be exercisable for cash only.
1. EXERCISE OF WARRANT.
1.1 NUMBER OF SHARES ISSUABLE UPON EXERCISE. From and after the
date
hereof through and including the Expiration Date, the Holder
shall be entitled
to receive, upon exercise of this Warrant in whole or in part,
by delivery of an
original or fax copy of an exercise notice in the form attached
hereto as
Exhibit A (the "Exercise Notice"), shares of Common Stock of the
Company,
subject to adjustment pursuant to Section 4.
1.2 FAIR MARKET VALUE. For purposes hereof, the "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 any national
exchange or is quoted on the National or SmallCap Market of The
Nasdaq
Stock Market, Inc.("Nasdaq"), 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 any
national exchange or on the Nasdaq but is traded on the NASD
OTC
Bulletin Board, then the mean of the average of the closing bid
and
asked 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 agreement by arbitration in
accordance with
the rules then in effect 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.
(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 the Warrant are outstanding at the
Determination Date.
2
<PAGE>
1.3 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.
1.4 TRUSTEE FOR WARRANT HOLDERS. In the event that a bank or
trust
company shall have been appointed as trustee for the holders of
the Warrant
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.
2. PROCEDURE FOR EXERCISE.
2.1 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 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 in accordance
herewith. As soon as
practicable after the exercise of this Warrant in full or in
part, and in any
event within three (3) 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, 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, 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.
2.2 EXERCISE. Payment may be made in cash or by certified or
official
bank check payable to the order of the Company equal to the
applicable aggregate
Exercise Price.
3. EFFECT OF REORGANIZATION, ETC.; ADJUSTMENT OF EXERCISE
PRICE.
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 whereby the
Holder of this
Warrant, on the exercise hereof as provided in Section 1 at any
time after the
consummation of such reorganization, consolidation or merger or
the effective
date of such dissolution, as the case may be, shall receive, in
lieu of the
Common Stock (or Other Securities) issuable on such exercise
prior to such
consummation or such effective date, the stock and other
securities and property
(including
3
<PAGE>
cash) to which such Holder would have been entitled upon
such
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