THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") IN RELIANCE UPON REGULATION S
PROMULGATED UNDER THE SECURITES ACT. TRANSFER OF THESE SECURITIES
IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SUCURITIES ACT, OR
PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING
TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.
WARRANT
Marani Brands, Inc.
(Incorporated under the laws of the State of Nevada)
THIS
IS TO CERTIFY that, for value received,
___________________________________________, an entity formed under
the laws of ____________, or its assigns (the "Holder") is
entitled, subject to the terms and conditions set forth herein, to
purchase from Marani Brands, Inc. (f/k/a Fit For Business
International, Inc.), a Nevada corporation (the "Company") an
aggregate of ______________________________________(__________)
fully paid and nonassessable shares of common stock (the "Common
Stock") of the Company (the "Warrant Securities") at the exercise
price of $0.35 per share, subject to adjustment as provided in
Section 3 below, (the "Exercise Price"), upon payment by cashier's
check or wire transfer of the Exercise Price for such shares of the
Common Stock to the Company at the Company's offices.
1.
Exercisability . This Warrant may be exercised
beginning on the date hereof, in whole or in part, and up to the
date which is three (3) years from the date hereof (the "Exercise
Period"), by presentation and surrender hereof to the Company of a
notice of election to purchase duly executed and accompanied by
payment by check or wire transfer of the Exercise Price.
2.
Manner
of Exercise . In case of the purchase of less than all the
Warrant Securities, at the request of the Holder the Company shall
cancel this Warrant upon the surrender hereof and shall execute and
deliver a new warrant of like tenor for the balance of the Warrant
Securities. Upon the exercise of this Warrant, the issuance of
certificates for securities, properties or rights underlying this
Warrant shall be made forthwith (and in any event within five (5)
business days thereafter) without charge to the Holder including,
without limitation, any tax that may be payable in respect of the
issuance thereof; provided, however, that the Company shall not be
required to pay any tax in respect of income or capital gain of the
Holder.
If
and to the extent this Warrant is exercised, in whole or in part,
the Holder shall be entitled to receive a certificate or
certificates representing the Warrant Securities so purchased, upon
presentation and surrender to the Company of the form of election
to purchase attached hereto duly executed, delivery of this
Warrant, and accompanied by payment of the purchase price.
Page 1 of 5
3.
Adjustment
in Number of Shares .
(A)
Adjustment for Reclassifications . In case at any time or
from time to time after the issue date the holders of the Common
Stock of the Company (or any shares of stock or other securities at
the time receivable upon the exercise of this Warrant) shall have
received, or, on or after the record date fixed for the
determination of eligible stockholders, shall have become entitled
to receive, without payment therefore, other or additional stock or
other securities or property (including cash) by way of stock
split, spin-off, reclassification, combination of shares or similar
corporate rearrangement (exclusive of any stock dividend of its or
any subsidiary's capital stock), then and in each such case the
Holder of this Warrant, upon the exercise hereof as provided in
Section 2, shall be entitled to receive the amount of stock and
other securities and property which such Holder would hold on the
date of such exercise if on the issue date he had been the holder
of record of the number of shares of Common Stock of the Company
called for on the face of this Warrant and had thereafter, during
the period from the issue date, to and including the date of such
exercise, retained such shares and/or all other or additional stock
and other securities and property receivable by him as aforesaid
during such period, giving effect to all adjustments called for
during such period. In the event of any such adjustment, the
Exercise Price shall be adjusted proportionally.
(B)
Adjustment for Reorganization, Consolidation, Merger . In
case of any reorganization of the Company (or any other corporation
the stock or other securities of which are at the time receivable
on the exercise of th
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