THIS
WARRANT AND THE COMMON
SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES
ISSUABLE UPON EXERCISE
OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT
UNDER SAID ACT OR AN OPINION OF COUNSEL
REASONABLY
SATISFACTORY TO DATASCENSION, INC. THAT SUCH REGISTRATION IS NOT
REQUIRED.
Right to Purchase 4,865,311 shares of Common Stock of
Datascension, Inc.
(subject to adjustment as provided
herein)
FORM OF COMMON STOCK PURCHASE WARRANT
No. 2006-001
Issue Date: June 12 , 2006
DATASCENSION, INC., a corporation organized under the laws of the State of
Nevada (the
"Company"),
hereby certifies that, for value
received, LONGVIEW
FUND, LP 600 Montgomery Street, 44th Floor San Francisco, CA 94111,
Telecopier
Number (415) 981-5301, or its assigns (the "Holder"), is entitled, subject to
the terms set forth below, to purchase from the Company at
any time
commencing
on the Issue Date and until 5:00 p.m., E.S.T on the fifth (5th)
anniversary of
the Issue Date (the
"Expiration Date"), 4,865,311 fully paid and nonassessable
shares of Common Stock at a per share purchase price of $0.40. The
aforedescribed
purchase price
per share, as adjusted from time to time as
herein provided, is referred to herein as the "Purchase Price."
The number and
character of such shares of Common Stock and the Purchase
Price are subject
to
adjustment as
provided herein. The Company may reduce the Purchase
Price
without the consent of
the Holder provided
ten days prior notice of such
reduction is
given to the Holder. Capitalized terms used and not
otherwise
defined herein shall have the meanings set forth in that certain
Subscription
Agreement (the "SUBSCRIPTION AGREEMENT"), dated June 12 , 2006, entered
into by the Company and initial Holder of this Warrant.
As
used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a)
The term "Company" shall mean Datascension, Inc. and any
corporation which shall succeed or assume the obligations of
Datascension, Inc.
hereunder.
(b)
The term
"Common Stock" includes (a) the Company's common
stock,
$.001 par value per
share, as authorized
on the date of the Subscription
Agreement, and
(b) 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 5 or otherwise.
(d)
The term
"Warrant Shares" shall mean the Common Stock issuable upon
exercise of this Warrant.
1.
Exercise
of Warrant.
1.1. Number of Shares
Issuable upon
Exercise. From and
after the
Issue Date through and including the Expiration Date, the Holder hereof shall
be entitled to receive, upon exercise of this Warrant in
whole in accordance
with the terms of subsection 1.2 or upon
exercise of this Warrant in part in
accordance with
subsection 1.3, Common
Stock of the Company, subject to
adjustment pursuant to Section 4.
1.2. Full Exercise. This Warrant may be exercised in
full by the
Holder hereof by delivery of an original or facsimile copy of the form of
subscription attached
as Exhibit A hereto (the "Subscription Form") duly
executed by such Holder and surrender of the original Warrant within four (4)
days of exercise, to
the Company at its principal office or at the office of
its Warrant Agent
(as provided
hereinafter), accompanied by payment, in cash,
wire transfer or by certified or official bank check payable to the order
of
the Company, in the amount obtained by multiplying the number of shares of
Common Stock
for which this Warrant
is then exercisable by the Purchase Price
then in effect.
1.3. Partial Exercise.
This Warrant may be
exercised in part (but
not for a fractional
share) by surrender of
this Warrant in the manner and at
the place provided in subsection 1.2 except that the amount payable by the
Holder on such partial exercise shall be the amount
obtained by multiplying
(a) the number of whole shares of Common Stock designated by the
Holder in the
Subscription Form by (b) the Purchase Price then in effect. On any such
partial exercise, the Company, at its expense, will forthwith issue
and deliver
to or upon the order of the Holder
hereof a new Warrant of like tenor, in the
name of the Holder hereof or as such Holder (upon payment by such
Holder of any
applicable transfer
taxes) may request, the whole number of
shares of Common
Stock for which such Warrant may still be exercised for the balance
of.
1.4. Fair Market
Value. 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 an exchange
or is quoted on the National Association of Securities Dealers,
Inc. Automated
Quotation ("NASDAQ"), National Market System, the NASDAQ Capital
Market or the
American Stock
Exchange,
LLC,
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 an
exchange or on the NASDAQ National Market System, the NASDAQ
Capital Market or
the American
Stock Exchange, Inc., but is traded in the over-the-counter
market, then the average of the closing bid and ask 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 such an agreement, by arbitration
in
accordance with
the rules then standing 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; or
(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 all of the Warrants are
outstanding
at the Determination Date.
1.5. 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.
1.6. Trustee
for Warrant Holders. In the event that a
qualified
bank or trust company shall have been appointed as trustee for the Holder of
the Warrants 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.
1.7. 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 hereof 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 as aforesaid. 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 ("Warrant Share Delivery
Date"), 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
hereof, 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 of
Common Stock, 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. The Company understands
that a
delay in the delivery
of the Warrant Shares after the
Warrant Share Delivery
Date could result in economic loss to the Holder. As compensation to the
Holder for such loss, the Company agrees to pay (as liquidated
damages and not
as a penalty) to the
Holder for late issuance of Warrant Shares upon exercise
of this Warrant
the amount of $100 per business day after the
Warrant Share
Delivery Date for each $10,000 of Purchase Price of Warrant Shares for which
this Warrant is exercised which are not timely delivered.
The Company shall
pay any payments incurred under this Section in immediately
available funds
upon demand.
Furthermore, in addition to any other remedies which may be
available to the Holder, in the event that the Company fails for
any reason to
effect delivery
of the Warrant Shares
by the Warrant Share Delivery Date, the
Holder may revoke all or part of the relevant Warrant exercise by
delivery of a
notice to such effect to the Company whereupon the Company and the
Holder shall
each be restored to
their respective positions immediately prior to the
exercise of
the relevant portion of this Warrant,
except that the liquidated
damages described above shall be payable through the date
notice of revocation
or rescission is given to the Company.
2.
Cashless
Exercise.
(a) Except as
described below, if a Registration Statement
(as
defined in the Subscription Agreement) ("Registration Statement") is effective
and the Holder may sell its shares of Common Stock upon
exercise hereof
pursuant to the Registration Statement, this Warrant may be exercisable in
whole or in part for cash only as set forth
in Section 1 above. If
no such
Registration Statement
is available during the time that such
Registration
Statement is required to be effective pursuant to the terms of the
Subscription
Agreement, payment upon exercise may be made at the option of the
Holder either
in cash, wire transfer or by certified or official bank check payable to the
order of the Company equal to the applicable aggregate Purchase
Price or
commencing one
year after the Issue Date, (i) by cashless exercise in
accordance with Section (b) below or (ii) by a combination of any of the
foregoing methods,
for the number of
shares of Common Stock specified in such
form (as such exercise
number shall
be adjusted to reflect
any adjustment in
the total number of shares of Common Stock issuable to the Holder
per the terms
of this Warrant) and the Holder shall thereupon be entitled to receive the
number of duly authorized, validly issued, fully-paid and
non-assessable shares
of Common Stock (or Other Securities) determined as provided
herein.
(b) If
the Fair Market Value of one share of Common Stock
is
greater than
the Purchase Price (at the date of calculation
as set forth
below), in lieu of exercising this Warrant for cash, the Holder may elect to
receive shares equal to the value (as determined below) of this
Warrant (or the
portion thereof being cancelled) by surrender of this Warrant at the principal
office of the Company together with the properly endorsed
Subscription Form
in
which event the Company shall issue to the Holder a number of
shares of Common
Stock computed using the following formula:
X=Y (A-B)
A
Where X=
the number of shares of Common Stock to be issued to
t
