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EXHIBIT 4 FORM OF COMMON STOCK PURCHASE WARRANT

Warrant Agreement

EXHIBIT 4 FORM OF COMMON STOCK PURCHASE WARRANT | Document Parties: DATASCENSION INC | LONGVIEW FUND, LP You are currently viewing:
This Warrant Agreement involves

DATASCENSION INC | LONGVIEW FUND, LP

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Title: EXHIBIT 4 FORM OF COMMON STOCK PURCHASE WARRANT
Governing Law: Nevada     Date: 6/16/2006
Law Firm: Naccarato Associates, Grushko Mittman, P.C.,    

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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


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