NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, OR ANY
APPLICABLE STATE SECURITIES LAWS. AS A RESULT, THIS WARRANT
AND SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR EVIDENCE SATISFACTORY TO THE COMPANY
OF AN APPLICABLE EXEMPTION FROM REGISTRATION UNDER THE ACT OR
COMPLIANCE WITH RULE 144 UNDER SUCH ACT. THE TRANSFER OF THIS
WARRANT IS FURTHER RESTRICTED AS PROVIDED
HEREIN.
WARRANT TO PURCHASE SHARES
OF COMMON STOCK
OF URON INC.
EXERCISABLE
ON OR BEFORE, AND VOID AFTER
5:00
P.M. MINNEAPOLIS TIME ON NOVEMBER 29, 2012
T
HIS
C
ERTIFIES
T
HAT
Lantern
Advisors, LLC, a Minnesota limited liability company
(the “
Holder ”),
or registered assigns, is entitled to subscribe for and purchase
from URON Inc., a Minnesota corporation (the “
Company ”),
at any time permitted hereunder after November 29, 2007, and
through November 29, 2012 (subject to the terms and provisions of
this Warrant), up to 400,000 shares of the Company’s common
stock at an exercise price of $0.01 per share, subject to
adjustment as provided herein (as adjusted, the “
Purchase Price ”).
The
shares that may be acquired upon exercise of this Warrant are
referred to herein as the “
Warrant Shares .”
As used herein, the term “Holder” means the Holder
identified in the paragraph above and any party who acquires all or
a part of this Warrant as a registered transferee of
such
Holder .
The term “
Convertible Securities ”
means any stock or other securities convertible into, or
exchangeable for, Company common stock.
This
Warrant is subject to the following terms and
conditions:
1.
Exercise .
The rights represented by this Warrant may be exercised by the
Holder, in whole or in part (but not as to a fractional share of
common stock), by written Notice of Exercise (in the form attached
hereto) delivered to the Company at its principal office prior to
the expiration of this Warrant and accompanied or preceded by the
surrender of this Warrant, along with a check in payment of the
Purchase Price
multiplied
by the number of Warrant Shares being purchased hereunder (unless
this Warrant is being exercised pursuant to Section 9 below). The
right to exercise this Warrant shall vest only upon a change in
control of the Company, which shall be deemed to occur upon any of
the following: (a) an acquisition by one or more individuals,
entities or associations of effective control (whether through
legal or beneficial ownership of capital stock, by contract or
otherwise) of more than 33% of the voting securities of the
Company, or (b) a merger or consolidation of the Company or any of
its affiliates (specifically including but not limited to a
subsidiary), with or into any other entity or association, or the
merger or consolidation of any other entity or association with or
into the Company or any of its affiliates (specifically including
but not limited to a subsidiary). As used herein, the term
“affiliates” shall have the meaning ascribed to such
term under the Securities Act of 1933.
2.
Exchange and Replacement .
Upon receipt by the Company of evidence reasonably satisfactory to
it of the loss, theft, destruction, or mutilation of this Warrant,
the Company will make and deliver a new Warrant of
like
tenor, in lieu of this Warrant. This Warrant shall be promptly
canceled by the Company upon the surrender hereof in connection
with any exchange or replacement.
3.
Issuance of the Warrant Shares .
(a)
Subject
to the provisions of paragraph (b) below, certificates for the
Warrant Shares purchased hereunder shall be delivered to the
Holder within a reasonable time, not exceeding five business
days, after the rights represented by this Warrant shall have
been exercised in accordance with the requirements hereof,
and, unless this Warrant
has
expired,
a new Warrant representing the right to purchase the number of
Warrant
Shares,
if any, with respect to which this Warrant shall not then have been
exercised shall also be delivered to the Holder within such
time.
(b)
Notwithstanding
the foregoing, the Company shall
not
be required to recognize any exercise, or deliver any certificate
for Warrant Shares upon attempted exercise, of this Warrant except
in accordance with exemptions from the applicable securities,
registration requirements or registrations under applicable
securities laws. The Company shall not be obligated to effect a
registration of the Warrant Shares under federal or state
securities laws unless specifically so provided herein. The Holder
agrees to execute such documents and make such representations,
warranties and agreements as may be required solely to comply with
the exemptions relied upon by the Company, or the registrations
made, for the issuance of the Warrant Shares or their later resale
pursuant to a registration statement filed by the
Company.
4.
Covenants of the Company .
The Company 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 for the purpose of issue
or transfer upon exercise of the subscription rights evidenced by
this Warrant a sufficient number of shares of common stock to
provide for the exercise of the rights represented by this
Warrant.
5.
Purchase Price and Warrant Share Adjustments
.
The
provisions of this Warrant are subject to adjustment as provided in
this Section 5.
(a)
Subject
to paragraph (c) below, in case the Company shall hereafter:
(i) pay any dividends on any class of stock of the Company
payable in common stock or Convertible Securities; (ii)
subdivide its then-outstanding shares of common stock into a
greater number of shares; or (iii) combine outstanding shares
of common stock, by reclassification or otherwise;
then,
in any such event, the Purchase Price in effect immediately
prior to such event shall (until adjusted again pursuant
hereto) be adjusted immediately after such event to a price
(calculated to the nearest full cent) determined by dividing
(A) the number of shares of common s tock
outstanding
immediately prior to such event, multiplied by the
then-existing Purchase Price, by (B) the total number of
shares of common stock outstanding immediately after such
event (including in each case the maximum number of shares of
common stock issuable in respect of any Convertible
Securities), and the resulting quotient shall be the adjusted
Purchase Price. An adjustment made pursuant to this
paragraph 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. If, as a result
of an adjustment made pursuant to this paragraph, the Holder
of any Warrant thereafter surrendered for exercise shall
become entitled to receive shares of two or more classes of
capital stock of the Company, the Company’s board of
directors (whose determination shall be conclusive) shall
determine the allocation of the adjusted Purchase Price
between or among shares of such classes of capital stock or
shares of common stock and other
- capital
stock. All calculations under this paragraph shall be made to the
nearest cent or to the nearest 1/100 of a share,
as the
case may be. In the event that at any time as a result of an
adjustment made pursuant to this paragraph, the holder of any
Warrant thereafter surrendered for exercise shall become entitled
to receive any shares of the Company other than shares of common
stock, thereafter the Purchase Price of such other shares so
receivable upon exercise of any Warrant shall be subject to
adjustment from time
to
time in a manner and on terms as nearly equivalent as practicable
to the provisions with respect to common stock contained in this
Section.
(b)
In
case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the
Company is the surviving corporation, or in case of any sale
or conveyance to another corporation of the property of the
Company as an entirety or substantially as an entirety, or in
the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection
with a merger of a third corporation into the Company), there
shall be no adjustment under paragraph (a) above but the
Holder of this Warrant then outstanding shall have the right
thereafter to convert this Warrant into the kind and amount of
shares of stock and other securities,
and
any other property, which he, she or it would have owned or have
been entitled to receive immediately after such consolidation,
merger, statutory exchange sale or conveyance had such Warrant been
converted immediately prior to the effective date of such
consolidation, merger, statutory exchange, sale or conveyance. The
provisions of this paragraph shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or
conveyances.
(c)
Notwithstanding
the provisions of paragraph (a) above, no adjustment to the
number of Warrant Shares purchasable hereunder or the Purchase
Price shall be made in connection with any stock combination
(i.e., reverse stock split) effected in connection with any
merger transaction (or associated agreements) involving
Checkmate Consumer Lending Corporation, a Delaware
corporation, or Wyoming Financial Lenders, Inc., a Wyoming
corporation.
6.
No Voting Rights .
This Warrant by itself shall not entitle the Holder to any voting
rights or other rights as a stockholder of the
Company.
7.
Notice of Transfer of Warrant or Resale of the Warrant
Shares .
(a)
By
acceptance hereof, the Holder agrees to give written notice to
the Company before transferring this Warrant or transferring
any Warrant Shares of such Holder’s intention to do so,
describing briefly the manner of any proposed transfer. If in
the opinion of counsel to the Company the proposed transfer
may be effected without registration or qualification (under
any federal and stat
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