Exhibit 99.1
THE WARRANT EVIDENCED HEREBY, AND THE SECURITIES
ISSUABLE HEREUNDER, HAVE BEEN AND SHALL BE ISSUED WITHOUT
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
APPLICABLE STATE SECURITY LAWS. THE WARRANT AND SUCH SECURITIES
HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
DISTRIBUTION OR RESALE, AND SHALL NOT BE SOLD, TRANSFERRED, PLEDGED
OR HYPOTHECATED UNLESS THE PROPOSED DISPOSITION IS THE SUBJECT OF A
CURRENTLY EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR UNLESS THE COMPANY HAS RECEIVED
AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE COMPANY, TO THE EFFECT THAT SUCH REGISTRATION
IS NOT REQUIRED UNDER SAID ACT AND SUCH STATE SECURITIES LAWS IN
CONNECTION WITH SUCH DISPOSITION.
MARKET & RESEARCH
CORP.
FORM OF COMMON STOCK PURCHASE
WARRANT
Original Issue
Date: October 5, 2009
This Warrant is Issued
to:
[________]
(hereinafter called the “ Holder ,” which term
shall include the Holder’s legal representatives, heirs,
successors and assigns) by Market & Research Corp., a Delaware
corporation (hereinafter referred to as the “ Company
”). This Warrant may be transferred by the Holder
only in accordance with the provisions of Section 11.
1 .
Exercise of Warrant . (a) For value received by
the Company from the offering of Secured Promissory Bridge Notes
(the “Notes”), and subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of
this Warrant, (with the exercise notice form annexed hereto (the
“Exercise Notice”) duly executed) at the office of the
Company at, 10 Wright Street, Suite 220 Westport, Connecticut
06880, or such other office in the United States of which the
Company shall notify the Holder hereof in writing, to purchase
20,000 shares of the Company’s common stock, par value $0.01
(“Common Stock”) at an exercise price of $.20 per share
(the “Exercise Price”). This Warrant may
be exercised by presentation and surrender of this Warrant to the
Company at its principal executive offices with a written notice of
the holder's intention to effect a cashless exercise, including a
calculation of the number of shares of Common Stock to be issued
upon such exercise in accordance with the terms hereof (a
“Cashless Exercise”). In the event of a
Cashless Exercise, in lieu of paying the Exercise Price in cash,
the holder shall surrender this Warrant for that number of shares
of Common Stock determined by multiplying the number of Warrant
Shares to which it would otherwise be entitled by a fraction, the
numerator of which shall be the difference between the then current
Market Price per share of the Common Stock and the Exercise Price,
and the denominator of which shall be the then current Market Price
per share of Common Stock. For example, if the holder is exercising
100,000 Warrants with a per Warrant exercise price of $0.20 per
share through a cashless exercise when the Common Stock's current
Market Price per share is $0.40 per share, then upon such Cashless
Exercise the holder will receive 50,000 shares of Common
Stock. Market Price shall be defined as the average
closing bid price for the three days prior to exercise.
2.
Issuance of Stock Certificates . As promptly as
practicable after surrender of this Warrant, the Company shall
issue and deliver to the Holder a certificate or certificates for
the Common Stock, in certificates of such denominations and in such
names as the Holder may specify.
3.
Payment of Applicable Exercise Price . Payment of
the Applicable Exercise Price shall be made by check made payable
to the order of the Company or wire transfer of immediately
available funds to a bank account designated by the
Company.
4.
Adjustment for Dividends, Distributions, Subdivisions,
Combinations, Mergers, Consolidations or Sale of Assets
.
4.1
Manner of Adjustment .
(a)
Stock Dividends, Distributions or Subdivisions
. In the event the Company shall issue shares of Common
Stock in a stock dividend, stock distribution or subdivision, the
Applicable Exercise Price in effect immediately before such stock
dividend, stock distribution or subdivision shall, concurrently
with the effectiveness of such stock dividend, stock distribution
or subdivision, be proportionately decreased and the number of
shares of Common Stock purchasable by exercise of this Warrant
shall be proportionately increased.
(b)
Combinations or Consolidations . In the event the
outstanding shares of Common Stock shall be combined or
consolidated, by reclassification or otherwise, into a lesser
number of shares of Common Stock, the Applicable Exercise Price in
effect immediately prior to such combination or consolidation
shall, concurrently with the effectiveness of such combination or
consolidation, be proportionately increased and the number of
shares of Common Stock purchasable by exercise of this Warrant
shall be proportionately decreased.
(c)
Adjustment for Reclassification, Exchange or Substitution
. In the event that the class of securities issuable
upon the exercise of this Warrant shall be changed into the same or
a different number of shares of any class or classes of stock,
whether by capital reorganization, reclassification or otherwise
(other than any event addressed by Sections 4.1(a), 4.1(b) or
4.1(d)), then and in each such event the Holder shall have the
right thereafter to exercise this Warrant for the kind and amount
of shares of stock and other securities and property receivable
upon such reorganization, reclassification, or other change, by
holders of the number of shares of the class of securities into
which such Warrant might have been exercisable for immediately
prior to such reorganization, reclassification, or change, all
subject to further adjustment as provided herein.
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