Exhibit
4.2
WARRANT
No. __________
THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.
WARRANT TO PURCHASE
___________
SHARES OF COMMON STOCK
OF
HOME SAVERS HOLDING
CORP.
Void after __________,
2012
This certifies
that __________________, or its permitted assigns (the
“Holder”), for value received, is entitled to purchase
from HOME SAVERS HOLDING CORP. , a Nevada corporation (the
“Company”), having a place of business at 555 NW Park
Ave.; PH 804, Portland, OR 97209 Portland, OR 97209 ,
____________________ (_____) fully paid and non-assessable shares
of the Company’s Common Stock, .001 par value per share (the
“Warrant Shares”), at a price per share of $1.00 (the
“Stock Purchase Price”) at any time or from
time-to-time up to and including 11:59 p.m. (Eastern time) _______,
2012 (the “Expiration Date”), upon surrender to the
Company at its principal office (or at such other location as the
Company may advise the Holder in writing) of this Warrant properly
endorsed with the Form of Subscription attached hereto as Annex
A duly filled in and signed, and upon payment of the aggregate
Stock Purchase Price for the number of shares for which this
Warrant is being exercised determined in accordance with the
provisions hereof. The Stock Purchase Price may be paid
by cash, check, wire transfer or by the surrender of promissory
notes or other instruments representing indebtedness of the Company
to the Holder. The Stock Purchase Price and the number
of shares purchasable hereunder are subject to adjustment as
provided in Section 3 of this Warrant.
This Warrant is
subject to the following terms and conditions:
1. EXERCISE;
ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES
.
1.1
General. This Warrant is exercisable at the
option of the holder of record hereof, at any time or from time to
time, up to the Expiration Date for all or any part of the shares
of Common Stock (but not for a fraction of a share) which may be
purchased hereunder. The Company agrees that the Warrant
Shares shall be and are deemed to be issued to the Holder hereof as
the record owner of the Warrant Shares as of the close of business
on the date on which this Warrant shall have been surrendered,
properly endorsed, the completed, executed Form of Subscription
delivered, and payment made for the Warrant
Shares. Certificates for Warrant Shares so purchased,
together with any other securities or property to which the Holder
hereof is entitled upon such exercise, shall be delivered to the
Holder hereof by the Company at the Company’s expense within
a reasonable time after the rights represented by this Warrant have
been so exercised. In case of a purchase of less than
all the shares which may be purchased under this Warrant, the
Company shall cancel this Warrant and execute and deliver a new
Warrant or Warrants of like tenor for the balance of the shares
purchasable under the Warrant surrendered upon such purchase to the
Holder hereof within a reasonable time. Each stock
certificate so delivered shall be in such denominations of Warrant
Shares as may be requested by the Holder hereof and shall be
registered in the name of such Holder.
1.2
Net Issue Exercise. Notwithstanding any
provisions herein to the contrary, these Warrants shall not have a
cashless, or net issue, exercise feature.
2.
RESERVATION OF SHARES . The Company further
covenants and agrees that, during the period within which the
rights represented by this Warrant may be exercised, the Company
will at all times have authorized and reserved, for the purpose of
issue or transfer upon exercise of the subscription rights
evidenced by this Warrant, a sufficient number of shares of
authorized but unissued Common Stock, or other securities and
property, when and as required to provide for the exercise of the
rights represented by this Warrant. The Company will
take all such action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of any
domestic securities exchange upon which the Common Stock may be
listed; provided, however, that the Company shall not be required
to effect a registration under federal or state securities laws
with respect to such exercise.
3.
ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES
. The Stock Purchase Price and the number of shares
purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the occurrence of certain events
described in this Section 3. Upon each adjustment of the
Stock Purchase Price, the Holder of this Warrant shall thereafter
be entitled to purchase, at the Stock Purchase Price resulting from
such adjustment, the number of shares obtained by multiplying the
Stock Purchase Price in effect immediately prior to such adjustment
by the number of shares purchasable pursuant hereto immediately
prior to such adjustment, and dividing the product thereof by the
Stock Purchase Price resulting from such adjustment.
3.1
Subdivision or Combination of Stock . In case the
Company shall at any time subdivide its outstanding shares of
Common Stock into a greater number of shares, the Stock Purchase
Price in effect immediately prior to such subdivision shall be
proportionately reduced, and conversely, in case the outstanding
Warrant Shares of the Company shall be combined into a smaller
number of shares, the Stock Purchase Price in effect immediately
prior to such combination shall be proportionately
increased.
3.2
Dividends in Common Stock, Other Stock, Property,
Reclassification . If at any time or from time to
time the Holders of Common Stock (or any shares of stock or other
securities at the time receivable upon the exercise of this
Warrant) shall have received or become entitled to receive, without
payment therefor.
(a) Common
Stock or any rights or options to subscribe for, purchase or
otherwise acquire Common Stock by way of dividend or other
distribution,
(b) any
cash paid or payable otherwise than as a cash dividend,
or
(c) Common
Stock or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
combination of shares or similar corporate rearrangement, (other
than shares of Common Stock issued as a stock split or adjustments
in respect of which shall be covered by the terms of Section 3.1
above), then and in each such case, the Holder hereof shall, upon
the exercise of this Warrant, be entitled to receive, in addition
to the number of shares of Common Stock receivable thereupon, and
without payment of any additional c
