Exhibit 4.5
WARRANT PURCHASE
AGREEMENT
THIS WARRANT PURCHASE AGREEMENT (the " Agreement ") is
made and entered into as of ___________, 2006, by and between
PLATINUM RESEARCH ORGANIZATION, INC., a Nevada corporation having
an office at 1917 West 4 th Avenue, Suite 421, Vancouver
B.C. V6J 1M7 (" Platinum "), and Investa Corporation, a
________ corporation having an office at ____________________ (the
" Purchaser ").
Platinum desires to sell and the Purchaser desires to purchase a
warrant (the " Warrant ") to purchase 2,500,000 shares of
Platinum's Common Stock (the " Warrant Shares ") at a
purchase price of $0.24 per share substantially in the form
attached hereto as Exhibit "A" on the terms and conditions set
forth herein.
In consideration of the mutual promises contained herein, the
parties hereto agree as follows:
1. STOCK PURCHASE .
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Subject to the terms and conditions of this Agreement, the
Purchaser agrees to purchase a Warrant from Platinum and Platinum
agrees to sell and issue a Warrant to the Purchaser for an
aggregate purchase price of $1.00.
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The purchase and sale of the Warrant shall take place at the
offices of Venture Law Corporation, 618 - 688 West Hastings Street,
Vancouver, British Columbia V6B 1P1, or at such other time and
place as to which Platinum and Purchaser shall agree. At the
Closing, Platinum shall deliver the Warrant to the Purchaser,
against payment of the purchase price therefore by either (i)
check, or (ii) wire transfer, or (iii) cash.
2. ACCESS TO INFORMATION . The Purchaser acknowledges
that it has had access to all material information concerning
Platinum that it has requested. The Purchaser also acknowledges
that it has had the opportunity to, and has to its satisfaction,
questioned the officers of Platinum with respect to such
Purchaser's investment hereunder, and has required sufficient
information about Platinum to reach an informed and knowledgeable
decision to acquire the Warrant.
3. REPRESENTATION OF PURCHASER . The Purchaser represents
that it understands that the Warrant and the Warrant Shares are
speculative investments, that it is aware of Platinum's business
affairs and financial condition, and that it has acquired
sufficient information about Platinum to reach an informed and
knowledgeable decision to acquire the Warrant. The Purchaser
represents and warrants that it is purchasing the Warrant and any
Warrant Shares issued upon exercise thereof for investment for its
own account only and not with a view to, or for resale in
connection with, any "distribution" thereof within the meaning of
the Securities Act of 1933, as amended (the " Securities Act
"), or applicable state securities laws. The Purchaser further
represents that it understands that neither the Warrant nor the
Warrant Shares have been registered under the Securities Act or
applicable state securities laws by reason of specific exemptions
therefrom, which exemptions depend upon, among other things, the
bona fide nature of Purchaser's investment intent as expressed
herein. The Purchaser represents that it understands that the
Warrant and any Warrant Shares issued upon exercise thereof must be
held indefinitely unless such securities are subsequently
registered under the Securities Act and all applicable state
securities laws and regulations or an exemption from such
registration or qualification is available, and that Platinum is
under no obligation to register or qualify such securities.
4. REGISTRATION RIGHTS . Platinum agrees that the Warrant
Shares, shall be subject to the registration rights set forth in
the registration rights agreement attached hereto as Exhibit
"B".
5. CONDITIONS OF PLATINUM'S ISSUANCE . Platinum's
obligation to issue the Warrant is subject to the satisfaction of
each of the following conditions, or Platinum's written waiver
thereof:
a. Representations and Warranties .
The representations and warranties of Purchaser contained in
Section 2 and 3 shall be true and correct.
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Approvals and Qualifications . All authorizations, approvals
or permits, if any, of any governmental authority or regulatory
body that are required at this time in connection with the lawful
issuance and sale of the Warrant pursuant to this Agreement, and
the issuance of Shares shall have been duly obtained and be in
effect.
6. NO BROKERS OR FINDERS . No person, firm or corporation
has or will have, as a result of any act or omission by any
Purchaser, any right, interest or valid claim against such
Purchaser or Platinum for any commission, fee or other compensation
as a finder or broker, or in any similar capacity, in connection
with the transactions contemplated by this Agreement.
7. LEGENDS . The Purchaser acknowledges and understands
that the instruments evidencing the Warrant and any certificates
evidencing the Warrant Shares (and Common Stock issuable upon
conversion thereof) shall bear the legends as specified in the
Warrant in the form attached hereto as Exhibit A (and any other
legends required under state, provincial or federal securities laws
in the opinion of legal counsel for Platinum).
8. GENERAL PROVISIONS .
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This Agreement represents the entire agreement between Platinum and
Purchaser regarding the subject matter hereof, supersedes all prior
agreements and understanding, and may only be amended in a writing
signed by Platinum and the Purchaser.
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This Agreement shall bind and benefit the successors, assigns,
heirs, executors and administrators of the parties. The rights of
the Purchaser under this Agreement may not be assigned without the
written consent of Platinum.
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In all respects, including all matters of construction, validity
and performance, this Security Agreement and the Secured
Obligations arising hereunder shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware,
without regard to the principles thereof regarding conflict of
laws, except to the extent that the UCC provides for the
application of the law of either Grantor's state. Each party agrees
that all legal proceedings concerning the interpretations,
enforcement and defense of the transactions contemplated by this
Agreement (whether brought against a party hereto or its respective
affiliates, directors, officers, shareholders, employees or agents)
shall be commenced in the state and federal courts sitting in the
City of New York, Borough of Manhattan (the " New York
Courts "). Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the New York Courts for the adjudication
of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein (including with
respect to the enforcement of any term the Agreement), and hereby
irrevocably waives, and agrees not to assert in any suit, action or
proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, or such New York Courts are
improper or inconvenient venue for such proceeding.
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The Agreement may be executed in counterparts, each of which shall
be an original, but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
Warrant Purchase Agreement as of the day and year first set forth
above.
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PLATINUM RESEARCH ORGANIZATION,
INC.
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____________________________________
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By: Cecelia Pineda, President & C.E.O.
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INVESTA CORPORATION
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____________________________________
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By:
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EXHIBIT "A"
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OFFERED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE APPLICABLE SECURITIES LAWS OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE CORPORATION STATING THAT SUCH REGISTRATION IS NOT
REQUIRED.
SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT
SHALL BECOME VOID AFTER 5:00 P.M. EASTERN TIME ON ______ ___, 2009
("EXPIRATION DATE").
PLATINUM RESEARCH
ORGANIZATION, INC.
WARRANT TO PURCHASE
______ SHARES OF
COMMON STOCK, $0.001
PAR VALUE PER SHARE ("COMMON STOCK")
Series One
Warrant Certificate No . W 2006-10-0000
Number of Warrants : _____________
Holder : ____________________
Expiration Date :
____, 2009
Address : ___________________
___________________
___________________
Exercise Price Per Share : US $ 0.24
For identification only. The governing terms of this Warrant are
set forth below.
_______________________________________________________________________________________________________________________________
For VALUE RECEIVED, _____________________ ("
Warrantholder "), is entitled to purchase, subject to the
provisions of this Warrant, from Platinum Research Organization,
Inc., a Nevada corporation (" Corporation "), at any time
not later than 5:00 P.M., Eastern time, on _________, 2009 (the "
Expiration Date "), at an exercise price per share equal to
$0.24 (the exercise price in effect being herein called the "
Warrant Price "), _________ shares (" Warrant Shares
") of Common Stock. The number of Warrant Shares purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to
adjustment from time to time as described herein.
Section 1. Registration . The Corporation shall maintain
books for the transfer and registration of the Warrant. Upon the
initial issuance of the Warrant, the Corporation shall issue and
register the Warrant in the name of the Warrantholder.
Section 2. Transfers . As provided herein, this Warrant
may be transferred only pursuant to a registration statement filed
under the Securities Act of 1933, as amended (" Securities
Act ") or an exemption from such registration. Subject to such
restrictions, the Corporation shall transfer this Warrant from time
to time upon the books to be maintained by the Corporation for that
purpose, upon surrender thereof for transfer properly endorsed or
accompanied by appropriate instructions for transfer and such other
documents as may be reasonably required by the Corporation to
establish that such transfer is being made in accordance with
the
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terms hereof, and a new Warrant shall be issued to the
transferee and the surrendered Warrant shall be canceled by the
Corporation.
Section 3. Exercise of Warrant . Subject to the
provisions hereof, the Warrantholder may exercise this Warrant in
whole or in part at any time upon surrender of the Warrant,
together with delivery of the duly executed Warrant exercise form
attached hereto as Appendix A (the "Exercise Agreement") and
payment by cash, certified check or wire transfer of funds (or by
cashless exercise as provided below) for the Warrant Price for that
number of Warrant Shares then being purchased, to the Corporation
during normal business hours on any business day at the
Corporation's principal executive offices (or such other office or
agency of the Corporation as it may designate by notice to the
holder hereof). The Warrant Shares so purchased shall be deemed to
be issued to the holder hereof or such holder's designee, as the
record owner of such shares, as of the close of business on the
date on which this Warrant shall have been surrendered (or evidence
of loss, theft or destruction thereof and security or indemnity
satisfactory to the Corporation shall have been provided to the
Corporation), the Warrant Price shall have been paid and the
completed Exercise Agreement shall have been delivered.
Certificates for the Warrant Shares so purchased, representing the
aggregate number of shares specified in the Exercise Agreement,
shall be delivered to the holder hereof within a reasonable time,
not exceeding seven (7) business days, after this Warrant shall
have been so exercised. The certificates so delivered shall be in
such denominations as may be requested by the holder hereof and
shall be registered in the name of such holder or such other name
as shall be designated by such holder. If this Warrant shall have
been exercised only in part, then, unless this Warrant has expired,
the Corporation shall, at its expense, at the time of delivery of
such certificates, deliver to the holder a new Warrant representing
the number of shares with respect to which this Warrant shall not
then have been exercised.
Each exercise hereof shall constitute the representation and
warranty of the Warrantholder to the Corporation that the
representations and warranties contained in Article 5 of the
Purchase Agreement (as defined below) are true and correct in all
material respects with respect to the Warrantholder as of the time
of such exercise.
Section 4. Compliance with the Securities Act of 1933 .
The Corporation may cause the legend set forth on the first page of
this Warrant to be set forth on each Warrant or similar legend on
any security issued or issuable upon exercise of this Warrant,
unless counsel for the Corporation is of the opinion as to any such
security that such legend is unnecessary.
Section 5. Payment of Taxes . The Corporation will pay
any documentary stamp taxes attributable to the initial issuance of
Warrant Shares issuable upon the exercise of the Warrant; provided,
however, that the Corporation shall not be required to pay any tax
or taxes which may be payable in respect of any transfer involved
in the issuance or delivery of any certificates for Warrant Shares
in a name other than that of the registered holder of this Warrant,
and in such case, the Corporation shall not be required to issue or
deliver any certificate for Warrant Shares or any Warrant until the
person requesting the same has paid to the Corporation the amount
of such tax or has established to the Corporation's reasonable
satisfaction that such tax has been paid. The holder shall be
responsible for income taxes due under federal, state or other law,
if any such tax is due.
Section 6. Mutilated or Missing Warrants . In case this
Warrant shall be mutilated, lost, stolen, or destroyed, the
Corporation shall issue in exchange and substitution of and upon
cancellation of the mutilated Warrant, or in lieu of and
substitution for the Warrant lost, stolen or destroyed, a new
Warrant of like tenor and for the purchase of a like number of
Warrant Shares, but only upon receipt of evidence reasonably
satisfactory to the Corporation of such loss, theft or destruction
of the Warrant, and with respect to a lost, stolen or destroyed
Warrant, reasonable indemnity or bond with respect thereto, if
requested by the Corporation.
Section 7. Reservation of Common Stock . The Corporation
hereby represents and warrants that there have been reserved, and
the Corporation shall at all applicable times keep reserved until
issued (if necessary) as contemplated by this Section 7, out of the
authorized and unissued Common Stock, sufficient shares to provide
for the exercise of the rights of purchase represented by the
Warrant. The Corporation agrees that all Warrant Shares issued upon
exercise of the Warrant shall be, at the time of delivery of
the
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certificates for such Warrant Shares, duly authorized, validly
issued, fully paid and non-assessable shares of Common Stock of the
Corporation.
Section 8. Adjustments . Subject and pursuant to the
provisions of this Section 8, the Warrant Price and number of
Warrant Shares subject to this Warrant shall be subject to
adjustment from time to time as set forth hereinafter.
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If the Corporation shall at any time or from time to time while the
Warrant is outstanding, pay a dividend or make a distribution on
its Common Stock in shares of Common Stock, subdivide its
outstanding shares of Common Stock into a greater number of shares
or combine its outstanding shares of Common Stock into a smaller
number of shares or issue by reclassification of its outstanding
shares of Common Stock any shares of its capital stock (including
any such reclassification in connection with a consolidation or
merger in which the Corporation is the continuing corporation),
then the number of Warrant Shares purchasable upon exercise of the
Warrant and the Warrant Price in effect immediately prior to the
date upon which such change shall become effective, shall be
adjusted by the Corporation so that the Warrantholder thereafter
exercising the Warrant shall be entitled to receive the number of
shares of Common Stock or other capital stock which the
Warrantholder would have received if the Warrant had been exercised
immediately prior to such event upon payment of a Warrant Price
that has been adjusted to reflect a fair allocation of the
economics of such event to the Warrantholder. Such adjustments
shall be made successively whenever any event listed above shall
occur.
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If any capital reorganization, reclassification of the capital
stock of the Corporation, consolidation or merger of the
Corporation with another corporation in which the Corporation is
not the survivor, or sale, transfer or other disposition of all or
substantially all of the Corporation's assets to another
corporation shall be effected, then, as a condition of such
reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition, lawful and adequate provision shall
be made whereby each Warrantholder shall thereafter have the right
to purchase and receive upon the basis and upon the terms and
conditions herein specified and in lieu of the Warrant Shares
immediately theretofore issuable upon exercise of the Warrant, such
shares of stock, securities or assets as would have been issuable
or payable with respect to or in exchange for a number of Warrant
Shares equal to the number of Warrant Shares immediately
theretofore issuable upon exercise of the Warrant, had such
reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition not taken place, and in any such case
appropriate provision shall be made with respect to the rights and
interests of each Warrantholder to the end that the provisions
hereof (including, without limitation, provision for adjustment of
the Warrant Price) shall thereafter be applicable, as nearly
equivalent as may be practicable in relation to any shares of
stock, securities or properties thereafter deliverable upon the
exercise thereof. The Corporation shall not effect any such
consolidation, merger, sale, transfer or other disposition unless
prior to or simultaneously with the consummation thereof the
successor corporation (if other than the Corporation) resulting
from such consolidation or merger, or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or
entity shall assume the obligation to deliver to the holder of the
Warrant such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be
entitled to purchase, and the other obligations under this Warrant.
The provisions of this paragraph (b) shall similarly apply to
successive reorganizations, reclassifications, consolidations,
mergers, sales, transfers or other dispositions.
In case the Corporation shall fix a payment date for the making
of a distribution to all holders of Common Stock (including any
such distribution made in connection with a consolidation or merger
in which the Corporation is the continuing corporation) on
evidences of indebtedness or assets (other than cash dividends or
cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8(a)),
or subscription rights or warrants, the Warrant Price to be in
effect after such payment date shall be determined by multiplying
the Warrant Price in effect immediately prior to such payment date
by a fraction, the numerator of which shall be the total number of
shares of Common Stock outstanding multiplied by the Market Price
per share of Common Stock (as defined below), less the fair market
value (as determined by the Corporation's Board of Directors in
good faith) of said assets or evidences of indebtedness so
distributed, or of such subscription rights or warrants, and the
denominator of
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which shall be the total number of shares of Common Stock
outstanding multiplied by such Market Price per share of Common
Stock. "Market Price" as of a particular date (the "Valuation
Date") shall mean the following: (a) if the Common Stock is then
listed on a national stock exchange, the closing sale price of one
share of Common Stock on such exchange on the last trading day
prior to the Valuation Date; (b) if the Common Stock is then quoted
on the Nasdaq National Market or Nasdaq SmallCap Market ("Nasdaq"),
the closing sale price of one share of Common Stock on Nasdaq on
the last trading day prior to the Valuation Date or, if no such
closing sale price is available, the average of the high bid and
the low sales price quoted on Nasdaq on the last trading day prior
to the Valuation Date; or (c) if the Common Stock is not then
listed on a national stock exchange or quoted on Nasdaq and if
prices for the Common Stock are then quoted on the OTC Bulletin
Board, the volume weighted average price of the Common Stock for
such date (or the nearest preceding date) on the OTC Bulletin
Board; or (d) if the Common Stock is not then listed on a national
stock exchange or quoted on Nasdaq or the OTC Bulletin Board, the
fair market value of one share of Common Stock as of the Valuation
Date, which shall be determined in good faith by the Board of
Directors of the Corporation and the Warrantholder. The Board of
Directors of the Corporation shall respond promptly, in writing, to
an inquiry by the Warrantholder prior to the exercise hereunder as
to the Market Value of a share of Common Stock as determined by the
Board of Directors of the Corporation. In the event that the Board
of Directors of the Corporation and the Warrantholder are unable to
agree upon the fair market value in respect of subpart (c) hereof,
the Corporation and the Warrantholder shall jointly select an
appraisor, who is experienced in such matters. The decision of such
appraiser shall be final and conclusive, and the cost of such
appraiser shall be borne evenly by the Corporation and the
Warrantholder. Such adjustment shall be made successively whenever
such a payment date is fixed.
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For the term of this Warrant, in addition to the provisions
contained above, the Warrant Price shall be subject to adjustment
as provided below. An adjustment to the Warrant Price shall become
effective immediately after the payment date in the case of each
dividend or distribution and immediately after the effective date
of each other event which requires an adjustment.
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In the event that, as a result of an adjustment made pursuant to
Section 8(a), the holder of this Warrant shall become entitled to
receive any shares of capital stock of the Corporation other than
shares of Common Stock, the number of such other shares so
receivable upon exercise of this Warrant shall be subject
thereafter to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect
to the Warrant Shares contained in this Warrant.
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Anything herein to the contrary notwithstanding, the Corporation
shall not be required to make any adjustment of the Warrant Price
in the case of the issuance of any of (A) capital stock, Options or
Convertible Securities issued to directors, officers, employees or
consultants of the Corporation in connection with their service as
directors of the Corporation, their employment by the Corporation
or their retention as consultants by the Corporation pursuant to an
equity compensation program approved by the Board of Directors of
the Corporation or the compensation committee of the Board of
Directors of the Corporation, (B) sales of shares of Common Stock
upon the conversion or exercise of Options or Convertible
Securities issued prior to the date hereof or (C) capital stock
issued as full or partial consideration for a merger or
acquisition, or a strategic allegiance or alliance in which the
Corporation with respect to such strategic allegiance or alliance
issues shares of its equity securities having an aggregate Fair
Market Value (as defined below) of less than $10 million, approved
by the Board of Directors of the Corporation. The "Fair Market
Value" of a security as of a particular date (the "Valuation Date")
shall mean the following: (a) if the security is then listed on a
national stock exchange, the closing sale price of one security on
such exchange on the last trading day prior to the Valuation Date;
(b) if the security is then quoted on Nasdaq, the closing sale
price of one security on Nasdaq on the last trading day prior to
the Valuation Date or, if no such closing sale price is available,
the average of the high bid and the low sales price quoted on
Nasdaq on the last trading day prior to the Valuation Date; or (c)
if the Common Stock is not then listed on a national stock exchange
or quoted on Nasdaq and if prices for the Common Stock are then
quoted on the OTC Bulletin Board, the volume weighted average price
of the Common Stock on the last trading day prior to the Valuation
Date (or the nearest preceding date) on the OTC Bulletin Board; (d)
if the security is not then listed on a national stock exchange or
quoted on Nasdaq or on the OTC Bulletin Board, the fair market
value of one security as of the Valuation Date, shall be determined
in good faith by a nationally selected investment banking firm or
other nationally recognized business appraiser selected by the
Board of Directors of
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Corporation. An "Excluded Issuance" shall mean each of items (A),
(B) and (C) above.
Section 9. Fractional Interest . The Corporation shall
not be required to issue fractions of Warrant Shares upon the
exercise of the Warrant. If any fractional share of Common Stock
would, except for the provisions of the first sentence of this
Section 9, be delivered upon such exercise, the Corporation, in
lieu of delivering such fractional share, shall pay to the
exercising holder of this Warrant an amount in cash equal to the
current Fair Market Value of such fractional share of Common
Stock.
Section 10. Extension of Expiration Date . If the
Corporation fails to cause any Registration Statement covering
Registrable Securities (capitalized terms used in this section are
as defined in the Registration Rights Agreement dated ___________,
2006) (the " Registration Rights Agreement ") to be declared
effective prior to the applicable dates set forth therein, or if
any of the events specified in clause (B) or (C) of Section 2(c) of
the Registration Rights Agreement occurs and the Blackout Period
(whether alone, or in combination with any other Blackout Period)
continues for more than 60 days in any 12 month period, or for more
than a total of 90 days, then the Expiration Date of this Warrant
shall be extended one day for each day beyond the 60-day or 90-day
limits, as the case may be, that the Blackout Period continues.
Section 11. Benefits . Nothing in this Warrant shall be
construed to give any person, firm or corporation (other than the
Corporation and the Warrantholder) any legal or equitable right,
remedy or claim, it being agreed that this Warrant shall be for the
sole and exclusive benefit of the Corporation and the
Warrantholder.
Section 12. Notices to Warrantholder . Upon the happening
of any event requiring an adjustment of the Warrant Price, the
Corporation shall promptly give written notice thereof to the
Warrantholder at the address appearing in the records of the
Corporation, stating the adjusted Warrant Price and the adjusted
number of Warrant Shares resulting from such event and setting
forth in reasonable detail the method of calculation and the facts
upon which such calculation is based. Failure to give such notice
to the Warrantholder or any defect therein shall not affect the
legality or validity of the subject adjustment.
Section 13. Identity of Transfer Agent . The Transfer
Agent for the Common Stock is Wells Fargo Shareowner Services. Upon
the appointment of any subsequent transfer agent for the Common
Stock or other shares of the Corporation's capital stock issuable
upon the exercise of the rights of purchase represented by the
Warrant, the Corporation will mail to the Warrantholder a statement
setting forth the name and address of such transfer agent.
Section 14. Notices . Any notice pursuant hereto to be
given or made by the Warrantholder to or on the Corporation shall
be sufficiently given or made if sent by certified mail, return
receipt requested, postage prepaid, addressed as follows:
Platinum Research Organization,
Inc.
1917 West 4th Avenue, Suite 421
Vancouver, BC V6J 1M7
Phone: 604-689-4088
Fax #: 604-689-4087
or such other address as the Corporation may specify in writing
by notice to the Warrantholder complying as to delivery with the
terms of this Section 14.
Any notice pursuant hereto to be given or made by the
Corporation to or on the Warrantholder shall be sufficiently given
or made if personally delivered or if sent by an internationally
recognized courier services by overnight service, to the address
set forth on the books of the Corporation or, as to each of the
Corporation and the Warrantholder, at such other address as shall
be designated by such party by written notice to the other party
complying as to delivery with the terms of this Section 14. All
such notices, requests, demands, directions and other
communications shall, when sent by courier be effective one (1) day
after delivery to such courier as provided and addressed as
aforesaid.
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Section 15. Registration Rights . The initial holder of
this Warrant is entitled to the benefit of certain registration
rights in respect of the Warrant Share as provided in the
Registration Rights Agreement, and any subsequent holder hereof may
be entitled to such rights.
Section 16. Successors . All the covenants and provisions
hereof by or for the benefit of the Warrantholder shall bind and
inure to the benefit of its respective successors and assigns
hereunder.
Section 17. Governing Law . This Warrant shall be deemed
to be a contract made under the laws of the State of New York,
without giving effect to its conflict of law principles, and for
all purposes shall be construed in accordance with the laws of said
State; provided, however, that, insofar as the Corporation is
incorporated under the laws of the State of Delaware, the General
Corporation Law of the State of Delaware (or any successor statute)
shall govern those matters that apply to the internal governance of
the Corporation.
Section 18. Cashless Exercise .
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Net Issue Election. Notwithstanding any other provision contained
herein to the contrary, the Warrantholder may elect to receive,
without the payment by the Warrantholder of the aggregate Warrant
Price in respect of the shares of Common Stock to be acquired,
shares of Common Stock equal to the value of this Warrant or any
portion hereof by the surrender of this Warrant (or such portion of
this Warrant being so exercised) together with the Net Issue
Election Notice annexed hereto as Appendix B duly executed, at the
office of the Corporation. Thereupon, the Corporation shall issue
to the Warrantholder such number of fully paid, validly issued and
nonassessable shares of Common Stock as is computed using the
following formula:
X = Y (A - B)
A
where:
"X" = the number of shares of Common
Stock which the Warrantholder has then requested be issued to the
Warrantholder
"Y" = the total number of shares of
Common Stock covered by this Warrant which the Warrantholder has
surrendered at such time for cash-less exercise
"A" = the "Fair Market Value" of one
share of Common Stock as at the time the net issue election is
made
"B" = the Warrant Price in effect
under this Warrant at the time the net issue election is made.
Section 19. Call Provision . Notwithstanding any other
provision contained herein to the contrary, in the event that the
closing bid price of a share of Common Stock as traded on Nasdaq
(or such other exchange or quotation system as the Common Stock may
then be listed) exceeds 150% of the Warrant Price for twenty (20)
consecutive trading sessions and all of the Warrant Shares issuable
hereunder are registered pursuant to an effective Registration
Statement (as defined in the Registration Rights Agreement), the
Corporation, upon ten (10) business days prior written notice (the
"Notice Period"), following such twenty (20) day period, to the
Warrantholder, may demand that the Warrantholder exercise its
rights with regard to all Warrant Shares and the Warrantholder must
exercise its rights prior to the expiration of the Notice Period or
if such exercise is not made or if only a partial exercise is made,
any and all rights to further exercise rights to acquire Warrant
Shares hereunder shall cease upon the expiration of the Notice
Period.
Section 20. Amendments and Waivers . This Warrant may be
amended only by a writing signed by the Corporation and the
Warrantholder.
IN WITNESS WHEREOF, Platinum Research Organization, Inc. has
caused this Warrant to be duly executed, as of the day and year
first above written.
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PLATINUM RESEARCH ORGANIZATION,
INC.
By:
Cecelia Pineda, President
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EXHIBIT "B"
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the " Agreemen t
"), dated for reference as of October ____, 2006 by and among
Platinum Research Organization, Inc., a Nevada corporation (the "
Corporation "), and the Purchaser named on the signature
pages hereto (the " Purchaser ").
WHEREAS :
Pursuant to the Warrant Purchase Agreement (as defined below),
the Purchaser has agreed to purchase a warrant (the "
Warrant ") to purchase 2,500,000 shares of Platinum's Common
Stock (the " Shares ") at a purchase price of $0.24 per
share relying, in part, on the Corporation granting the
registration rights set forth in this Agreement.
Now therefore in consideration of the premises and the
mutual agreements and covenants herein contained, the parties
hereto hereby covenant and agree as follows:
1. DEFINITIONS .
1.1 Certain Definitions . As used in this
Agreement, the following terms shall have the following
meanings:
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" Affiliate " means any entity controlling, controlled by or
under common control with a designated Person. For the purposes of
this definition, "control" shall have the meaning specified as of
the date of this Agreement for that word in Rule 405 promulgated by
the SEC under the Securities Act of 1933 .
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" Common Stock " means the common stock, par value $0.001
per share, of the Corporation.
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" Equity Security " shall mean any stock or similar
security, including without limitation securities containing equity
features and securities containing profit participation features,
or any security convertible or exchangeable, with or without
consideration, into or for any stock or similar security, or any
security carrying any warrant or right to subscribe to or purchase
any stock or similar security, or any such warrant or right.
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" Exchange Act " means the Securities Exchange Act of
1934 , as amended, or any similar federal statute, and the
rules and regulations of the SEC thereunder, all as the same shall
be in effect from time to time.
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" Person " means any individual, corporation, partnership,
joint venture, association, limited liability company, joint-stock
company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
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" Registrable Securities " shall mean the shares of
underlying Common Stock issued with respect to the Warrant by way
of a stock dividend or stock split or in connection with a
combination of shares, recapitalization, merger, consolidation or
other reorganization, until the earliest to occur of (a) the
date on which such security has been effectively registered under
the Securities Act and disposed of in accordance with a
registration statement and (b) the date on which such security may
be sold pursuant to Rule 144 (without any volume limitations
thereunder) or may be sold without compliance with such rule.
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" Rule 144 " means Rule 144 promulgated by the SEC under the
Exchange Act, as such rule may be amended from time to time, or any
successor rule thereto.
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" SEC " means the Securities and Exchange Commission of the
United States of America or any successor to the rights and duties
thereof.
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" Shares " means the shares of Common Stock underlying the
Warrant of the Corporation purchased by the Purchaser under the
terms of the Warrant Purchase Agreement.
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" Warrant Purchase Agreement(s) " means the Warrant Purchase
Agreement dated for reference as of October __, 2006 by and between
the Corporation and each of the Purchaser.
1.2 Incorporated Definitions . Capitalized
terms used in this Agreement and not otherwise defined herein shall
have the meanings set forth in the Warrant Purchase Agreement.
2. REGISTRATION .
2.1 Initial Registration Statement .
Promptly following the closing of the purchase and sale of the
Warrant contemplated by the Warrant Purchase Agreement (the "
Closing Date ") (but no later than one hundred and twenty
(120) days after the Closing Date), the Corporation shall use its
reasonable best efforts to cause to be filed and declared effective
as soon as reasonably practicable (but in no event later than the
earlier of one hundred and eighty (180) days after the Closing Date
or 30 days after the SEC issues a no review letter) a registration
statement under the Securities Act of 1933 and the rules
promulgated thereunder (the " 1933 Act "), covering the
resale of the Registrable Securities in an amount equal to the
number of shares of Common Stock underlying the Warrant issued to
the Purchaser on the Closing Date plus the number of shares of
Common Stock underlying the Penalty Warrant necessary to permit the
exercise in full of the Penalty Warrants outstanding or issuable on
the date of filing. At the time the Registration Statement is
declared effective, the Registration Statement shall include all
shares of Common Stock exercisable under all Penalty Warrants
outstanding or issuable at such time, if any. Such Registration
Statement also shall cover, to the extent allowable under the 1933
Act (including Rule 416), such indeterminate number of additional
shares of Common Stock resulting from stock splits, stock dividends
or similar transactions with respect to the Registrable Securities.
No securities held by a third party shall be included in such
Registration Statement without the consent of each Purchaser. The
Registration Statement (and each amendment or supplement thereto,
and each request for acceleration of effectiveness thereof) shall
be provided in accordance with Section 3(c) hereof to the Purchaser
and their counsel prior to its filing or other submission. If a
Registration Statement covering the Registrable Securities is not
filed with the SEC within one hundred and twenty (120) days of the
Closing Date (the " Registration Date "), except as excused
pursuant to Section 2(d) below, for each 30-day period (or pro rata
for any portion thereof) following the Registration Date during
which no Registration Statement is filed with respect to the
Registrable Securities, the Corporation will issue Penalty Warrants
as set forth in Section 8 below in respect of any Registrable
Shares still held by each Purchaser; provided, however, that no
Penalty Warrants shall be issuable to any Investor who no longer
holds Registrable Securities at the time any Penalty Warrants are
to be issued.
2.2 Piggyback Registration .
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Except as set forth in Section 2.2(b), as, if and when the
Corporation proposes to register any Common Stock under the
Securities Act for sale to the public, on a form
that would also permit the registration of the
Registrable Securities (other than registrations on Form S-8, or
any successor form, or Form S-4, or any successor form) (an "
Eligible Registration "), each such time it will give
written notice to the holders of Registrable Securities (the "
Holders ") of its intention so to do. Upon the written
request of a Holder received by the Corporation within 20 days
after the giving of any such notice by the Corporation, to register
such number of shares of Registrable Securities held by such Holder
specified in such written request, the Corporation will cause the
Registrable Securities as to which registration shall have been so
requested to be included in the securities to be covered by the
registration statement proposed to be filed by the Corporation
with
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respect to such Eligible Registration, all to the extent
requisite to permit the sale or other disposition by such Holder
(in accordance with its written request) of such Registrable
Securities so registered.
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Notwithstanding the foregoing, an Eligible Registration may occur
only during the one year period following the issuance of the
Warrant to the Purchaser. No Eligible Registration shall occur
except at the times allowed pursuant to this Section 2.1(b).
2.3 Registration Statement Form . Registrations
pursuant to Section 2.1 and 2.2 shall be on such appropriate
registration form of the SEC as shall be selected by the
Corporation.
2.4 Expenses . Except as otherwise provided
in this Section 2.4, all expenses incurred in connection with each
registration pursuant to Section 2.1 and 2.2 hereof (excluding in
each case underwriting discounts and commissions applicable to
Registrable Securities), including, without limitation, in each
case, all registration, filing and other fees of the securities
exchange; all fees and expenses of complying with securities or
blue sky laws; all word processing, duplicating and printing
expenses, messenger, delivery and shipping expenses; fees and
disbursements of the accountants and counsel for the Corporation
including the expenses of any special audits or "cold comfort"
letters or opinions required by or incident to such registrations;
and any fees and disbursements of underwriters customarily paid by
issuers or sellers of securities, but excluding underwriting
discounts and commissions, if any, shall be borne by the
Corporation. In all cases, the Holders shall pay the underwriting
discounts and commissions applicable to the securities sold by the
Holders.
2.4 Effective Registration Statement . The
Corporation shall use its best efforts to have each Registration
Statement declared effective as soon as practicable. If (A) a
Registration Statement covering Registrable Securities is not
declared effective by the SEC within one hundred and eighty (180)
days after the Closing Date, or thirty (30) days after receiving a
no review status from the Securities and Exchange Commission, (B)
after a Registration Statement has been declared effective by the
SEC, sales cannot be made pursuant to such Registration Statement
during the Registration Period (as defined in Section 3(a)) for any
reason (including without limitation by reason of a stop order, or
the Corporation's failure to update the Registration Statement), or
(C) the Common Stock generally or the Registrable Securities
specifically a
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