EXHIBIT 4.16
FORM OF COMMON STOCK PURCHASE WARRANT
SERIES A WARRANT TO PURCHASE COMMON STOCK
Date of Issuance: __________, 2008
Warrant to Purchase An Aggregate of
____________ shares of Common Stock
Warrant No. _____________-
FOR VALUE RECEIVED, Spare Backup, Inc., a Delaware corporation
(the
"Company"), promises to issue in the name of, and sell and deliver
to
___________ (the "Holder") a certificate or certificates for an
aggregate of
___________ (_______) total shares of the Company's common stock,
par value
$0.001 per share (the "Common Stock"), upon payment by the Holder
of $0.25 per
share of the total underlying shares (the "Exercise Price"), with
the Exercise
Price being subject to adjustment in the circumstances set forth
below.
1. Exercise of Warrant
(A) Exercise Period. The Holder may exercise this Warrant, in
whole or in part (but not as to fractional shares), at any time and
from time to
time commencing on the date hereof and ending at 5:00 p.m., Eastern
Time, on the
fifth (5th) anniversary of the date hereof (the "Exercise
Period").
(B) Exercise Procedure.
(i) This Warrant will be deemed to have been
exercised at such time as the Company has received all of the
following items
(the "Exercise Date"):
(a) a completed Exercise Agreement, in the
form attached hereto as Exhibit C, executed by the Holder (the
"Purchaser"); and
(b) a certified check or other immediately
available funds payable to the Company in an amount equal to the
sum of the
product of the Exercise Price multiplied by the number of shares of
Common Stock
being purchased upon such exercise.
(ii) Certificates for the shares of Common Stock
purchased upon exercise of this Warrant will be delivered by the
Company to the
Purchaser within ten (10) business days after the Exercise Date.
Unless this
Warrant has expired or all of the purchase rights represented
hereby have been
exercised, the Company will prepare a new Warrant representing the
rights
formerly represented by this Warrant that have not expired or been
exercised.
The Company will, within such ten (10) day period, deliver such new
Warrant to
the Holder at the address set forth in this Warrant.
(iii) The shares of Common Stock issuable upon the
exercise of this Warrant will be deemed to have been transferred to
the
Purchaser on the Exercise Date, and the Purchaser will be deemed
for all
purposes to have become the record holder of such Common Stock on
the Exercise
Date.
(iv) The issuance of certificates for shares of
Common Stock upon the exercise of this Warrant will be made without
charge to
the Purchaser for any issuance tax in respect thereof or any other
cost incurred
by the Company in connection with such exercise and related
transfer of the
shares; provided, however, that the Company shall not be required
to pay any tax
that may be payable in respect of any transfer involved in the
issuance and
delivery of any certificate or instrument in a name other than that
of the
Holder of this Warrant, and that the Company shall not be required
to issue or
deliver any such certificate or instrument unless and until the
person or
persons requiring the issue thereof shall have paid to the Company
the amount of
such tax or shall have established to the satisfaction of the
Company that such
tax has been paid.
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(v) Unless the Company shall have registered the
shares of Common Stock underlying this Warrant, the shares of
Common Stock
issuable upon the exercise of this Warrant will be "restricted
securities" as
that term is defined in the Securities Act of 1933. The Company may
insert the
following or similar legend on the face of the certificates
evidencing shares of
Common Stock if required in compliance with state securities
laws:
"These securities have not been registered under any
state securities laws and may not be sold or
otherwise transferred or disposed of except pursuant
to an effective registration statement under any
applicable state securities laws, or an opinion of
counsel satisfactory to counsel to the Company that
an exemption
from registration under any applicable
state securities laws is available."
(C) Fractional Shares. The Company shall not be required to
issue fractions of shares of Common Stock on the exercise of this
Warrant. The
Company shall not be obligated to issue any fractional share
interests or
fractional warrant interests upon the exercise of this Warrant, nor
shall it be
obligated to issue scrip or pay cash in lieu of fractional
interests, provided,
however, that if a holder exercises all the Warrants held of record
by such
holder, the Company shall at its option (i) eliminate the
fractional interests
by rounding any fraction up to the nearest whole number of shares
or (ii) within
30 days after the Exercise Date, deliver to the Purchaser a check
payable to the
Purchaser, in lieu of such fractional share, in an amount equal to
the value of
such fractional share as determined by the closing price of the
Company's Common
Stock as reported on the principal exchange on which the Company's
Common Stock
is then traded, as of the close of business on the Exercise
Date.
2. Effect of Reorganization, Reclassification, Consolidation,
Merger or
Sale
(A) Recapitalization or Reclassification of Common Stock. In
case the Company shall at any time prior to the satisfaction of the
note
underlying this Warrant, or the Exercise of this Warrant, or the
expiration of
the Exercise Period, whichever first occurs, effect a
recapitalization or
reclassification of such character that its Common Stock shall be
changed into
or become exchangeable for a larger or smaller number of shares,
then, upon the
effective date thereof, the number of shares of Common Stock that
the Holder of
this Warrant shall be entitled to purch
