NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE
SECURITIES INTO WHICH THIS WARRANT MAY BE EXERCISABLE HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
OF ANY STATE AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT
REGISTRATION UNDER SUCH LAWS OR PURSUANT TO AN EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO
THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY.
STOCK PURCHASE WARRANT
For the purchase of 1,000,000 shares of Common Stock
of
COMMAND CENTER, INC.
(A Washington Corporation)
THIS
CERTIFIES THAT, for value received, Sonoran Pacific Resources,
LLP (the "Holder") as registered owner of this Warrant, is
entitled, at any time or from time-to-time from the date of
the Warrant through July 1, 2011, to subscribe for, purchase
and receive 1,000,000 fully paid and nonassessable shares of
the Common Stock (the "Common Stock") of Command Center, Inc.,
a Washington corporation (the "Company"), at the price of
$0.45 per share (the "Exercise Price"), upon presentation and
surrender of this Warrant and upon payment of the Exercise
Price. Upon the occurrence of any of the events specified in
the Statement of Rights of Warrant Holders, a copy of which is
attached as Annex I hereto and by this reference incorporated
herein, the rights granted by this Warrant shall be adjusted
as therein specified. If the rights represented hereby have
not been exercised on or before 5:00 p.m. Pacific Time on July
1, 2011 this Warrant shall be void without further force or
effect and all rights represented hereby shall cease and
expire.
This
Warrant may be assigned by the Holder, in whole or in part, by
execution by the Holder of the form of assignment hereinafter
provided for. In the event of any assignment made as
aforesaid, the Company, shall transfer this Warrant on the
books of the company and shall execute and deliver a new
Warrant or Warrants of like tenor to the appropriate
assignee.
This
Warrant may be exercised in accordance with its terms in whole
or in part. In the event of the exercise in part only, the
Company shall cause to be delivered to the Holder a new
Warrant of like tenor to this Warrant in the name of the
Holder evidencing the right of the holder to purchase the
number of shares of the Common Stock as to which this Warrant
has not been exercised.
In
no event shall this Warrant (or the shares of the Common Stock
issuable upon full or partial exercise hereon) be offered or
sold except in conformity with the Securities Act of 1933, as
amended, and applicable state securities laws.
IN
WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its duly authorized officers and to be sealed with
the seal of the Company this 24 day of June,
2008.
COMMAND
CENTER, INC.
______________________________
Glenn
Welstad, President
Attest:
______________________________
Brad
E. Herr, Secretary
ANNEX I
TO STOCK PURCHASE WARRANT
COMMAND CENTER, INC.
STATEMENT OF RIGHTS OF WARRANT HOLDERS
(a)
In the event, prior to the expiration of this Warrant by
exercise or by its terms, the Company shall issue any shares
of its Common Stock as a stock dividend or shall subdivide the
number of outstanding shares of its Common Stock into a
greater number of shares, then, in either of such events, the
then applicable Exercise Price per share of the shares of
Common Stock purchasable pursuant to this Warrant in effect at
the time of such action shall be reduced proportionately and
the number of shares of the Common Stock at that time
purchasable pursuant to this Warrant shall be increased
proportionately; and, conversely, in the event that the
Company shall reduce the number of outstanding shares of its
Common Stock by combining such shares into a smaller number of
shares, then, in such event, the then applicable Exercise
Price per share of the shares of Common Stock purchasable
pursuant to this Warrant in effect at the time of such action
shall be increased proportionately and the number of shares of
Common Stock at that time purchasable pursuant to this Warrant
proportionately shall be decreased. Any dividend paid or
distributed upon the Common Stock in shares of any other class
of the Company or security convertible into shares of the
Common Stock shall be treated as a dividend paid in shares of
the Common Stock to the extent that shares of the Common Stock
are issuable upon the conversion thereof.
(b)
In the event, prior to the expiration of this Warrant by its
exercise or by its terms, the Company shall be recapitalized
by reclassifying its outstanding Common Stock into shares with
a different par value, or by changing its outstanding Common
Stock to shares without par value, or in the event the Company
or a successor corporation shall consolidate or merge with or
convey all or substantially all of its or of any successor
corporation's property and assets to any other corporation or
corporations, or in the event of any other material change of
the capital structure of the Company or of any successor
corporation by reason of any reclassification, reorganization,
recapitalization, consolidation, merger, conveyance or
otherwise, then as a condition of any such reclassification,
reorganization,
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