duForm Common Stock
Purchase Warrant
Exhibit 10.3
THIS WARRANT HAS BEEN
ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR
APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE WARRANT
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM UNDER THE ACT
AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED. THIS WARRANT AND THE COMPANY'S SUBSCRIPTION
AGREEMENT WITH THE HOLDER SET FORTH THE COMPANY’S OBLIGATIONS
TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF SUCH
SUBSCRIPTION AGREEMENT IS AVAILABLE FOR INSPECTION AT THE
COMPANY’S OFFICE. THIS WARRANT MAY NOT, IN ANY EVENT, BE
TRANSFERRED TO ANY PERSON OR ENTITY THAT IS NOT AN ACCREDITED
INVESTOR WITHIN THE MEANING OF RULE 501, PROMULGATED UNDER THE
ACT.
No.
000
Warrants
Void after 5:00 p.m.,
New York time on December 11, 2011
COMMON STOCK
PURCHASE WARRANT
OF
EN2GO INTERNATIONAL,
INC.
1.
This warrant certificate
(“Warrant Certificate”) certifies that, for value
received, Richard Genovese (the “Warrant
Holder”) is the owner of the number of common stock purchase
warrants (“Warrants”) specified above, each of which
entitles the holder thereof to purchase, at any time during the
period commencing on the Commencement Date (as defined herein) and
ending on the Expiration Date (as defined herein), one fully paid
and non-assessable share of common stock, par value $.001 per share
(“Common Stock”), of en2go International, Inc. (the
“Company”), a Nevada corporation, at a purchase price
of $0.15 per share in lawful money of the United States of
America in cash or by check or a combination of cash and check,
subject to adjustment as hereinafter provided.
2.
WARRANT; EXERCISE
PRICE.
2.1
Each Warrant shall
entitle the Warrant Holder the right to purchase one share of
Common Stock of the Company (individually, a “Warrant
Share” severally, the “Warrant
Shares”).
2.2
The purchase price
payable upon exercise of each Warrant (“Exercise
Price”) shall be $0.15 . The Exercise Price and number
of Warrants evidenced by each Warrant Certificate are subject to
adjustment as provided in Section 9.
3.
EXERCISE OF WARRANT;
EXPIRATION DATE.
3.1
This Warrant is
exercisable during the period commencing on December 11,
2008 (“Commencement Date”) and ending on the
Expiration Date, in whole or from time to time in part, at the
option of the Warrant Holder, upon surrender of this Warrant
Certificate to the Company together with a duly completed form of
exercise attached hereto and payment of an amount equal to the then
applicable Exercise Price multiplied by the number of Warrant
Shares then being purchased upon such exercise.
3.2
Each exercise of this
Warrant shall be deemed to have been effected immediately prior to
the close of business on the day on which this Warrant Certificate
shall have been surrendered to the Company as provided in
subsection 3.1. At such time, the person or persons in whose name
or names any certificates for Warrant Shares shall be issuable upon
such exercise as provided in subsection 3.3 below shall be deemed
to have become the holder or holders of record of the Warrant
Shares represented by such certificates.
3.3
Within three (3)
business days after the exercise of the purchase right represented
by this Warrant, the Company at its expense will use its best
efforts to cause to be issued in the name of, and delivered to, the
Warrant Holder, or, subject to the terms and conditions hereof, to
such other individual or entity as such Warrant Holder (upon
payment by such Warrant Holder of any applicable transfer taxes)
may direct:
(a)
a certificate or
certificates for the number of full Warrant Shares to which such
Warrant Holder shall be entitled upon such exercise plus, in lieu
of any fractional share to which such Warrant Holder would
otherwise be entitled, cash in an amount determined pursuant to
Section 10 hereof, and
(b)
in case such exercise is
in part only, a new Warrant or Warrants (dated the date hereof) of
like tenor, stating on the face or faces thereof the number of
shares currently stated on the face of this Warrant minus the
number of such shares purchased by the Warrant Holder upon such
exercise as provided in subsection 3.1 (prior to any adjustments
made thereto pursuant to the provisions of this
Warrant).
3.4
The term
“Expiration Date” shall mean 5:00 p.m., New York time
on December 11, 2011 , or if such date shall in the State of
New York be a holiday or a day on which banks are authorized to
close, then 5:00 p.m., New York time the next following day which
in the State of New York is not a holiday or a day on which banks
are authorized to close or in the event of any merger,
consolidation, or sale of substantially all the assets of the
Company as, an entirety, resulting in any distribution to the
Company’s stockholders, prior to the Expiration Date, the
Warrant Holder shall have the right to exercise this Warrant
commencing at such time through the Expiration Date into the kind
and amount of shares of stock and other securities and property
(including cash) receivable by a holder of the number of shares of
Common Stock into which this Warrant might have been exercisable
immediately prior thereto.
4.
REGISTRATION AND
TRANSFER ON COMPANY BOOKS.
4.1
The Company shall
maintain books for the registration and transfer of Warrant
Certificates.
4.2
Prior to due presentment
for registration of transfer of this Warrant Certificate, the
Company may deem and treat the registered holder as the absolute
owner thereof.
4.3
The Company shall
register upon its books any transfer of a Warrant Certificate upon
surrender of same to the Company accompanied (if so required by the
Company) by a written instrument of transfer duly executed by the
registered holder or by a duly authorized attorney. Upon any such
registration of transfer, new Warrant Certificate(s) shall be
issued to the transferees and the surrendered Warrant Certificate
shall be canceled by the Company. A Warrant Certificate may also be
exchanged, at the option of the holder, for new Warrant
Certificates representing in the aggregate the number of Warrants
evidenced by the Warrant Certificate surrendered.
5.
RESERVATION OF
SHARES. The
Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the
purpose of issue upon exercise of the Warrants, such number of
Warrant Shares as shall be issuable upon the exercise of all
outstanding Warrants. The Company covenants that all Warrant Shares
issuable upon exercise of the Warrants and receipt of full payment
thereof, shall be duly and validly issued and fully paid and
non-assessable and free from all taxes, liens and charges with
respect to the issue thereof, and that upon issuance such shares
shall be listed on each national securities exchange, if any, on
which the other shares of outstanding Common Stock of the Company
are then listed.
6.
EXCHANGE, TRANSFER,
ASSIGNMENT OR LOSS OR MUTILATION OF WARRANT
CERTIFICATE. This Warrant Certificate is
exchangeable, without expense, at the option of the Warrant Holder,
upon presentation and surrender hereof to the Company or at the
office of its stock transfer agent, if any, for other warrants of
different denominations entitling the holder thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable
hereunder. Subject to the terms of this Section 6, upon surrender
of this Warrant Certificate to the Company at its principal office
or at the office of its transfer agent, if any, with the Assignment
Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without charge, execute and
deliver a new Warrant Certificate in the name of the assignee named
in such instrument of assignment and this Warrant Certificate shall
be promptly canceled. This Warrant may be divided or combined with
other warrants which carry the same rights upon presentation hereof
at the principal office of the Company or at the office of its
stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to
be issued and signed by the Warrant Holder hereof. The term
“Warrant Certificate” as used herein includes any
Warrant Certificates into which this Warrant Certificate may be
divided or exchanged. Upon receipt by the Company of reasonable
evidence of the ownership of and the loss, theft, destruction or
mutilation of this Warrant Certificate and, in the case of loss,
theft or destruction, of indemnity reasonably satisfactory to the
Company, or, in the case of mutilation, upon surrender and
cancellation of the mutilated Warrant Certificate, the Company
shall execute and deliver in lieu thereof a new Warrant Certificate
of like tenor and date representing an equal number of
Warrants.
7.
REDEMPTION. [Intentionally omitted.]
2
8.
LIMITATION ON
SALES. Each
holder of this Warrant acknowledges that this Warrant and the
Warrant Shares have not been registered under the Securities Act,
as of the date of issuance hereof and agrees not to sell, pledge,
distribute, offer for sale, transfer or otherwise dispose of this
Warrant, or any Warrant Shares issued upon its exercise, in the
absence of (i) an effective registration statement under the
Securities Act as to this Warrant or such Warrant Shares, as the
case may be, under any applicable Blue Sky or state securities law
then in effect or (ii) an opinion of counsel, satisfactory to the
Company, that such registration and qualification are not required.
In addition, this Warrant only may be transferred to a transferee
who certifies in writing to the Warrant Holder and to the Company
that such transferee is an “accredited investor” within
the meaning of Rule 501(a) promulgated by the Securities and
Exchange Commission (“Commission”) under the Securities
Act.
The Company shall be
under no obligation to issue the shares covered by such exercise
unless and until the Warrant Holder shall have executed an
investment letter in form and substance satisfactory to the
Company, including a warranty at the time of such exercise that it
is then an “accredited investor” within the meaning of
Rule 501(c) promulgated by the Commission under the Securities Act,
is acquiring such shares for its own account, and will not transfer
the Warrant Shares unless pursuant to an effective and current
registration statement under the Securities Act or an exemption
from the registrati
