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THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH
THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN A TRANSACTION TO
AN ACCREDITED INVESTOR PURSUANT TO REGULATION D UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”).
NONE OF THE SECURITIES REPRESENTED HEREBY OR THE SECURITIES INTO
WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT.
THESE
WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT
5:00 P.M. (EASTERN STANDARD TIME) ON APRIL 9,
2010.
SHARE
PURCHASE WARRANTS
TO
PURCHASE SHARES OF COMMON STOCK
Skins Inc.
incorporated
in the State of Nevada
THIS
IS TO CERTIFY THAT _____________________, (the
“Holder” )
of ________________, has the right to purchase, upon and subject to
the terms and conditions hereinafter referred to, up to
_______________ fully paid and non-assessable common shares
(the
“Shares” )
in the capital of Skins Inc. (hereinafter called the
“Company” )
on or before 5:00 p.m. (Eastern Standard Time) on the date
which is twenty four (24) months from the date of issue of this
Warrant as set forth above (the
“Expiry Date” )
at a price per Share (the
“Exercise Price” )
of US$0.40 on the terms and conditions attached hereto as Appendix
“A” (the
“Terms and Conditions” ).
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1.
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ONE
(1) WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE
SHARE. THIS CERTIFICATE REPRESENTS
__________________ WARRANTS.
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2.
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These
Warrants are issued subject to the Terms and Conditions, and the
Warrant Holder may exercise the right to purchase Shares only in
accordance with those Terms and Conditions.
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3.
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Nothing
contained herein or in the Terms and Conditions will confer any
right upon the Holder hereof or any other person to subscribe for
or purchase any Shares at any time subsequent to the Expiry Date,
and from and after such time, this Warrant and all rights hereunder
will be void and of no value.
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IN
WITNESS WHEREOF the Company has executed this Warrant
Certificate this 9th day of April, 2008.
SKINS INC.
Per:
______________________________
Mark
Klein, Chief Executive Officer
PLEASE NOTE THAT ALL SHARE CERTIFICATES MUST BE LEGENDED AS FOLLOWS
DURING THE CURRENCY OF APPLICABLE HOLD
PERIODS:
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES INTO WHICH
THIS SECURITY IS CONVERTIBLE HAVE BEEN OFFERED IN A TRANSACTION TO
AN ACCREDITED INVESTOR PURSUANT TO REGULATION D UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”).
NONE OF THE SECURITIES REPRESENTED HEREBY OR THE SECURITIES INTO
WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE 1933 ACT, PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR
PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN
EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933
ACT.
APPENDIX
“A”
TERMS
AND CONDITIONS dated April 9, 2008, attached to the Warrants
issued by Skins Inc.
In
these Terms and Conditions, unless there is something in the
subject matter or context inconsistent therewith:
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(a)
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“Company” means
Skins Inc. until a successor corporation will have become such as a
result of consolidation, amalgamation or merger with or into any
other corporation or corporations, or as a result of the conveyance
or transfer of all or substantially all of the properties and
estates of the Company as an entirety to any other corporation and
thereafter “Company” will mean such successor
corporation;
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(b)
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“Company’s Auditors” means
an independent firm of accountants duly appointed as auditors of
the Company;
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(c)
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“Director” means
a director of the Company for the time being, and reference,
without more, to action by the directors means action by the
directors of the Company as a Board, or whenever duly empowered,
action by an executive committee of the Board;
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(d)
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“herein” ,
“hereby” and
similar expressions refer to these Terms and Conditions as the same
may be amended or modified from time to time; and the expression
“Article” and “Section,” followed by a
number refer to the specified Article or Section of these Terms and
Conditions;
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(e)
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“person” means
an individual, corporation, partnership, trustee or any
unincorporated organization and words importing persons have a
similar meaning;
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(f)
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“shares” means
the common shares in the capital of the Company as constituted at
the date hereof and any shares resulting from any subdivision or
consolidation of the shares;
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(g)
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“Warrant Holders” or
“Holders” means
the holders of the Warrants; and
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(h)
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“Warrants” means
the warrants of the Company issued and presently authorized and for
the time being outstanding.
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Words
importing the singular number include the plural and vice
versa and words importing the masculine gender include the
feminine and neuter genders.
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Interpretation not affected by Headings
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The
division of these Terms and Conditions into Articles and
Sections, and the insertion of headings are for convenience of
reference only and will not affect the construction or
interpretation thereof.
The
Warrants will be construed in accordance with the laws of the
State of Nevada and the federal law of the United States
applicable therein.
The
Company may at any time and from time to time issue additional
warrants or grant options or similar rights to purchase shares
of its capital stock.
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Warrants to Rank
Pari Passu
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All
Warrants and additional warrants, options or similar rights to
purchase shares from time to time issued or granted by the
Company, will rank
pari passu whatever
may be the actual dates of issue or grant thereof, or of the dates
of the certificates by which they are evidenced.
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Issue in substitution for Lost Warrants
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(a)
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In
case a Warrant becomes mutilated, lost, destroyed or stolen, the
Company, at its discretion, may issue and deliver a new Warrant of
like date and tenor as the one mutilated, lost, destroyed or
stolen, in exchange for and in plac
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