NEITHER
THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE
SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES
COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS 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. THESE SECURITIES AND THE SECURITIES ISSUABLE
UPON EXERCISE OF THESE SECURITIES MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH
SECURITIES.
STRATOS RENEWABLES CORPORATION
WARRANT
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Warrant
No. ______
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Date
of Issuance: April 18,
2008
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Stratos
Renewables Corporation, a Nevada corporation (the
“
Company ”),
hereby certifies that, for value received, ____________________ or
its registered assigns (the “
Holder ”),
is entitled to purchase from the Company up to a total of 67,857
shares of common stock, $.001 par value (the “
Common Stock ”),
of the Company (each such share, a “
Warrant Share ”
and all such shares, the “
Warrant Shares ”)
at an exercise price equal to $0.75 per share (as adjusted from
time to time as provided in
Section 8 )
(the “
Exercise Price ”),
at any time and from time to time from and after the date hereof
and through and including April 18, 2013 (the “
Expiration Date ”),
and subject to the following terms and conditions.
1.
Registration of Warrant .
The Company shall register this Warrant, upon records to be
maintained by the Company for that purpose (the “
Warrant Register ”),
in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Warrant as
the absolute owner hereof for the purpose of any exercise hereof or
any distribution to the Holder, and for all other purposes, absent
actual notice to the contrary.
2.
Registration of Transfers .
The Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant,
with the Form of Assignment attached hereto duly completed and
signed, to the Company at its address specified herein. Upon any
such registration or transfer, a new Warrant to purchase Common
Stock, in substantially the form of this Warrant (any such new
Warrant, a “
New Warrant ”),
evidencing the portion of this Warrant so transferred shall be
issued to the transferee and a New Warrant evidencing the remaining
portion of this Warrant not so transferred, if any, shall be issued
to the transferring Holder. The acceptance of the New Warrant by
the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations of a holder of a
Warrant. Warrants and Warrant Shares may only be disposed of in
compliance with state and federal securities laws. In connection
with any transfer of Warrant Shares other than pursuant to an
effective registration statement, to the Company, to an Affiliate
of a Holder or in connection with a bona pledge as contemplated in
this Section 2, the Company may require the transferor thereof to
provide to the Company an opinion of counsel selected by the
transferor, the form and substance of which opinion shall be
reasonably satisfactory to the Company, to the effect that such
transfer does not require registration under the Securities Act.
The Company acknowledges and agrees that a Holder may from time to
time pledge pursuant to a bona fide margin agreement or grant a
security interest in some or all of the Warrant and Warrant Shares
and, if required under the terms of such arrangement, the Holder
may transfer pledged or secured Warrant and Warrant Shares to the
pledgees or secured parties. Such a pledge or transfer is not
subject to approval of the Company and no legal opinion of the
pledgee, secured party or pledgor shall be required in connection
therewith. Further, no notice shall be required of such
pledge.
3.
Exercise and Duration of Warrants .
This Warrant shall be exercisable by the registered Holder, in
whole or in part, at any time and from time to time on or after the
date hereof to and including the Expiration Date. At 5:00 p.m., Las
Vegas time on the Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no
value.
4.
Delivery of Warrant Shares .
Upon delivery of the Form of Election to Purchase to the Company
(with the attached Warrant Shares Exercise Log) at its address for
notice set forth in Section 11 and upon payment of the Exercise
Price multiplied by the number of Warrant Shares that the Holder
intends to purchase hereunder the Company shall promptly issue and
deliver to the Holder, a certificate for the Warrant Shares
issuable upon such exercise with the appropriate legend. Any Person
so designated by the Holder to receive Warrant Shares shall be
deemed to have become holder of record of such Warrant Shares as of
the Date of Exercise of this Warrant. As used in this Agreement, a
“
Date of Exercise ”
means the date on which the Holder shall have delivered to the
Company (i) the Form of Election to Purchase attached hereto (with
the Warrant Exercise Log attached to it), appropriately completed
and duly signed and (ii) payment of the Exercise Price for the
number of Warrant Shares so indicated by the Holder to be
purchased.
5.
Charges, Taxes and Expenses .
Issuance and delivery of certificates for shares of Common Stock
upon exercise of this Warrant shall be made without charge to the
Holder for any issue or transfer tax, withholding tax, transfer
agent fee or other incidental tax or expense in respect of the
issuance of such certificates, all of which taxes and expenses
shall be paid by the Company; 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 registration of any
certificates for Warrant Shares or Warrants in a name other than
that of the Holder. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring
this Warrant or receiving Warrant Shares upon exercise
hereof.
6.
Replacement of Warrant .
If this Warrant is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and
substitution for and upon cancellation hereof, or in lieu of and
substitution for this Warrant, a New Warrant, but only upon receipt
of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity, if
requested. Applicants for a New Warrant under such circumstances
shall also comply with such other reasonable regulations and
procedures and pay such other reasonable third-party costs as the
Company may prescribe.
7.
Reservation of Warrant Shares .
The Company covenants that it will at all times reserve and keep
available out of the aggregate of its authorized but unissued and
otherwise unreserved Common Stock, solely for the purpose of
enabling it to issue Warrant Shares upon exercise of this Warrant
as herein provided, the number of Warrant Shares which are then
issuable and deliverable upon the exercise of this entire Warrant,
free from preemptive rights or any other contingent purchase rights
of persons other than the Holder (taking into account the
adjustments and restrictions of
Section 8 ).
The Company covenants that all Warrant Shares so issuable and
deliverable shall, upon issuance and the payment of the applicable
Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and
nonassessable.
8.
Certain Adjustments .
The Exercise Price and number of Warrant Shares issuable upon
exercise of this Warrant are subject to adjustment from time to
time as set forth in this
Section 8 .
(a)
Stock Dividends and Splits .
If the Company, at any time while this Warrant is outstanding, (i)
pays a stock dividend on its Common Stock or otherwise makes a
distribution on any class of capital stock that is payable in
shares of Common Stock, (ii) subdivides outstanding shares of
Common Stock into a larger number of shares, or (iii) combines
outstanding shares of Common Stock into a smaller number of shares,
then in each such case the Exercise Price shall be multiplied by a
fraction of which the numerator shall be the number of shares of
Common Stock outstanding immediately before such event and of which
the denominator shall be the number of shares of Common Stock
outstanding immediately after such event. Any adjustment made
pursuant to clause (i) of this paragraph shall become effective
immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and
any adjustment pursuant to clause (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such
subdivision or combination. If any event requiring an adjustment
under this paragraph occurs during the period that an Exercise
Price is calculated hereunder, then the calculation of such
Exercise Price shall be adjusted appropriately to reflect such
event.
(b)
Fundamental Transactions .
If, at any time while this Warrant is outstanding, (1) the Company
effects any merger or consolidation of the Company with or into
another Person, (2) the Company effects any sale of all or
substantially all of its assets in one or a series of related
transactions, (3) any tender offer or exchange offer (whether by
the Company or another Person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (4) the Company
effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively
converted into or exchanged for other securities, cash or property
(in any such case, a “
Fundamental Transaction ”),
then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the same amount and kind of securities,
cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of
the number of Warrant Shares then issuable upon exercise in full of
this Warrant (the “
Alternate Consideration ”).
For purposes of any such exercise, the determination of the
Exercise Price shall be appropriately adjusted to apply to such
Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one share of Common Stock in
such Fundamental Transaction, and the Company shall apportion the
Exercise Price among the Alternate Consideration in a
reasonable
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