THIS WARRANT AND THE UNDERLYING SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY OTHER SECURITIES LAWS, HAVE BEEN
TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED
FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO
SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF COUNSEL
(WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER OF THESE
SECURITIES), SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS IS NOT REQUIRED.
Date: April 7,
2008
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Warrant to Purchase
***__________***
Shares
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MARANI BRANDS, INC.
(Incorporated under the laws of the State of Nevada)
REPRESENTATIVE'S WARRANT FOR THE PURCHASE OF SHARES OF
COMMON STOCK
Warrant Price:
$0.10 per share, subject to adjustment as provided
below.
THIS
IS TO CERTIFY that, for value received, _____________________ and
its assigns (collectively, the "Holder"), is entitled to purchase,
subject to the terms and conditions hereinafter set forth, up to
__________ shares of the common stock, par value $0.001 per share
("Common Stock"), of MARANI BRANDS, INC., a Nevada corporation (the
"Company"), and to receive certificate(s) for the Common Stock so
purchased.
1.
Exercise Period and Vesting . The exercise period is the
period beginning on the date of this Warrant (the "Issuance Date")
and ending at 5:00 p.m., Pacific Standard Time, on April 7, 2013
(the "Exercise Period"). This Warrant is vested in full as of the
Issuance Date and is immediately exercisable by Holder. This
Warrant will terminate automatically and immediately upon the
expiration of the Exercise Period.
Notwithstanding
the foregoing, in no event shall Holder be entitled to exercise any
portion of the Warrant to the extent that, after such exercise, the
sum of (1) the number of shares of Common Stock beneficially owned
by the Holder, and (2) the number of shares of Common Stock
issuable upon the full or partial exercise of the Warrant with
respect to which the determination of this sentence is being made,
would result in beneficial ownership by Holder of more than 4.99%
of the outstanding shares of Common Stock (after taking into
account the shares to be issued to Holder
1
upon such exercise). For purposes of the immediately
preceding sentence, beneficial ownership shall be determined in
accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended (the "1934 Act") "), and Rule 13d-3 promulgated
thereunder. This provision shall not apply to unless and until the
Company is subject to the reporting requirements of the 1934
Act.
2.
Exercise of Warrant; Cashless Exercise . This Warrant may be
exercised, in whole or in part, at any time and from time to time
during the Exercise Period. Such exercise shall be accomplished by
tender to the Company of the purchase price set forth above as the
warrant price ($0.10 per share) (the "Warrant Price"), either (a)
in cash, by wire transfer or by certified check or bank cashier's
check, payable to the order of the Company, or (b) by surrendering
such number of shares of Common Stock received upon exercise of
this Warrant with a current market price equal to the Warrant Price
(a "Cashless Exercise"), together with presentation and surrender
to the Company of this Warrant. Upon receipt of the foregoing, the
Company will deliver to the Holder, as promptly as possible, a
certificate or certificates representing the shares of Common Stock
so purchased, registered in the name of the Holder or its
transferee (as permitted under Section 3 below). With respect to
any exercise of this Warrant, the Holder will for all purposes be
deemed to have become the holder of record of the number of shares
of Common Stock purchased hereunder on the date this Warrant or a
copy hereof and payment of the Warrant Price is received by the
Company (the "Exercise Date"), irrespective of the date of delivery
of the certificate evidencing such shares, except that, if the date
of such receipt is a date on which the stock transfer books of the
Company are closed, such person will be deemed to have become the
holder of such shares at the close of business on the next
succeeding date on which the stock transfer books are open.
Fractional shares of Common Stock will not be issued upon the
exercise of this Warrant. In lieu of any fractional shares that
would have been issued but for the immediately preceding sentence,
the Holder will be entitled to receive cash equal to the current
market price of such fraction of a share of Common Stock on the
trading day immediately preceding the Exercise Date. In the event
this Warrant is exercised in part, the Company shall issue a new
Warrant to the Holder covering the aggregate number of shares of
Common Stock as to which this Warrant remains exercisable for.
If
the Holder elects to conduct a Cashless Exercise, the Company shall
cause to be delivered to the Holder a certificate or certificates
representing the number of shares of Common Stock computed using
the following formula:
Where:
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X |
= |
the number of shares of
Common Stock to be issued to Holder; |
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Y |
= |
the portion of the
Warrant (in number of shares of Common Stock) being exercised by
Holder (at the date of such calculation); |
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A |
= |
the fair market value
of one share of Common Stock on the Exercise Date (as calculated
below); and |
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B |
= |
Warrant Price (as
adjusted to the date of such calculation). |
2
For
purposes of the foregoing calculation, "fair market value of one
share of Common Stock on the Exercise Date" shall mean: (i) if the
principal trading market for such securities is a national or
regional securities exchange, the closing price on such exchange
for the day immediately prior to such Exercise Date; (ii) if sales
prices for shares of Common Stock are reported by the The NASDAQ
Stock Market (or a similar system then in use), the last reported
sales price for the day immediately prior to such Exercise Date; or
(iii) if neither (i) nor (ii) above are applicable, and if bid and
ask prices for shares of Common Stock are reported in the
over-the-counter market by Nasdaq (or, if not so reported, by the
National Quotation Bureau), the average of the high bid and low ask
prices so reported for the ten (10) trading days immediately prior
to such Exercise Date. Notwithstanding (i), (ii), and (iii) above,
if there is no reported closing price, last reported sales price,
or bid and ask prices, as the case may be, for the period in
question, then the current market price shall be determined as of
the latest ten (10) day period prior to such day for which such
closing price, last reported sales price, or bid and ask prices, as
the case may be, are available, unless such securities have not
been traded on an exchange or in the over-the-counter market for
ten (10) or more days immediately prior to the day in question, in
which case the current market price shall be determined in good
faith by, and reflected in a formal resolution of, the Board of
Directors of the Company. The Company acknowledges and agrees that
this Warrant was issued on the Issuance Date.
3.
Transferability and Exchange .
(a)
This
Warrant, and the Common Stock issuable upon the exercise hereof,
may not be sold, transferred, pledged or hypothecated unless the
Company shall have been provided with an opinion of counsel
reasonably satisfactory to the Company in form, scope and substance
reasonably satisfactory to the Company, or other evidence
reasonably satisfactory to it, that such transfer is not in
violation of the Securities Act, and any applicable state
securities laws. Subject to the satisfaction of the aforesaid
condition, this Warrant and the underlying shares of Common Stock
shall be transferable from time to time by the Holder upon written
notice to the Company. If this Warrant is transferred, in whole or
in part, the Company may, upon surrender of this Warrant to the
Company, deliver to each transferee a Warrant evidencing the rights
of such transferee to purchase the number of shares of Common Stock
that such transferee is entitled to purchase pursuant to such
transfer. The Company may place a legend similar to the legend at
the top of this Warrant on any replacement Warrant and on each
certificate representing shares of common stock issuable upon
exercise of this Warrant or any replacement Warrants. Only a
registered Holder may enforce the provisions of this Warrant
against the Company. A transferee of the original registered Holder
becomes a registered Holder only upon delivery to the Company of
the original Warrant and an original Assignment, substantially in
the form set forth in Exhibit B attached hereto.
(b)
This
Warrant is exchangeable upon its surrender by the Holder to the
Company for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares purchasable
hereunder, each of such new Warrants to represent the right to
purchase such number of shares as may be designated by the Holder
at the time of such surrender.
4.
Adjustments
to Warrant Price and Number of Shares Subject to Warrant . The
Warrant Price and the number of shares of Common Stock purchasable
upon the exercise of this Warrant are subject to adjustment from
time to time upon the occurrence of any of the events
3
specified in this Section 4. For the purpose of this
Section 4, "Common Stock" means shares now or hereafter authorized
of any class of common stock of
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