NEITHER THIS WARRANT NOR THE COMMON STOCK WHICH MAY BE ACQUIRED
UPON THE EXERCISE HEREOF (“WARRANT SHARES”), AS OF THE
DATE OF ISSUANCE HEREOF, HAS BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE
SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAW, OR
IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION UNDER THE ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.
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No. W-[number]
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For the
Purchase of [ ]
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shares
of Common Stock
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WARRANT FOR THE
PURCHASE OF
SHARES OF COMMON STOCK
OF JESUP & LAMONT, INC.
(A Florida corporation)
Jesup
& Lamont, Inc., a Florida corporation (the
“Company”), hereby certifies that for value
received:
[investor name and address]
or registered assigns (“Registered Holder”), is
entitled, subject to the terms set forth below, to purchase from
the Company, at any time or from time to time during the period
commencing on [date six months after warrant issue date], and
ending at 5:00 p.m. on [date five years after warrant issue date],
(the “Expiration Date”), [number of shares] fully paid
and non assessable shares of Common Stock (subject to adjustment as
provided herein), $0.01 par value, of the Company (“Common
Stock”), at a per share purchase price of $[120% of closing
price of the Common Stock on the NYSE Alternext US on the date of
the Agreement]. The number of shares of Common Stock purchasable
upon exercise of this Warrant, and the purchase price per share,
each as adjusted from time to time pursuant to the provisions of
this Warrant, are hereinafter referred to as the “Warrant
Shares” and the “Purchase Price”,
respectively.
1.
Exercise of Warrants . The Registered Holder of any Warrant
Certificate may exercise the Warrants, in whole or in part,
starting on [date six months after warrant issue date], at any time
or from time to time at or prior to the close of business, on the
Expiration Date, at which time the Warrant Certificates shall be
and become wholly void and of no value. Warrants may be exercised
by their holders as follows:
(a) This
Warrant may be exercised by Registered Holder, in whole or in part,
by the surrender of this Warrant (with the Notice of Exercise Form
attached hereto as Exhibit I duly executed by Registered Holder) at
the principal office of the Company, or at such other office or
agency as the Company may designate, accompanied by payment in full
of an amount equal to
the then applicable Purchase Price multiplied by the number of
Warrant Shares then being purchased upon such exercise.
(b) Payment
may be made either in lawful money of the United States or by
surrender of an outstanding note made by the Company and payable to
the Registered Holder with a balance of principal plus accrued and
unpaid interest to the date of surrender equal to the payment
required. Each exercise of this Warrant shall be deemed to have
been effected immediately prior to the close of business on the day
on which this Warrant shall have been surrendered to the Company as
provided in subsection l (a) above. At such time, the person or
persons in whose name or names any certificates for Warrant Shares
shall be issuable upon such exercise as provided in subsection l
(c) below shall be deemed to have become the holder or holders of
record of the Warrant Shares represented by such certificates.
(c) If
at any time after one year from the date of issuance of this
Warrant there is no effective Registration Statement registering,
or no current prospectus available for, the resale of the Warrant
Shares by the Registered Holder at a time when a Registration
Statement is effective pursuant to Section 6(g) of the Subscription
Agreement dated October [ ], 2008 by and among the Company and the
subscribers thereto (subject to any grace periods specified
therein), then this Warrant may also be exercised at such time by
means of a “cashless exercise” in which the Registered
Holder shall be entitled to receive a certificate for the number of
Warrant Shares equal to the quotient obtained by dividing [(A-B)
(X)] by (A), where:
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(A) = the Closing Price (as defined below) on
the Trading Day immediately
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preceding
the date of such election;
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(B) = the Exercise Price of this Warrant, as
adjusted; and
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(X) = the number of Warrant Shares issuable
upon exercise of this Warrant in
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accordance
with the terms of this Warrant by means of a cash exercise
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rather than
a cashless exercise.
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“ Closing Price ” means on any particular
date (a) the last reported closing bid price per share of Common
Stock on such date on the Trading Market (as defined below) (as
reported by Bloomberg L.P. at 4:15 p.m. (New York City time)), or
(b) if there is no such price on such date, then the closing bid
price on the Trading Market on the date nearest preceding such date
(as reported by Bloomberg L.P. at 4:15 p.m. (New York City time)),
or (c) if the Common Stock is not then listed or quoted on the
Trading Market and if prices for the Common Stock are then reported
in the “pink sheets” published by Pink Sheets LLC (or a
similar organization or agency succeeding to its functions of
reporting prices), the most recent bid price per share of the
Common Stock so reported, or (d) if the shares of Common Stock are
not then publicly traded the fair market value of a share of Common
Stock as determined by an appraiser that is, in the reasonable
judgment of the Board of Directors of the Company, qualified to
perform the task for which such firm has been engaged hereunder, is
disinterested and independent with respect to the Company and its
affiliates and is reasonably acceptable to the Registered
Holder.
“ Trading Market ” means the following
markets or exchanges on which the Common Stock is listed or quoted
for trading on the date in question: the NYSE Alternext US, the
Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global
Select Market or the New York Stock Exchange.
(d) As
soon as practicable after the exercise of the purchase right
represented by this Warrant, but in no case later than 5 business
days after the Notice of Exercise is delivered to the Company, the
Company at its expense will use its best efforts to cause to be
issued in the name of, and delivered to, Registered Holder, or,
subject to the terms and conditions hereof, to such other
individual or entity as Registered Holder (upon payment by
Registered Holder of any applicable transfer taxes) may direct, a
certificate or certificates for the number of full shares of
Warrant Shares to which Registered Holder shall be entitled upon
such exercise plus, in lieu of any fractional share to which
Registered Holder would otherwise be entitled, cash in an amount
determined pursuant to Section 3 hereof.
(e) As
soon as practicable after the exercise of the purchase right
represented by this Warrant, but in no case later than 5 business
days after the Notice of Exercise is delivered to the Company, the
Company at its expense will use its best efforts to cause to be
issued in the name of, and delivered to, Registered Holder, or,
subject to the terms and conditions hereof, to such other
individual or entity as Registered Holder (upon payment by
Registered Holder of any applicable transfer taxes) may direct:
(i) a certificate or
certificates for the number of full shares of Warrant Shares to
which Registered Holder shall be entitled upon such exercise plus,
in lieu of any fractional share to which Registered Holder would
otherwise be entitled, cash in an amount determined pursuant to
Section 3 hereof; and
(ii) in case such
exercise is in part only, a new warrant or warrants (dated the date
hereof) of like tenor, stating on the face or faces thereof the
number of shares currently stated on the face of this Warrant
(subject to adjustment as provided herein) minus the number of such
shares purchased by Registered Holder upon such exercise as
provided in subsection l(a) above.
(f) In
case the registered holder of any Warrant certificate shall
exercise fewer than all of the Warrants evidenced by such
certificate, the Company shall promptly countersign and deliver to
the registered holder of such certificate, or to his duly
authorized assigns, a new certificate evidencing the number of
Warrants that were not so exercised.
(g) Each
person in whose name any certificate for securities is issued upon
the exercise of Warrants shall for all purposes be deemed to have
become the holder of record of the securities represented thereby
as of, and such certificate shall be dated, the date upon which the
Warrant certificate was duly surrendered in proper form and payment
of the Purchase Price (and of any applicable taxes or other
governmental charges) was made; provided, however, that if the date
of such surrender and payment is a date on which the stock transfer
books of the Company are closed, such person shall be deemed to
have become the record holder of such shares as of, and the
certificate for such shares shall be dated, the next succeeding
business day on which the
stock transfer books of the Company are open (whether before, on
or after the Expiration Date) and the Company shall be under no
duty to deliver the certificate for such shares until such date.
The Company covenants and agrees that it shall not cause its stock
transfer books to be closed for a period of more than 10
consecutive business days except upon consolidation, merger, sale
of all or substantially all of its assets, dissolution or
liquidation or as otherwise provided by law. The Company shall pay
all documentary, stamp or other transactional taxes attributable to
the issuance or delivery of shares upon exercise of the
Warrants.
2.
Adjustments .
(a)
Split, Subdivision or Combination of Shares . If the
outstanding shares of the Company’s Common Stock at any time
while this Warrant remains outstanding and unexpired shall be
subdivided or split into a greater number of shares, or a dividend
in Common Stock shall be paid in respect of Common Stock, the
Purchase Price in effect immediately prior to such subdivision or
at the record date of such dividend, simultaneously with the
effectiven
