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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE
SECURITIES LAWS. THIS WARRANT MAY NOT BE SOLD,
TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER,
PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND
APPLICABLE STATE SECURITIES LAWS.
Warrant No. [__]
No. of Shares of Common Stock: 2,000,000
WARRANT
to Purchase Common Stock of
Sports Supplement Acquisition Group, Inc. a Delaware
corporation
THIS WARRANT IS TO CERTIFY THAT Proviant Technologies, Inc.
("Purchaser"), is entitled to purchase from Sports Supplement
Acquisition Group, Inc., a Delaware corporation (the "Company"),
2,000,000 shares of Common Stock (or any whole number portion
thereof) at an exercise price of $0.75 per share, all on the terms
and conditions hereinafter provided.
Section 1. Certain Definitions. As used in
this Warrant, unless the context otherwise requires:
"Charter” shall mean the Certificate of Incorporation of the
Company, as in effect from time to time.
"Common Stock" shall mean the Company's authorized Common Stock,
par value $0.001 per share.
"Exercise Price" shall mean the exercise price per share of Common
Stock set forth above, as adjusted from time to time pursuant to
Section 3 hereof.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Warrant" shall mean this Warrant and all additional or new
warrants issued upon division or combination of, or in substitution
for, this Warrant. All such additional or new warrants
shall at all times be identical as to terms and conditions and
date, except as to the number of shares of Common Stock for which
they may be exercised.
“Warrantholder” shall mean the Purchaser, as the
initial holder of this Warrant, and its nominees, successors or
assigns, including any subsequent holder of this Warrant to whom it
has been legally transferred.
"Warrant Stock" shall mean the shares of Common Stock purchasable
by the holder of this Warrant upon the exercise of such
Warrant.
Section 2. Exercise of Warrant.
(a) At any time and from time to time after the dates on
which this Warrant shall vest but prior to five years from the
execution date of this agreement, (the “Expiration Date"),
the Warrantholder may exercise this Warrant, in whole or from time
to time in part. This Warrant shall vest ratably as to
one third of the total number of shares of Common Stock for which
it shall be exercised on each the first, second and third
anniversary of the date hereof.
(b)(i) The Warrantholder shall exercise this Warrant by
means of delivering to the Company at its office identified in
Section 15 hereof (i) a written notice of exercise, including the
number of shares of Warrant Stock to be delivered pursuant to such
exercise, (ii) this Warrant and (iii) payment equal to the Exercise
Price in accordance with Section 2(b)(ii). In the event
that any exercise shall not be for all shares of Warrant Stock
purchasable hereunder, a new Warrant registered in the name of the
Warrantholder, of like tenor to this Warrant and for the remaining
shares of Warrant Stock purchasable hereunder, shall be delivered
to the Warrantholder within ten (10) days of any such
exercise. Such notice of exercise shall be in the
Subscription Form set out at the end of this Warrant.
(ii) The Warrantholder may pay the Exercise Price to the Company
either by cash, certified check or wire transfer.
(c) Upon exercise of this Warrant and delivery of the
Subscription Form with proper payment relating thereto, the Company
shall cause to be executed and delivered to the Warrantholder a
certificate or certificates representing the aggregate number of
fully-paid and nonassessable shares of Common Stock issuable upon
such exercise.
(d) The stock certificate or certificates for Warrant
Stock to be delivered in accordance with this Section 2 shall be in
such denominations as may be specified in said notice of exercise
and shall be registered in the name of the Warrantholder or such
other name or names as shall be designated in said
notice. Such certificate or certificates shall be deemed
to have been issued and the Warrantholder or any other person so
designated to be named therein shall be deemed to have become the
holder of record of such shares, including to the extent permitted
by law the right to vote such shares or to consent or to receive
notice as stockholders, as of the time said notice is delivered to
the Company as aforesaid.
(e) The Company shall pay all expenses payable in
connection with the preparation, issue and delivery of stock
certificates under this Section 2, including any transfer taxes
resulting from the exercise of the Warrant and the issuance of
Warrant Stock hereunder.
(f) All shares of Common Stock issuable upon the
exercise of this Warrant in accordance with the terms hereof shall
be validly issued, fully paid and nonassessable, and free from all
liens and other encumbrances thereon, other than liens or other
encumbrances created by the Warrantholder.
(g) In no event shall any fractional share of Common
Stock of the Company be issued upon any exercise of this
Warrant. If, upon any exercise of this Warrant, the
Warrantholder would, except as provided in this paragraph, be
entitled to receive a fractional share of Common Stock, then the
Company shall deliver in cash to such holder an amount equal to
such fractional interest.
Section 3. Adjustment of Warrant Stock and Exercise
Price. The Exercise Price and the number and kind of
Warrant Stock purchasable upon the exercise of this Warrant shall
be subject to adjustment from time to time upon the happening of
certain events as hereinafter provided. The Exercise Price in
effect at any time and the number and kind of securities
purchasable upon exercise of each Warrant shall be subject to
adjustment as follows:
(a) In
case of any consolidation or merger of the Company with another
corporation (other than a merger with another corporation in which
the Company is the surviving corporation and which does not result
in any reclassification or change — other than a change
in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or
combination — of outstanding Common Stock issuable upon
such exercise), the rights of the Holder of this Warrant shall be
adjusted in the manner described below:
(i) In
the event that the Company is the surviving corporation or is
merged into a wholly owned subsidiary for the purpose of
incorporating the Company in a different jurisdiction, this Warrant
shall, without payment of additional consideration therefor, be
deemed modified so as to provide that the Holder of this Warrant,
upon the exercise thereof, shall procure, in lieu of each share of
Common Stock theretofore issuable upon such exercise, the kind and
amount of shares of stock, other securities, money and property
receivable upon such consolidation or merger by the holder of each
share of Common Stock, had exercise of this Warrant occurred
immediately prior to such consolidation or merger. This
Warrant (as adjusted) shall be deemed to provide for further
adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section
3. The provisions of this clause (i) shall similarly
apply to successive reclassifications, changes, consolidations and
mergers.
(ii) In
the event that the Company is not the surviving corporation (except
in the case of a merger of the Company into a wholly owned
subsidiary for the purpose of incorporating the Company in a
different jurisdiction), Holder shall be given at least fifteen
(15) days prior written notice of such transaction and shall be
permitted to exercise this Warrant, to the extent it is exercisable
as of the date of such notice, during this fifteen (15) day
period. Subject to the Company’s and its
successor’s obligations under Section 5, upon expiration of
such fifteen (15) day period, this Warrant and all of Holder's
rights hereunder shall terminate.
(b) If the Company, at any time while this
Warrant, or any portion thereof, remains outstanding and unexpired,
by reclassification of securities or otherwise, shall change any of
the securities as to which purchase rights under this Warrant exist
into the same or a different number of securities of any other
class or classes, this Warrant shall thereafter represent the right
to acquire such number and kind of securities as would have been
issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this
Warrant immediate
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