NEITHER THIS
WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
THE TRANSFERABILITY OF THIS WARRANT
IS
RESTRICTED AS PROVIDED IN SECTION
3
SKINNY NUTRITIONAL
CORP.
COMMON STOCK PURCHASE
WARRANT
For
good and valuable consideration, the receipt of which is hereby
acknowledged by SKINNY NUTRITIONAL CORP., a Nevada corporation (the
“Company”), ______________ (the
“Holder”), is hereby granted the right to purchase, at
any time from and after the date specified in Section 1.1 below
until 5:00 P.M., New York City time, on May __, 2014 (the
“Warrant Exercise Term”), up to _______ fully-paid and
non-assessable shares of the Company's Common Stock, $.001 par
value per share (“Common Stock”).
1.1 This
Warrant shall only be exercisable commencing at 9:00 a.m. on the
first business day following the effective date of the acceptance
by the Secretary of State of the State of Nevada of an amendment to
the Company’s Articles of Incorporation to increase the
number of authorized shares of Common Stock in an amount sufficient
to permit the exercise of all of the Warrant Shares (as defined
below). During the Warrant Exercise Term, this Warrant shall be
exercisable at a per share price of $0.08 (the “Exercise
Price”), subject to adjustment as provided in Section 2
hereof, payable in cash or by certified or official bank check in
New York Clearing House funds. Upon surrender of this warrant
certificate with the annexed Subscription Form duly executed,
together with payment of the Exercise Price for the shares of
Common Stock purchased at the Company’s principal executive
offices the registered Holder of the Warrant shall be entitled to
receive a certificate or certificates for the shares of Common
Stock so purchased (the “Warrant Shares”). The purchase
rights represented by this Warrant are exercisable at the option of
the Holder hereof, in whole or in part (but not as to fractional
shares of the Common Stock) during any period in which this Warrant
may be exercised as set forth above. In the case of the purchase of
less than all the shares of Common Stock purchasable under this
Warrant, the Company shall cancel this Warrant upon the surrender
thereof and, upon the written request of the Holder, the Company
shall execute and deliver a new Warrant of like tenor for the
balance of the shares of Common Stock purchasable
hereunder.
1.2 The
issuance of certificates for shares of Common Stock upon the
exercise of this Warrant shall be made without charge to the Holder
hereof including, without limitation, any tax which may be payable
in respect of the issuance thereof, and such certificates shall be
issued in the name of, or in such names as may be directed by, the
Holder hereof; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any
transfer involved in the issuance and delivery of such certificate
in a name other than that of the Holder and the Company shall not
be required to issue or deliver such certificates unless or until
the person or persons requesting the issuance 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.
1.3
The Company covenants that it will at all times reserve and keep
available out of its authorized Common Stock, solely for the
purpose of issuance upon exercise of this Warrant as herein
provided, such number of shares of Common Stock as shall then be
issuable upon the exercise of this Warrant. The Company
covenants that all shares of Common Stock which shall be so
issuable shall be duly and validly issued and fully-paid and
non-assessable.
1.4
Cashless Exercise . At any time during the
Warrant Exercise Term the Holder may effect a Cashless Exercise by
surrendering this Warrant to the Company and noting on the Exercise
Notice that the Holder wishes to effect a Cashless Exercise, upon
which the Company shall issue to the Holder the number of Warrant
Shares determined as follows:
X = the number
of Warrant Shares to be issued to the Holder;
Y = the number
of Warrant Shares with respect to which this Warrant is being
exercised;
A = the Market
Price (as defined in below) as of the Exercise Date; and
As used herein,
the term “Market Price” means, as of a particular date,
the average of the closing price for the ten (10) consecutive
trading days occurring immediately prior to (but not including)
such date, as reported in the principal market on which the
Company’s Common Stock is traded. For purposes of
Rule 144, it is intended and acknowledged that the Warrant Shares
issued in a Cashless Exercise transaction shall be deemed to have
been acquired by the Holder, and the holding period for the Warrant
Shares required by Rule 144 shall be deemed to have been commenced,
on the date this Warrant was originally issued by the
Company.
2.
Adjustments and Extraordinary
Events
2.1
Stock Dividends, Subdivisions, Reclassifications or
Combinations . If the Corporation shall (A) declare
a dividend or make a distribution on its Common Stock in shares of
its Common Stock, (B) subdivide or reclassify the outstanding
shares of Common Stock into a greater number of shares, or (C)
combine or reclassify the outstanding Common Stock into a smaller
number of shares, the Exercise Price in effect at the time of the
record date for such dividend or distribution or the effective date
of such subdivision, combination or reclassification shall be
proportionately adjusted. Any adjustment made herein which results
in a decrease (or increase) in the Exercise Price shall also effect
a proportional increase (or decrease) in the number of shares of
Common Stock into which this Warrant is exercisable. Successive
adjustments in the Exercise Price shall be made whenever any event
specified above shall occur.
2.2
Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its
capital, reclassify its capital stock, consolidate or merge with or
into another corporation (where the Company is not the surviving
corporation or where there is a change in or distribution with
respect to the Common Stock of the Company), or sell, transfer or
otherwise dispose all or substantially all of its property, assets
or business to another corporation and, pursuant to the terms of
such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or
acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants
or other subscription or purchase rights) in addition to or in lieu
of common stock of the successor or acquiring corporation
(“Other Property”), are to be received by or
distributed to the holders of Common Stock of the Company, then the
Holder shall have the right thereafter to receive, upon exercise of
this Warrant, the number of shares of common stock of the successor
or acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result of
such reorganization, reclassification, merger, consolidation or
disposition of assets by a Holder of the number of shares of Common
Stock for which this Warrant is exercisable immediately prior to
such event. In case of any such reorganization, reclassification,
merger, consolidation or disposition of assets
(“Extraordinary Transaction”), the successor or
acquiring corporation (if other than the Company) shall expressly
assume the due and punctual observance and performance of each and
every covenant and condition of this Warrant to be performed and
observed by the Company and all the obligations and liabilities
hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board
of Directors of the Company) in order to provide for adjustments of
Warrant Shares for which this Warrant is exercisable which shall be
as nearly equivalent as practicable to the adjustments provided for
in this Section 2.2 . As soon as commercially
practicable following the Extraordinary Transaction, the successor
or acquiring corporation (if other than the Company), shall deliver
to Holder a new warrant in repacement of this Warrant consistent
with the provisions referenced in the immediately preceding
sentence against receipt by such successor or acquiring corporation
of the original of this Warrant. For purposes of this
Section 2.2 , “common stock of the successor or
acquiring corporation” shall include stock of such
corporation of any class which is not preferred as to dividends or
assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences
of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either
immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing
provisions of this Section 2.2 shall similarly apply to
successive reorganizations, reclassifications, mergers,
consolidations or di
|
