Exhibit 4.1
THE SECURITIES REPRESENTED BY THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR UNDER THE PROVISIONS OF ANY
APPLICABLE STATE SECURITIES LAWS, BUT HAVE BEEN ACQUIRED BY THE
REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE
ON STATUTORY EXEMPTIONS UNDER THE ACT, AND UNDER ANY APPLICABLE
STATE SECURITIES LAWS. THESE SECURITIES AND THE SECURITIES
ISSUED UPON EXERCISE HEREOF MAY NOT BE SOLD, PLEDGED, TRANSFERRED
OR ASSIGNED, NOR MAY THIS WARRANT BE EXERCISED, EXCEPT IN A
TRANSACTION WHICH IS EXEMPT UNDER THE PROVISIONS OF THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT.
COMMON STOCK PURCHASE
WARRANT
Date of Issuance: October 14,
2008
Number: SPW- ___
For value received, Voyant International
Corporation, a Nevada corporation (the “ Company
”), hereby grants to The Brown Family Trust, an Alaskan trust
(“ Lender ”), or its permitted transferees and
assigns, the right to purchase from the Company a total of
_________ shares of the Company’s common stock (“
Common Stock ”), at a price per share equal to $0.____
(the “ Initial Exercise Price ”).
This Warrant is being issued in
connection with the Loan Agreement between Voyant International
Corporation and The Brown Family Trust, dated October 14, 2008 (the
“ Loan Agreement ”). Certain capitalized
terms used herein are defined in Section 4 hereof.
This Warrant is subject to the following
provisions:
SECTION 1. Exercise of
Warrant .
(a)
Terms of Warrants; Exercise
Period . Subject to the
terms of this Warrant, the Registered Holder shall have the right,
commencing on the date hereof and expiring on the five-year
anniversary hereof (the “ Expiration Date ”), to
exercise this Warrant, from time to time and in whole or in part,
and receive from the Company the number of Warrant Shares which the
Registered Holder may at the time be entitled to receive on
exercise of this Warrant and payment of the Exercise Price then in
effect for the Warrant Shares. To the extent not exercised
prior to the Expiration Date, this Warrant shall become void and
all rights thereunder and all rights in respect thereof under this
Agreement shall cease as of such time.
(b)
Exercise Procedure
.
(i)
This Warrant shall be deemed to have been
exercised on the date specified in a written notice from the
Registered Holder to the Company (the “ Exercise Time
”) and within three
business days following the Exercise
Time, the Registered Holder shall deliver the following to the
Company:
(A)
a completed Exercise Agreement, as
described in Section 1(c) below;
(B)
this Warrant; and either
(C)
a check payable to the Company in an
amount equal to the product of the Exercise Price (as such term is
defined in Section 2) multiplied by the number of Warrant Shares
being purchased upon such exercise (the “ Aggregate
Exercise Price ”) or
(D)
a notice (a “ Notice of
Exchange ” indicating the Registered Holder’s
intent to exercise this Warrant on a cashless basis in whole or in
part (a “ Warrant Exchange ”), for the number of
Warrant Shares determined in accordance with this paragraph.
In connection with any Warrant Exchange, the Company
shall issue to the Holder such number of fully paid and
nonassessable shares of Common Stock as is computed using the
following formula:
X = Y (A-B)
A
where
X =
the number of shares to be issued to the
Registered Holder pursuant to the Warrant Exchange.
Y =
the number of shares covered by the
Warrant which the Holder has elected to exchange pursuant to this
Section 4(b).
A =
the current market price per share of
Common Stock (as defined below) on the Exercise Date.
B =
the Exercise Price in effect under the
Warrant on the Exercise Date.
(ii)
Certificates for Warrant Shares purchased
upon exercise of this Warrant shall be delivered by the Company to
the Registered Holder within five business days after the date of
the Exercise Time. Unless this Warrant has expired or all of
the purchase rights represented hereby have been exercised, the
Company shall prepare a new Warrant, substantially identical
hereto, representing the rights formerly represented by this
Warrant that have not expired or been exercised and shall, within
such five-day period, deliver such new Warrant to the Person
designated for delivery in the Exercise Agreement.
(iii)
The Warrant Shares issuable upon the
exercise of this Warrant shall be deemed to have been issued to the
Registered Holder at the Exercise Time, and the Registered Holder
shall be deemed for all purposes to have become the record holder
of such Warrant Shares at the Exercise Time.
(iv)
The Company shall not close its books
against the transfer of this Warrant or of any Warrant Shares
issued or issuable upon the exercise of this Warrant in any manner
which interferes with the timely exercise of this Warrant.
(v)
The Company shall make any governmental
filings or obtain any governmental approvals necessary in
connection with the exercise of this Warrant by the Registered
Holder.
(vi)
The Company shall at all times reserve
and keep available out of its authorized but unissued capital
stock, solely for the purpose of issuance upon the exercise of this
Warrant, the maximum number of Warrant Shares issuable upon the
exercise of this Warrant. All Warrant Shares that are so
issuable shall, when issued and upon the payment of the Exercise
Price therefor, be duly and validly issued, fully paid and
nonassessable and free from all taxes, liens and charges. The
Company shall take all such actions as may be necessary to assure
that all such Warrant Shares may be so issued without violation by
the Company of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which
securities of the Company may be listed (except for official notice
of issuance which shall be immediately delivered by the Company
upon each such issuance).
(c)
Exercise Agreement
. Upon any exercise of this
Warrant, the Registered Holder shall deliver an Exercise Agreement
in the form set forth in Exhibit I hereto, except that if
the Warrant Shares are not to be issued in the name of the Person
in whose name this Warrant is registered, the Exercise Agreement
shall also state the name of the Person to whom the certificates
for the Warrant Shares are to be issued, and if the number of
Warrant Shares to be issued does not include all the Warrant Shares
purchasable hereunder, it shall also state the name of the Person
to whom a new Warrant for the unexercised portion of the rights
hereunder is to be issued.
SECTION 2. Adjustment of
Exercise Price and Number of Shares . In order to prevent dilution of the rights
granted under this Warrant, the Initial Exercise Price shall be
subject to adjustment from time to time as provided in this Section
2 (such price or such price as last adjusted pursuant to the terms
hereof, as the case may be, is herein called the “
Exercise Price ”), and the number of Warrant Shares
obtainable upon exercise of this Warrant shall be subject to
adjustment from time to time as provided in this Section
2.
(a)
Reorganization, Reclassification,
Consolidation, Merger or Sale . In case of any reclassification, capital
reorganization, consolidation, merger, sale of all or substantially
all of the Company’s assets to another Person or any other
change in the Common Stock of the Company, other than as a result
of a subdivision, combination, or stock dividend provided for in
Section 2(b) below (any of which, a “ Change Event
”), then, as a condition of such Change Event, lawful
provision shall be made, and duly executed documents evidencing the
same from the Company or its successor shall be delivered to the
Registered Holder, so that the Registered Holder shall have the
right at any time prior to the expiration of this Warrant to
purchase, at a total price equal to that payable upon the exercise
of this Warrant (subject to adjustment of the Exercise Price as
provided in Section 2), the kind and amount of shares of stock and
other securities and property receivable in connection with such
Change Event by a holder of the same number of shares of Common
Stock as were purchasable by the Registered Holder immediately
prior to such Change Event. In any such case appropriate
provisions shall be made with respect to the rights and interest of
the Registered
Holder so that the provisions hereof
shall thereafter be applicable with respect to any shares of stock
or other securities and property deliverable upon exercise hereof,
and appropriate adjustments shall be made to the purchase price per
share payable hereunder, provided the aggregate purchase price
shall remain the same.
(b)
Subdivisions, Combinations and Other
Issuances . If the
Company shall at any time prior to the expiration of this Warrant
(i) subdivide its Common Stock, by split up or otherwise, or
combine its Common Stock, or (ii) issue additional shares of its
Common Stock or other equity securities as a dividend with respect
to any shares of its Common Stock, the number of shares of Common
Stock issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision of stock, or
proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the purchase price payable per
share, but the aggregate purchase price payable for the total
number of Warrant Shares purchasable under this Warrant (as
adjusted) shall remain the same. Any adjustment under this
Section 2(b) shall become effective at the close of business on the
date the subdivision or combination becomes effective, or as of the
record date of such dividend, or in the event that no record date
is fixed, upon the making of such dividend.
(c)
Issuance of New Warrant
. Upon the occurrence of any of the
events listed in this Section 2 that results in an adjustment of
the type, number or exercise price of the securities underlying
this Warrant, the Registered Holder shall have the right to receive
a new warrant reflecting such adjustment upon the Registered Holder
tendering this Warrant in exchange. The new warrant shall
otherwise have terms identical to this Warrant.
(d)
Notices .
(i)
The Company shall give written notice to
the Registered Holder of this Warrant at least 10 days prior to the
date on which the Company closes its books or takes a record for
determining rights to vote with respect to any event described in
this Section 2 or any dissolution or liquidation.
(ii)
The Company shall also give written
notice to the Registered Holder of this Warrant at least 10 days
prior to the date on which any event described in this Section 2 or
any dissolution or liquidation shall take place.
SECTION 3. Registration
Rights .
(a)
Demand Registration
.
(i)
As soon as practicable, but in no event
later than the Filing Deadline, the Company shall file with the SEC
a Registration Statement on Form SB-2 covering the resale of
all the Registrable Securities. If Form SB-2 is
unavailable for such a Registration, the Company shall register the
resale of the Registrable Securities on another appropriate form
reasonably acceptable to the Holders of at least a majority of the
Registrable Securities and undertake to register the Registrable
Securities on Form SB-2 as soon as such form is available,
provided that the Company shall maintain the effectiveness of the
Registration Statement then in effect until such time as a
Registration Statement on Form SB-2 covering the Registrable
Securities has been declared effective by the SEC. The
Company shall use its reasonable best efforts to have such
Registration Statement
declared effective by the SEC as soon as
practicable, but in no event later than the Effectiveness
Deadline.
(ii)
The Company shall prepare and file with
the SEC such amendments and supplements to the Registration
Statement filed under this Section 3(a)(i) as may be reasonably
necessary to keep such Registration Statement effective until all
Registrable Securities have been sold pursuant to such Registration
Statement or pursuant to Rule 144, or may be sold without
restriction pursuant to Rule 144. The Company shall comply
with the provisions of the Act with respect to the disposition of
all Registrable Securities covered by such Registration Statement
during such period in accordance with the intended methods of
disposition by the Holders as set forth in such Registration
Statement
(iii)
In the event the Registration Statement
required to be filed with the SEC pursuant to Section 3(a)(i)
is not filed with the SEC by the Filing Deadline, the Company shall
issue to the Registered Holder an additional warrant for each
30-day period (or a portion thereof) during which time such
Registration Statement has not been filed with the SEC, which
additional warrants shall be issued on the last day of each 30-day
period commencing on the Filing Deadline. In addition, if the
Registration Statement required to be filed with the SEC pursuant
to Section 3(a)(i) is not declared effective by the SEC by the
Effectiveness Deadline, the Company shall issue to the Registered
Holder an additional warrant for each 30-day period (or a portion
thereof) during which time such Registration Statement has not been
declared effective by the SEC, which additional warrants shall be
issued on the last day of each 30-day period commencing on the
Effectiveness Deadline. Each additional warrant shall
be exercisable for that number of shares equal to 1% of the number
of shares for which this Warrant is exercisable on the date of
issuance of such additional warrant, with an exercise price per
share equal to that of this Warrant on such date. If the Company is
advised by legal counsel that the filing of the registration
statement may preclude the private placement of securities in a
PIPE transaction in an amount of not less than $3,000,000 to be
consummated prior to the effectiveness of the registration
statement, the Filing Deadline shall be delayed until within ten
(10) business days following the earlier of (a) the completion of
such PIPE financing following the Loan and (b) the day on which the
Company no longer is so advised that the filing of the registration
statement may preclude the private placement of securities in a
PIPE transaction.
(b)
Piggyback Registration
.
(i)
If, at any time commencing on the date
hereof and expiring on the Expiration Date, the Company proposes to
file a Registration Statement (other than under a Registration
Statement pursuant to Form S-8 or Form S-4) to register its
securities, and all of the Registrable Securities are not then
covered by an effective Registration Statement, the Company shall:
(A) give written notice by registered mail, at least 20 days prior
to the filing of such Registration Statement to the Holders of its
intention to do so; and (B) include all Registrable Securities in
such Registration Statement with respect to which the Company has
received written requests for inclusion therein within 15 days of
actual receipt of the Company’s notice.
(ii)
The Company shall have the right at any
time after it shall have given written notice pursuant to this
Section 3(a) (irrespective of whether a written request for
inclusion of any
Registration Securities shall have been
made) to elect not to file any such Registration Statement, or to
withdraw the same after the filing but prior to the effective date
thereof.
(iii)
If the Registration Statement pursuant to
this Section 3(a) relates to a firmly
