Exhibit 4.1
INNERLIGHT HOLDINGS,
INC.
CLASS “C” COMMON
STOCK PURCHASE WARRANT
THIS
WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND NEITHER THIS WARRANT NOR ANY INTEREST THEREIN MAY BE SOLD,
TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND THE
RULES AND REGULATIONS THEREUNDER. BY ITS ACCEPTANCE
HEREOF, THE HOLDER OF THIS WARRANT REPRESENTS THAT IT IS ACQUIRING
THIS WARRANT FOR INVESTMENT AND AGREES TO COMPLY IN ALL RESPECTS
WITH ANY APPLICABLE STATE SECURITIES LAWS COVERING THE PURCHASE OF
THIS WARRANT AND RESTRICTING ITS TRANSFER, COPIES OF WHICH MAY BE
OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD
OF THIS WARRANT TO THE SECRETARY OF THIS COMPANY AT ITS PRINCIPAL
EXECUTIVE OFFICE.
CLASS “C” STOCK PURCHASE WARRANT
To
purchase up to _______ Shares of Common Stock of
INNERLIGHT HOLDINGS, INC.
at an
Exercise Price of $2.00 per Share.
Expiring December 31, 2011
THIS IS TO CERTIFY THAT, for value received,
_______ _________ ______
or
registered assigns (the "Holder"), is entitled, subject to certain
conditions set forth herein, to purchase from InnerLight Holdings,
Inc., a Delaware corporation (the "Company"), at any time or
from time to time after the date of issuance, and prior to 5:00
p.m. New York City time, on December 31, 2011, at the Company's
principal executive office, at the Exercise Price, up to the number
of shares of Common Stock, $.001 par value per share (the "Common
Stock"), of the Company shown above, all subject to adjustment and
upon the terms and conditions as hereinafter provided, and is
entitled also to exercise the other appurtenant rights, powers and
privileges hereinafter described. No fractional Shares
will be issued upon the exercise of this Warrant.
Notwithstanding the foregoing,
this Warrant shall become immediately exercisable in the event
of:
(a)
the sale, lease, exchange, transfer or other disposition
(including, without limitation, by merger, consolidation or
otherwise) of assets constituting all or substantially all of the
assets of the Company and its subsidiaries, taken as a whole, to a
Person or group of Persons (other than to any Person or Persons
who, together with their Affiliates, beneficially own or control a
majority of the issued and outstanding voting securities of the
Company immediately prior to such transaction),
(b)
any merger, consolidation or other business combination or
refinancing or recapitalization that results in the holders of the
issued and outstanding voting securities of the Company immediately
prior to such transaction beneficially owning or controlling less
than a majority of the voting securities of the continuing or
surviving entity immediately following such transaction.
(c) the disposition of assets constituting all or
substantially all of the assets of the Company and its
subsidiaries, taken as a whole, in liquidation of the Company.
For purposes hereof, "Person"
means any individual, firm, corporation, limited liability company,
partnership, trust, incorporated or unincorporated association,
joint venture, joint stock company, Governmental Authority or other
entity of any kind, and shall include any successor (by merger or
otherwise) of any such entity.
This
Warrant, or any part thereof, shall be exercised by properly
executing the annexed Subscription Form and by mailing the Warrant,
executed Subscription Form and payment in full of the aggregate
exercise price of the number of Shares purchased to the principal
office of the Company.
The Company shall not
be required to issue fractions of Common Shares upon exercise of
this Warrant. If any fractions of a share would, but for
this Section, be issuable upon any exercise of this Warrant, in
lieu of such fractional share the Company shall round any fraction
up to the nearest whole number of shares of Common Stock.
If,
in the opinion of counsel to the Company, any law or regulation of
the Securities and Exchange Commission or any other body having
jurisdiction shall require the Company or the Holder to take any
action in connection with the Shares being purchased pursuant to
this Warrant, then the Shares shall not be delivered until the
completion of the necessary action.
The
Company covenants and agrees that all Warrant Shares that may be
issued upon the exercise of this Warrant will, upon issuance, be
duly authorized and issue, fully paid and non-assessable as set
forth herein. The Company further covenants and agrees
that until the expiration date of this Warrant the Company will, at
all times, have authorized, and reserved for the purpose of
issuance or transfer upon exercise of this Warrant, a sufficient
number of shares of Common Stock to provide for the exercise of
this Warrant.
This
Warrant, and the rights and privileges conferred hereby, shall be
exercisable only by the Holder and shall not be assignable or
transferable except pursuant to the provisions of the
Securities
