THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"). NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY OR WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL FOR THE HOLDER.
REASONABLY SATISFACTORY TO COUNSEL TO THE COMPANY, THAT SUCH
REGISTRATION IS NOT REQUIRED UNDER THE ACTOR RECEIPT OF A NO-ACTION
LETTER FROM THE SECURITIES AND EXCHANGE COMMISSION.
April 30, 2008
WORLD WEB PUBLISHING.COM CORP.
a Nevada
corporation
COMMON STOCK PURCHASE
WARRANT
THIS CERTIFIES THAT, for
value received, H.C. Wainwright & Co., Inc., hereinafter, "HCW"
and together with its successors and permitted assigns, (the
"HOLDER"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, to purchase from World Web
Publishing.com Corp., a Nevada corporation (the "COMPANY"), that
number of fully paid and non-assessable shares of the Company's
Common Stock at the purchase price per share as set forth in
Section 1 below.
This Warrant is issued in
consideration for and in accordance with and subject to all terms
and conditions of the Series A Share Purchase Agreement dated as of
April 5, 2008 (the "PURCHASE AGREEMENT") by and among the Company
and HCW thereto.
TERMS AND
CONDITIONS OF WARRANT
1. NUMBER OF
SHARES; EXERCISE PRICE; TERM.
a. The Holder shall be
entitled to subscribe for and purchase 100,000 shares (the
"SHARES") of the fully paid and non-assessable Common Stock, par
value $.001 per share ("COMMON STOCK"), of the Company at an
exercise price of $0.50 per share (the "EXERCISE PRICE"). The
number of Shares issuable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment as hereinafter set
forth.
b. The Holder may exercise
this Warrant at any time from the earlier of (i) April 30, 2008 and
(ii) the effectiveness of the registration statement relating to
the Company's initial public offering registered on Form S-1 (or
substitute or successor form) and at any time thereafter from time
to time until the close of business on April 30, 2009 (the
"EXPIRATION DATE"). This Warrant shall expire and cease to be
exercisable after the Expiration Date.
2. EXERCISE OF
WARRANT.
a. This Warrant may be
exercised by the Holder as to the whole or any lesser number of the
Shares covered hereby, upon surrender of this Warrant to the
Company at its principal executive office together with the Notice
of Exercise annexed hereto as EXHIBITS A , duly completed and
executed by the Holder, and payment to the Company of the aggregate
Exercise Price for the Shares to be purchased in the form of a
check made payable to the Company. Certificates for the Shares so
purchased shall be delivered to the Holder promptly after exercise
of the stock purchase rights represented by this Warrant. The
exercise of this Warrant shall be deemed to have been effected on
the day on which the Holder surrenders this Warrant to the Company
and satisfies all of the requirements of this Section 2. Upon such
exercise, the Holder will be deemed a shareholder of record of
those Shares for which the Warrant has been exercised with all
rights of a shareholder (including, without limitation, all voting
rights with respect to such Shares and all rights to receive any
dividends with respect to such Shares). If this Warrant is to be
exercised in respect of less than all of the Shares covered hereby,
the Holder shall be entitled to receive a new warrant covering the
number of Shares in respect of which this Warrant shall not have
been exercised and for which it remains subject to exercise. Such
new warrant shall be in all other respects identical to this
Warrant.
b. The issuance of any shares
or other securities upon the exercise of this Warrant, and the
delivery of certificates or other instruments representing such
shares or other securities, shall be made without charge to the
Holder for any tax or other charge in respect of such issuance. 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 any certificate in a name other than that of the Holder
and the Company shall not be required to issue or deliver any such
certificate unless and until the person or persons requesting the
issue thereof shall have paid
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to the Company the amount of
such tax or shall have established to the satisfaction of the
Company that such tax has been paid.
3. COVENANTS OF THE COMPANY.
The Company covenants and agrees that all equity securities which
may be issued upon the exercise of the rights represented by this
Warrant, upon issuance and payment therefor in accordance herewith,
will be duly authorized, validly issued, fully paid, and
non-assessable shares of Common Stock of the Company. The Company
further covenants and agrees that, during the period within which
the stock purchase rights represented by this Warrant may be
exercised, the Company will at all times have duly authorized and
duly reserved for issuance upon the exercise of the purchase rights
evidenced by this Warrant a number of shares of its Common Stock
for which this Warrant is exercisable sufficient for such
issuance.
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4.
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TRANSFER, EXCHANGE, OR LOSS OF
WARRANT.
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a.
This Warrant may be exchanged, at the option of the Holder thereof,
for another Warrant, or other Warrants of different denominations,
of like tenor and representing in the aggregate the right to
purchase a like number of Shares (or portions thereof), upon
surrender to the Company or its duly authorized agent. This Warrant
may not be assigned or transferred other than to (i) an Affiliate
or (ii) a successor-in-interest to the business, operations and
assets of the Holder, and except as provided in this Section 4 and
in accordance with and subject to the provisions of the Securities
Act of 1933, as amended, and the Rules and Regulations promulgated
thereunder (collectively, the "Securities Act"). As used herein,
(i) "Affiliate" shall mean any person or Entity that controls, is
controlled by, or is under common control with the Holder; (ii)
"control" shall mean direct or indirect ownership of more than 50%
of the voting interest or income interest in an Entity, or other
relationship as, in fact, constitutes actual control; and (iii)
"Entity" shall mean any general partnership, joint venture, trust,
business trust, cooperative or association, or any foreign trust or
foreign business organization. Any purported transfer or assignment
made other than in accordance with this Section 4 shall be null and
void and of no force or effect.
b. Prior to any transfer of
this Warrant, other than in an offering registered under the
Securities Act, the Holder shall notify the Company of its
intention to effect such transfer, indicating the circumstances of
the proposed transfer and, upon request, furnish the Company with
either an opinion of its counsel, in form and substance reasonably
satisfactory to counsel for the Company, to the effect that the
proposed transfer may be made without registration under the
Securities Act or qualification under any applicable state
securities laws or a "No Action" Letter from the Securities and
Exchange Commission. The Company will promptly notify the Holder if
the opinion of counsel furnished to the Company is reasonably
satisfactory to counsel for the Company. Unless the Company
notifies the Holder within ten (10) days after its receipt of such
opinion that such opinion is not satisfactory to counsel for the
Company, the Holder may proceed to effect the transfer.
c. Unless a registration
statement under the Securities Act is effective with respect to the
Shares or any other security issued upon exercise of this Warrant,
the certificate representing such Shares or other securities shall
bear the following legend, in addition to any legend imposed by
applicable state securities laws:
"THE SHARES REPRESENTED BY
THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. SUCH
SHARES MAY NOT BE SOLD, TRANSFERRED OR PLEDGED IN
THE
ABSENCE OF SUCH
REGISTRATION OR UNLESS THE COMPANY RECEIVES AN
OPINION
OF COUNSEL
(WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY
ACCEPTABLE
TO IT STATING
THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE
REGISTRATION
AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT."
"THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY BE TRANSFERRED ONLY
IN
ACCORDANCE WITH
THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND
THE
SHAREHOLDER, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY."
d. Upon receipt by the
Company of satisfactory evidence of loss, theft, destruction, or
mutilation of this Warrant and of indemnity satisfactory to the
Company, and upon surrender and cancellation of this Warrant, if
mutilated, the Company will execute and deliver a new Warrant of
like tenor and date and any such lost, stolen, destroyed or
mutilated Warrant shall thereupon become void. Any such new Warrant
executed and delivered shall constitute an additional contractual
obligation on the part
