Exhibit 10.3
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WARRANT
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NO. 07-B-XX
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WATER CHEF, INC.
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(# of
shares ) Shares
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WARRANT TO PURCHASE COMMON
STOCK
VOID AFTER 5:30 P.M.,
EASTERN
TIME, ON THE EXPIRATION
DATE
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY
NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE
TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR
QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES
LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
FOR VALUE RECEIVED, WATER CHEF,
INC., a Delaware corporation (the “Company”), hereby
agrees to sell upon the terms and on the conditions hereinafter set
forth, but no later than 5:30 p.m., Eastern Time, on the Expiration
Date (as hereinafter defined) to Name of the investo
r or registered assigns (the “Holder”), under the
terms as hereinafter set forth, One Hundred Eleven Thousand, One
Hundred and Eleven (# of shares) fully paid and
non-assessable shares of the Company’s Common Stock, par
value $0.001 per share (the “Warrant Stock”), at a
purchase price of (Price in writing) ( $0.xxxx ) per
share (the “Warrant Price”), pursuant to this warrant
(this “Warrant”). The number of shares of
Warrant Stock to be so issued and the Warrant Price are subject to
adjustment in certain events as hereinafter set
forth. The term “Common Stock” shall mean,
when used herein, unless the context otherwise requires, the stock
and other securities and property at the time receivable upon the
exercise of this Warrant.
Capitalized terms used and not
otherwise defined herein shall have the respective meanings
attributed thereto in Section 10.
1.
Exercise of Warrant .
The Holder may exercise this Warrant
according to its terms by surrendering this Warrant to the Company
at the address set forth in Section 10, the subscription form
attached hereto having then been duly executed by the Holder,
accompanied by cash, certified check or bank draft in payment of
the purchase price, in lawful money of the United States of
America, for the number of shares of the Warrant Stock specified in
the subscription form, or as otherwise provided in this Warrant,
prior to 5:30 p.m., Eastern Time, on (Date) (the
“Expiration Date”).
a. This
Warrant may be exercised in whole or in part so long as any
exercise in part hereof would not involve the issuance of
fractional shares of Warrant Stock. If exercised in
part, the Company shall deliver to the Holder a new Warrant,
identical in form, in the name of the Holder, evidencing the right
to purchase the number of shares of Warrant Stock as to which this
Warrant has not been exercised, which new Warrant shall be signed
by the Chief Executive Officer of the Company. The term
Warrant as used herein shall include any subsequent Warrant issued
as provided herein.
b. No
fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. The Company
shall pay cash in lieu of fractions with respect to the Warrants
based upon the fair market value of such fractional shares of
Common Stock (which shall be the closing price of such shares on
the exchange or market on which the Common Stock is then traded) at
the time of exercise of this Warrant.
c. In
the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the Warrant Stock so
purchased, registered in the name of the Holder, shall be delivered
to the Holder within a reasonable time after such rights shall have
been so exercised. The person or entity in whose name
any certificate for the Warrant Stock is issued upon exercise of
the rights represented by this Warrant shall for all purposes be
deemed to have become the holder of record of such shares
immediately prior to the close of business on the date on which the
Warrant was surrendered and payment of the Warrant Price and any
applicable taxes was made, irrespective of the date of delivery of
such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are
closed, such person shall be deemed to have become the holder of
such shares at the opening of business on the next succeeding date
on which the stock transfer books are open.
2.
Disposition of Warrant Stock and Warrant
.
a. The
Holder hereby acknowledges that this Warrant and any Warrant Stock
purchased pursuant hereto are, as of the date hereof, not
registered: (i) under the Act on the ground that the issuance of
this Warrant is exempt from registration under Section 4(2) of the
Act as not involving any public offering or (ii) under any
applicable state securities law because the issuance of this
Warrant does not involve any public offering; and that the
Company’s reliance on the Section 4(2) exemption of the Act
and under applicable state securities laws is predicated in part on
the representations hereby made to the Company by the Holder that
it is acquiring this Warrant and will acquire the Warrant Stock for
investment for its own account, with no present intention of
dividing its participation with others or reselling or otherwise
distributing the same, subject, nevertheless, to any requirement of
law that the disposition of its property shall at all times be
within its control.
The Holder hereby agrees that it
will not sell or transfer all or any part of this Warrant and/or
Warrant Stock unless and until it shall first have given notice to
the Company describing such sale or transfer and furnished to the
Company either (i) an opinion, reasonably satisfactory to counsel
for the Company, of counsel (skilled in securities matters,
selected by the Holder and reasonably satisfactory to the Company)
to the effect that the proposed sale or transfer may be made
without registration under the Act and without registration or
qualification under any state law, or (ii) an interpretative letter
from the Securities and Exchange Commission to the effect that no
enforcement action will be recommended if the proposed sale or
transfer is made without registration under the Act.
b. If,
at the time of issuance of the shares issuable upon exercise of
this Warrant, no registration statement is in effect with respect
to such shares under applicable provisions of the Act, the Company
may at its election require that the Holder provide the Company
with written reconfirmation of the Holder’s investment intent
and that any stock certificate delivered to the Holder of a
surrendered Warrant shall bear legends reading substantially as
follows:
“THE SHARES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT.”
In addition, so long as the foregoing legend may
remain on any stock certificate delivered to the Holder, the
Company may maintain appropriate “stop transfer” orders
with respect to such certificates and the shares represented
thereby on its books and records and with those to whom it may
delegate registrar and transfer functions.
3.
Reservation of Shares . The Company hereby
agrees that at all times there shall be reserved for issuance upon
the exercise of this Warrant such number of shares of its Common
Stock as shall be required for issuance upon exercise of this
Warrant. The Company further agrees that all shares
which may be issued upon the exercise of the rights represented by
this Warrant will be duly authorized and will, upon issuance and
against payment of the exercise price, be validly issued, fully
paid and non-assessable, free from all taxes, liens, charges and
preemptive rights with respect to the issuance thereof, other than
taxes, if any, in respect of any transfer occurring
contemporaneously with such issuance and other than transfer
restrictions imposed by federal and state securities
laws.
4.
Exchange, Transfer or Assignment of Warrant
. This Warrant is exchangeable, without expense, at the
option of the Holder, upon presentation and surrender hereof to the
Company or at the office of its stock transfer agent, if any, for
other Warrants of different denominations, entitling the Holder or
Holders thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Upon
surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax,
the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with
other Warrants that carry the same righ
