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WARRANT PURCHASE AGREEMENT

Warrant Agreement

WARRANT PURCHASE AGREEMENT | Document Parties: PLATINUM RESEARCH ORGANIZATION, INC. | Investa Corporation You are currently viewing:
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PLATINUM RESEARCH ORGANIZATION, INC. | Investa Corporation

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Title: WARRANT PURCHASE AGREEMENT
Governing Law: Delaware     Date: 11/1/2006

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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 .

  1. 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.
  2. 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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  1. 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 .

  1. 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.
  2. 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.
  3. 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.
  4. 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.

PLATINUM RESEARCH ORGANIZATION, INC.

 

 

 

 

____________________________________

 

By: Cecelia Pineda, President & C.E.O.

 

 

 

 

 

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INVESTA CORPORATION

 

 

 

____________________________________

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.

  1. 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.
  2. 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.

  1. 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.
  2. 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.
  3. 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 .

  1. 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:

  1. " 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 .
  2. " Common Stock " means the common stock, par value $0.001 per share, of the Corporation.
  3. " 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.
  4. " 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.
  5. " 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.
  6. " 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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  1. " 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.
  2. " SEC " means the Securities and Exchange Commission of the United States of America or any successor to the rights and duties thereof.
  3. " 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.
  4. " 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 .

  1. 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.

  1. 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 ar


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