CHIEF CONSOLIDATED MINING
COMPANY.
(A Arizona Corporation)
WARRANT TO PURCHASE
SHARES OF COMMON STOCK
THIS WARRANT
HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “ SECURITIES ACT ”), OR
ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE DISPOSED OF
OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES
LAWS.
THIS CERTIFIES
THAT, for value received,
, or its registered assigns (“ Holder ”), is
entitled to purchase, subject to the conditions set forth below, at
any time or from time to time during the Exercise Period (as
defined in subsection 1.2 below),
(
) shares (“ Shares ”) of fully paid and
non-assessable common stock, par value $0.001 per share (the
“ Common Stock ”), of Chief Consolidated Mining
Company., a Arizona corporation (the “Company”), at the
per share purchase price (the “ Warrant Price ”)
set forth in subsection 1.1 below, subject to the further
provisions of this Warrant.
The terms and
conditions upon which this Warrant may be exercised, and the Shares
subject hereto may be purchased, are as follows:
1.1 Warrant
Price . The Warrant Price shall be $0.15 per Share, subject to
adjustment as provided in Section 4 below.
Method of
Exercise . The Holder
hereof may exercise this Warrant, in whole or in part, beginning on
the effective date of this Warrant and for two (2) years from
such date of effectiveness, or such later date as the Company may
in its sole discretion determine (the “ Exercise
Period ”), by the surrender of this Warrant (with the
exercise form attached hereto as Exhibit A duly executed) at
the principal office of the Company, and by the payment to the
Company of an amount of consideration therefore equal to the
Warrant Price in effect on the date of such exercise multiplied by
the number of Shares with respect to which this Warrant is then
being exercised, payable at such Holder’s election by
certified or official bank check or by wire transfer to an account
designated by the Issuer
1.2 Issuance Of
Shares and New Warrant . If the purchase rights evidenced by
this Warrant are exercised in whole or in part, one or more
certificates for the purchased Shares shall be issued as soon as
practicable thereafter to Holder. If the purchase rights evidenced
by this Warrant are exercised only in part, the Company shall also
deliver to Holder at such time a new Warrant evidencing the
purchase rights regarding the number of Shares (if any) for which
the purchase rights under this Warrant remain unexercised and
continue in force and effect. All new Warrants issued in connection
with the provisions of this Section 1.2 shall bear the
same date as this Warrant and shall be substantially identical in
form and provisions to this Warrant except for the number of Shares
purchasable thereunder. Each person in whose name any certificate
for Shares is to be issued shall for all purposes be deemed to have
become the holder of record of such Shares on the date on which
this Warrant was surrendered and payment of the Warrant Price was
made, irrespective of the date of delivery of such stock
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 close of business on the next succeeding date on
which the stock transfer books are open.
2.1
Transfers . This Warrant and all rights hereunder are
transferable in whole or in part by the Holder subject to the
provisions of Section 7 below. The transfer shall be recorded
on the books of the Company upon (i) the surrender of this
Warrant (together with a duly executed and endorsed copy of the
form of transfer certificate attached hereto as
Exhibit B ) to the Secretary of the Company at its
principal offices, and (ii) the payment to the Company of all
transfer taxes and other governmental charges imposed on such
transfer. In the event of a partial transfer, the Company shall
issue to the several holders one or more appropriate new
Warrants.
2.2 Registered
Holder . Each holder of this Warrant agrees that until such
time as any transfer pursuant to subsection 2.1 above is
recorded on the books of the Company; the Company may treat the
registered Holder of this Warrant as the absolute owner.
2.3
Form Of New Warrants . All new Warrants issued in
connection with transfers of this Warrant shall bear the same date
as this Warrant and shall be substantially identical in form and
provisions to this Warrant except for the number of Shares
purchasable thereunder.
Notwithstanding
any adjustment (as required hereby) to the number of Shares
purchasable upon the exercise of this Warrant, the Company shall
not be required to issue any fraction of a Share upon exercise of
this Warrant. If, by reason of any change made pursuant to
Section 4 below, the Holder would be entitled, upon the
exercise of any rights evidenced hereby, to receive a fractional
interest in a Share, the Company shall, upon such proper exercise
of this Warrant, purchase such fractional interest for an amount in
cash equal to the Fair Market Value of such fractional interest,
determined as of the date of such exercise of this Warrant. For
purposes of the Section 3 , the term “Fair Market
Value” means (a) if the primary market for the Shares is
a National Securities Exchange, the NASDAQ National Market System,
or any other market or quotation system in which last sale
transactions are reported on a contemporaneous basis, the last
reported sales price of such Shares, as of the time of
authorization of the transaction giving rise to the right to
receive such Shares; or (b) if the primary market for such
Shares is not an exchange or quotation system, the fair value
thereof as shall be determined in good faith by the Board of
Directors of the Company at the time of authorization of the
transaction giving rise to the right to receive such
Shares.
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4.
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ANTIDILUTION
PROVISIONS
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4.1 Stock
Splits And Combinations . If the Common Stock shall at any time
be subdivided into a greater number of shares, then the number of
Shares purchasable upon exercise of this Warrant and the Warrant
Price shall be proportionately increased; and, conversely, if the
Common Stock shall at any time be combined into a smaller number of
shares, then the number of Shares purchasable upon exercise of this
Warrant and the Warrant Price shall be proportionately reduced. Any
adjustments under this subsection 4.1 shall become effective
at the close of business on the date the subdivision or combination
becomes effective.
4.2
Reclassification, Exchange and Substitution . If the Common
Stock shall be changed into shares of any other class or classes of
stock or other securities of the Company, whether by capital
reorganization, reclassification, or otherwise, Holder shall, upon
exercise of this Warrant, be entitled to purchase for the same
aggregate consideration, in lieu of the Shares that Holder would
have become entitled to purchase but for such change, a number of
shares of such other class or classes of stock or other securities
of the Company equivalent to the number of Shares that would have
been subject to purchase by Holder on exercise of this Warrant
immediately before that change. Any adjustments under this
subsection 4.2 shall become effective at the close of
business on the date such change of the Common Stock into shares of
any other class or classes of stock or other securities of the
Company becomes effective.
4.3
Reorganizations, Mergers, Consolidations Or Sale Of Assets .
If at any time there shall be a reorganization involving the Common
Stock (other than a s
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