NEITHER THIS
SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE " SECURITIES ACT "), AND, ACCORDINGLY, MAY NOT
BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL
OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE
OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA
FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES
COMMON STOCK PURCHASE
WARRANT
To Purchase 50,000 Shares of Common
Stock of
Park City Group,
Inc.
THIS COMMON STOCK PURCHASE WARRANT CERTIFIES
that, for value received, Taglich Brothers, Inc. (the “
Holder ”), is entitled, upon the terms and subject to
the limitations on exercise and the conditions hereinafter set
forth, at any time on or after January 12, 2009 (the “
Initial Exercise Date ”) and on or prior to the close
of business on the Termination Date (as defined below) but not
thereafter, to subscribe for and purchase from Park City Group,
Inc., a corporation incorporated in the State of Nevada (the
“ Company ”), up to 50,000 shares (the “
Warrant Shares ”) of Common Stock, of the Company (the
“ Common Stock ”). The purchase price
of one share of Common Stock (the “ Exercise Price
”) under this Warrant shall be $ 1.80, subject to
adjustment hereunder. The Exercise Price and the number
of Warrant Shares for which the Warrant is exercisable shall be
subject to adjustment as provided herein. As used herein
“Termination Date” shall mean December 31,
2013.
1. Title to
Warrant . Prior to the Termination Date and subject
to compliance with applicable laws and Section 7 of this Warrant,
this Warrant and all rights hereunder are transferable, in whole or
in part, at the office or agency of the Company by the Holder in
person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly
endorsed. The transferee shall sign an investment letter
in form and substance reasonably satisfactory to the
Company.
2. Authorization
of Shares . The Company covenants that all Warrant
Shares which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase
rights represented by this Warrant, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens
and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such
issue).
3. Exercise of
Warrant .
(a) Except as provided in
Section 4 herein, exercise of the purchase rights represented by
this Warrant may be made at any time or times on or after the
Initial Exercise Date and on or before the Termination Date by the
surrender of this Warrant and the Notice of Exercise Form annexed
hereto duly executed, at the office of the Company (or such other
office or agency of the Company as it may designate by notice in
writing to the registered Holder at the address of such Holder
appearing on the books of the Company) and upon payment of the
Exercise Price of the shares thereby purchased by wire transfer or
cashier’s check drawn on a United States bank, the Holder
shall be entitled to receive a certificate for the number of
Warrant Shares so purchased. Certificates for shares
purchased hereunder shall be delivered to the Holder within fifteen
(15) Trading Days after the date on which this Warrant shall have
been exercised as aforesaid. This Warrant shall be deemed to have
been exercised and such certificate or certificates shall be deemed
to have been issued, and the Holder or any other person so
designated to be named therein shall be deemed to have become a
holder of record of such shares for all purposes, as of the date
the Warrant has been exercised by payment to the Company of the
Exercise Price and all taxes required to be paid by the Holder, if
any, pursuant to Section 5 prior to the issuance of such shares,
have been paid. “Trading Day” means a day on
which the NASDAQ Stock Market is open for the transaction of
business.
(b) If this Warrant
shall have been exercised in part, the Company shall, at the time
of delivery of the certificate or certificates representing Warrant
Shares, deliver to Holder a new Warrant evidencing the rights of
Holder to purchase the unpurchased Warrant Shares called for by
this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.
(c) If the Company
fails to deliver to the Holder a certificate or certificates
representing the Warrant Shares pursuant to Section 3(a) of this
Warrant by the close of business on the fifteenth Trading Day after
the date of exercise, then the Holder will have the right to
rescind such exercise.
4. No Fractional
Shares or Scrip . No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of
this Warrant. As to any fraction of a share which Holder
would otherwise be entitled to purchase upon such exercise, the
Company shall pay a cash adjustment in respect of such final
fraction in an amount equal to such fraction multiplied by the
Exercise Price.
5. Charges, Taxes
and Expenses . Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or
transfer tax or other incidental expense in respect of the issuance
of such certificate, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name
of the Holder or in such name or names as may be directed by the
Holder; provided , however , that in the event
certificates for Warrant Shares are to be issued in a name other
than the name of the Holder, this Warrant when surrendered for
exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and the Company may require, as
a condition thereto, the payment of a sum sufficient to reimburse
it for any transfer tax incidental thereto.
6. Closing of
Books . The Company will not close its stockholder
books or records in any manner which prevents the timely exercise
of this Warrant, pursuant to the terms hereof.
7. Transfer,
Division and Combination .
(a) Subject to
compliance with any applicable securities laws and the conditions
set forth in Sections 1 and 7(e) hereof and to the provisions of
Section 4.1 of the Purchase Agreement, this Warrant and all rights
hereunder are transferable, in whole or in part, upon surrender of
this Warrant at the principal office of the Company, together with
a written assignment of this Warrant substantially in the form
attached hereto duly executed by the Holder or its agent or
attorney and funds sufficient to pay any transfer taxes payable
upon the making of such transfer. Upon such surrender
and, if required, such payment, the Company shall execute and
deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination or denominations specified in
such instrument of assignment, and shall issue to the assignor a
new Warrant evidencing the portion of this Warrant not so assigned,
and this Warrant shall promptly be cancelled. A Warrant,
if properly assigned, may be exercised by a new holder for the
purchase of Warrant Shares without having a new Warrant
issued.
(b) This Warrant may
be divided or combined with other Warrants upon presentation hereof
at the aforesaid office of the Company, together with a written
notice specifying the names and denominations in which new Warrants
are to be issued, signed by the Holder or its agent or
attorney. Subject to compliance with Section 7(a), as to
any transfer which may be involved in such division or combination,
the Company shall execute and deliver a new Warrant or Warrants in
exchange for the Warrant or Warrants to be divided or combined in
accordance with such notice.
(c) The Company shall
prepare, issue and deliver at its own expense (other than transfer
taxes) the new Warrant or Warrants under this Section 7.
(d) The Company agrees
to maintain, at its aforesaid office, books for the registration
and the registration of transfer of the Warrants.
(e) If, at the time of
the surrender of this Warrant in connection with any transfer of
this Warrant, the transfer of this Warrant shall not be registered
pursuant to an effective registration statement under the
Securities Act and under applicable state securities or blue sky
laws, the Company may require, as a condition of allowing such
transfer (i) that the Holder or transferee of this Warrant, as the
case may be, furnish to the Company a written opinion of counsel
(which opinion shall be in form, substance and scope customary for
opinions of counsel in comparable transactions) to the effect that
such transfer may be made without registration under the Securities
Act and under applicable state securities or blue sky laws, (ii)
that the holder or transferee execute and deliver to the Company an
investment letter in form and substance acceptable to the Company
and (iii) that the transferee be an "accredited investor" as
defined in Rule 501(a) promulgated under the Securities
Act.
8. No Rights as
Shareholder until Exercise . This Warrant does not
entitle the Holder to any voting rights or other rights as a
shareholder of the Company prior to the exercise
hereof. Upon the surrender of this Warrant and the
payment of the aggregate Exercise Price (or by means of a cashless
exercise), the Warrant Shares so purchased shall be and be deemed
to be issued to such Holder as the record owner of such shares as
of the close of business on the later of the date of such surrender
or payment.
9. Loss, Theft,
Destruction or Mutilation of Warrant . The Company
covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant or any stock certificate relating to the Warrant
Shares, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it (which, in the case of the
Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in
lieu of such Warrant or stock certificate.
10. Saturdays,
Sundays, Holidays, etc . If the last or appointed
day for the taking of any action or the expiration of any right
required or granted herein shall be a Saturday, Sunday or a legal
ho
