Exhibit 10.2
FORM OF
WARRANT
NEITHER THIS
SECURITY NOR ANY SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF
THIS SECURITY HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY U.S. STATE
OR OTHER JURISDICTION OR ANY EXCHANGE OR SELF-REGULATORY
ORGANIZATION, IN RELIANCE UPON EXEMPTIONS FROM REGISTRATION UNDER
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SUCH OTHER LAWS
AND REQUIREMENTS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD,
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR LISTING
OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, SUCH REGISTRATION AND/OR LISTING REQUIREMENTS AS
EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH
EFFECT, THE SUBSTANCE OF WHICH WILL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
VEMICS, INC.
COMMON STOCK
WARRANT
Vemics,
Inc. , a Nevada
corporation (the “ Company ”), hereby certifies
that _______________________ , their permissible
transferees, designees, successors and assigns (collectively, the
“ Holder ”), for value received, is entitled to
purchase from the Company at any time commencing on the date hereof
(the “ Effective Date ”), and terminating on the
5 th
anniversary of such date (the
“ Termination Date ”) up to _________ shares
(each, a “ Share ” and collectively the “
Shares ”) of the Company’s common stock, par
value $0.001 per Share (the “ Common Stock ”),
at an exercise price per Share equal to $0.05 (the “
Exercise Price ”). The number of Shares
purchasable hereunder and the Exercise Price are subject to
adjustment as provided in Section 4 hereof.
1.
Method of Exercise; Payment.
(a)
Cash Exercise . The purchase rights represented
by this Warrant may be exercised, for cash only, by the Holder, in
whole or in part, at any time, or from time to time, by the
surrender of this Warrant (with the notice of exercise form (the "
Notice of Exercise ") attached hereto as Exhibit A
duly executed) at the principal office of the Company, and by
payment to the Company of an amount equal to the Exercise
Price multiplied by the number of the Shares being purchased, which
amount may be paid, at the election of the Holder,
by wire transfer or certified check payable to the order
of the Company. The person or persons in whose name(s) any
certificate(s) representing Shares shall be issuable upon
exercise of this Warrant shall be deemed to have become the
holder(s) of record of, and shall be treated for all purposes as
the record holder(s) of, the Shares represented thereby (and such
Shares shall be deemed to have been issued) immediately prior to
the close of business on the date or dates upon which this Warrant
is exercised.
(b)
Forced Exercise . In the event the
Company’s Common Stock shall trade at least 50,000 shares per
day at an average price of at least $.75 per share for a period of
20 consecutive trading days, then the Company shall have the right
to require the Holder to exercise this Warrant in its
entirety. Notwithstanding the foregoing, the Company
shall only have a right to require the Holder to exercise this
Warrant to the extent that the shares of Common Stock issuable upon
exercise hereof are either registered for resale under the
Securities Act or may be sold without restriction based upon
exemption from the Federal securities laws. The Company
shall have a period of five days from the Trigger Event to give
notice to the holder electing to force the exercise of this
Warrant. The Holder will then have a period of 30
calendar days in which to exercise this Warrant and pay the
exercise price to the Company.
(c)
Stock Certificates . In the event of any exercise
of the rights represented by this Warrant, as promptly as
practicable after this Warrant is surrendered and delivered to the
Company along with all other appropriate documentation on or after
the date of exercise and in any event within ten (10) days
thereafter, the Company at its expense shall issue and deliver to
the person or persons entitled to receive the same a certificate or
certificates for the number of Shares issuable upon such
exercise. In the event this Warrant is exercised in
part, the Company at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of Shares for
which this Warrant may then be exercised.
(d)
Taxes . The issuance of the Shares upon the
exercise of this Warrant, and the delivery of certificates or other
instruments representing such Shares, shall be made without charge
to the Holder for any tax or other charge in respect of such
issuance.
(a)
Exchange, Transfer and Replacement . At any time
prior to the exercise hereof, this Warrant may be exchanged upon
presentation and surrender to the Company, alone or with other
warrants of like tenor of different denominations registered in the
name of the same Holder, for another warrant or warrants of like
tenor in the name of such Holder exercisable for the aggregate
number of Shares as the warrant or warrants surrendered.
(b)
Replacement of Warrant
. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction, or mutilation of this
Warrant and, in the case of any such loss, theft, or destruction,
upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the Company, or, in the case of any such
mutilation, upon surrender and cancellation of this Warrant, the
Company, at its expense, will execute and deliver in lieu thereof,
a new Warrant of like tenor.
(c)
Cancellation; Payment of Expenses . Upon the
surrender of this Warrant in connection with any transfer, exchange
or replacement as provided in this Section 2 , this Warrant
shall be promptly canceled by the Company. The Holder
shall pay all taxes and all other expenses (including legal
expenses, if any, incurred by the Holder or transferees) and
charges payable in connection with the preparation, execution and
delivery of Warrants pursuant to this Section 2 .
(d)
Warrant Register . The Company shall maintain, at
its principal executive offices (or at the offices of the transfer
agent for the Warrant or such other office or agency of the Company
as it may designate by notice to the holder hereof), a register for
this Warrant (the “ Warrant Register ”), in
which the Company shall record the name and address of the person
in whose name this Warrant has been issued, as well as the name and
address of each transferee and each prior owner of this
Warrant.
3.
Rights and Obligations of Holders of this Warrant
. The Holder of this Warrant shall not, by virtue
hereof, be entitled to any rights of a stockholder in the Company,
either at law or in equity; provided , however , that
in the event any certificate representing shares of Common Stock or
other securities is issued to the holder hereof upon exercise of
this Warrant, such holder shall, for all purposes, be deemed to
have become the holder of record of such Common Stock on the date
on which this Warrant, together with a duly executed Election to
Purchase, was surrendered and payment of the aggregate Exercise
Price was made, irrespective of the date of delivery of such Common
Stock certificate.
(a)
Stock Dividends, Reclassifications, Recapitalizations, Etc.
While this Warrant is outstanding, in the event the
Company: (i) pays a dividend in Common Stock or
makes a distribution in Common Stock, (ii) subdivides its
outstanding Common Stock into a greater number of shares,
(iii) combines its outstanding Common Stock into a smaller
number of shares or (iv) increases or decreases the number of
shares of Common Stock outstanding by reclassification of its
Common Stock (including a recapitalization in connection with a
consolidation or merger in which the Company is the continuing
corporation), then (1) the Exercise Price on the record date
of such division or distribution or the effective date of such
action shall be adjusted by multiplying such Exercise Price by a
fraction, the numerator of which is the number of shares of Common
Stock outstanding immediately before such event and the denominator
of which is the number of shares of Common Stock outstanding
immediately after such event, and (2) the number of shares of
Common Stock for which this Warrant may be exercised immediately
before such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the Exercise Price immediately
before such event and the denominator of which is the Exercise
Price immediately after such event.
(b)
Combination: Liquidation . While this Warrant is
outstanding, (i) In the event of a Combination (as defined
below), each Holder shall have the right to receive upon exercise
of the Warrant the kind and amount of shares of capital stock or
other securities or property which such Holder would have been
entitled to receive upon or as a result of such Combination had
such Warrant been exercised immediately prior to such event
(subject to further adjustment in accordance with the terms
hereof). Unless paragraph (ii) is applicable to a
Combination, the Company shall provide that the surviving or
acquiring Person (the “ Successor Company ”) in
such Combination will assume by written instrument the obligations
under this Section 4 and the obligations to deliver to
the Holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, the Holder may be
entitled to acquire. “ Combination ” means an
event in which the Company consolidates with, mergers with or into,
or sells all or substantially all of its assets to another Person,
where “ Person ” means any individual,
corporation, partnership, joint venture, limited liability company,
association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision
thereof or any other enti
