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Exhibit
10.2
Warrant
Number: __
NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS, AND
NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED
OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE
SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.
Void
after 5:00 p.m. Central Standard Time on
__________.
WARRANT TO PURCHASE COMMON STOCK OF
BOO KOO HOLDINGS, INC.
FOR
VALUE RECEIVED, Boo Koo Holdings, Inc., a Delaware corporation
(the "Company"), hereby certifies that ___________
, or
his permitted assignees, is entitled to purchase from the Company
the number of fully paid and non-assessable shares of the Common
Stock, $0.01 par value, of the Company as determined in the next
paragraph at the Per Share Warrant Price of $0.01 per share prior
to 5:00 p.m. Central Standard Time on _________, as adjusted herein
pursuant to Section 3. (Hereinafter, (i) said Common stock,
together with any other equity securities which may be issued by
the Company with respect thereto or in substitution therefor, is
referred to as the "Common Stock," (ii) the shares of Common Stock
purchasable hereunder are referred to as the "Warrant Shares,"
(iii) the aggregate purchase price payable hereunder for the
Warrant shares is referred to as the "Aggregate Warrant Price,"
(iv) the price payable hereunder for each of the Warrant Shares is
referred to as the "Per Share Warrant Price," (v) this Warrant, and
all warrants hereafter issued in exchange or substitution for this
Warrant for this Warrant are referred to as the "Warrant" and (vi)
the holder of this Warrant is referred to as the "Holder." The Per
Share Warrant Price is subject to adjustment as hereinafter
provided, and in the event of any such adjustment, the number of
Warrant Shares shall be adjusted by dividing the Aggregate Warrant
Price by the Per Share Price in effect immediately after such
adjustment.
The
number of Warrant Shares purchasable hereunder (subject to
adjustment as set forth herein) shall equal ________ shares of
Common Stock, adjusted as of the date of such purchase, as
provided for in numbered paragraph 3 below.
1.
Exercise of Warrant .
(a)
This
Warrant may be exercised by the Holder by the surrender of
this Warrant (with the subscription form at the end hereof
duly executed) at the address set forth in Subsection 9(a)
hereof, together with proper payment of the Aggregate Warrant
Price. Payment for Warrant Shares shall be made by certified
or official bank check payable to the order of the Company.
Upon such surrender of this Warrant, the Company will issue a
certificate or certificates in the name of the Holder for the
largest number of whole shares of the Common Stock to which
the Holder shall be entitled and in lieu of any fractional
share of the Common Stock to which the Holder shall be
entitled, cash equal to the fair value of such fractional
share (determined in such reasonable manner as the Board of
Directors of the Company shall determine).
(b)
No
Warrant granted herein shall be exercisable after
_________
2.
Reservation of Warrant Shares .
The Company agrees that, prior to the expiration of this Warrant,
it will at all times have authorized and in reserve, and will keep
available, solely for issuance or delivery upon the exercise of
this Warrant, the shares of Common Stock as from time to time shall
be receivable upon the exercise of this Warrant.
3.
Anti-Dilution Provisions .
(a)
If,
at any time or from time to time after the date of this
Warrant, the Company shall distribute to the holders of the
Common Stock (i) securities, other than shares of the Common
Stock, or (ii) property, other than cash, without payment
therefor, with respect to the Common Stock, then, and in such
case, the Holder, upon the exercise of this Warrant, shall be
entitled to receive the securities and properties which the
Holder would hold on the date of such exercise if, on the date
of this Warrant, the Holder had been the holder of record of
the number of shares of the Common Stock subscribed for upon
such exercise and, during the period from the date of this
Warrant to and including the date of such exercise, had
retained such shares and the securities and properties (as
described in (i) and (ii) above) receivable by the Holder
during such period. Notice of each such distribution shall be
mailed to the Holder within 30 days after the date of any such
distribution.
(b)
In
case the Company shall hereafter (i) pay a dividend or make a
distribution on its capital stock in shares of Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a
greater number of shares, (iii) combine its outstanding shares
of Common Stock into a smaller number of shares, or (iv) issue
by reclassification of its Common Stock any shares of capital
stock of the Company, the Per Share Warrant Price in effect
immediately prior to such action shall be adjusted so that if
the Holder surrendered this Warrant for exercise immediately
thereafter the Holder would be entitled to receive the number
of shares of Common Stock or other capital stock of the
Company which he would have owned immediately following such
action had such Warrant been exercised at that time. An
adjustment made pursuant to this subsection (b) shall become
effective immediately after the record date in the case of a
dividend or distribution and shall become effective
immediately after the effective date in the case of a
subdivision, combination or reclassification.
(c)
Whenever
the Per Share Warrant Price is adjusted as provided in this
Section 3 and upon modification of the rights of the Holder of
this Warrant in accordance with this Section 3, the Company
shall promptly prepare a certificate of an officer of the
Company, setting forth the Per Share Warrant Price and the
number of Warrant Shares after such adjustment or
modification, a brief statement of the facts requiring such
adjustment or modification, and the manner of computing the
same and cause a copy of such certificate to be mailed to the
Holder within 30 days after the date of such
adjustment.
(d)
If
the Board of Directors of the Company shall declare any
dividend or other distribution in cash with respect to the
Common Stock, the Company shall mail notice thereof to the
Holder not less than 15 days prior to the record date fixed
for determining shareholder entitled to participate in such
dividend or other distribution.
4.
Fully Paid Stock; Taxes .
The Company agrees that the shares of the Common Stock represented
by each and every certificate for Warrant Shares delivered on the
exercise of this Warrant shall, at the time of such delivery, be
validly issued and outstanding, fully paid and non-assessable, and
not subject to preemptive rights and the Company will take all such
actions as may be necessary to assure that the par value or stated
value, if any, per share of the Common Stock is at all times equal
to or less than the then Per Share Warrant Price. The Company
further covenants and agrees that it will pay, when due and
payable, all Federal and state stamp or similar taxes that may be
payable in respect to the issue of any Warrant Share of certificate
therefor.
5.
Transfer .
(a)
Securities Laws .
This Warrant has not been registered under the Securities Act of
1933, as amended (the "Securities Act") or under any state
securities laws and unless so registered may not be transferred,
sold, pledged, hypothecated or otherwise deposed of unless an
exemption from such registration is available. In the event
the
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