THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER
EITHER THE SECURITIES ACT OF 1933 (THE “ACT”) OR
APPLICABLE STATE SECURITIES LAWS (THE “STATE ACTS”) AND
SHALL NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED, OR OTHERWISE
TRANSFERRED (WHETHER OR NOT FOR CONSIDERATION) BY THE HOLDER EXCEPT
UPON THE ISSUANCE TO THE COMPANY OF A FAVORABLE OPINION OF COUNSEL
OR SUBMISSION TO THE COMPANY OF SUCH EVIDENCE AS MAY BE
SATISFACTORY TO COUNSEL TO THE COMPANY, IN EACH SUCH CASE, TO THE
EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE IN VIOLATION OF THE ACT
AND THE STATE ACTS.
WARRANT TO
PURCHASE 1,000,000 SHARES OF COMMON STOCK
CAPTERRA FINANCIAL GROUP,
INC.
(a Colorado Corporation)
Not Transferable or Exercisable Except
Upon Conditions Herein Specified
Void after 5:00 O’Clock p.m.,
Mountain Standard Time, on February 25, 2012
CAPTERRA FINANCIAL GROUP, INC.
, a Colorado corporation (the
“Company”) hereby certifies that BOCO INVESTMENTS,
LLC. , a limited liability company organized under the laws of
the State of Colorado, its registered successors and permitted
assigns registered on the books of the Company maintained for such
purposes as the registered holder hereof (the
“Holder”), for value received, is entitled to purchase
from the Company the number of fully paid and non-assessable shares
of Common Stock of the Company (the “Shares”), stated
above at the purchase price of $.25 per Share (the “Exercise
Price”) (the number of Shares and Exercise Price being
subject to adjustment as hereinafter provided) upon the terms and
conditions herein provided.
(a) Subject to subsection (b) of this
Section 1, upon presentation and surrender of this Warrant
Certificate, with the attached Purchase Form duly executed, at the
principal office of the Company at 1440 Blake Street,
Suite 310, Denver, Colorado 80202, or at such other place as
the Company may designate by notice to the Holder hereof, together
with a certified or bank cashier’s check payable to the order
of the Company in the amount of the Exercise Price times the number
of Shares being purchased, the Company shall deliver to the Holder
hereof, as promptly as practicable, certificates representing the
Shares being purchased. This Warrant may be exercised in whole or
in part; and, in case of exercise hereof in part only, the Company,
upon surrender hereof, will deliver to the Holder a new Warrant
Certificate or Warrant Certificates of like tenor entitling the
Holder to purchase the number of Shares as to which this Warrant
has not been exercised.
(b) This Warrant may be exercised in whole
or in part at any time prior to 5:00 o’clock P.M., Mountain
Standard Time, on February 25, 2012 .
2. Exchange and Transfer of
Warrant. This Warrant (a) at any time prior to the
exercise hereof, upon presentation and surrender to the Company,
may be exchanged, alone or with other Warrants of like tenor
registered in the name of the Holder, for another Warrant or other
Warrants of like tenor in the name of such Holder exercisable for
the same aggregate number of Shares as the Warrant or Warrants
surrendered, and (b) may be sold, transferred, hypothecated or
assigned, in whole or in part.
3. Rights
and Obligations of Warrant Holder.
(a) The Holder of this Warrant Certificate
shall not, by virtue hereof, be entitled to any rights of a
stockholder in the Company, either at law or in equity; provided,
however, in the event that any certificate representing the Shares
is issued to the Holder hereof upon exercise of this Warrant, such
Holder shall, for all purposes, be deemed to have become the holder
of record of such Shares on the date on which this Warrant
Certificate, together with a duly executed Purchase Form, was
surrendered and payment of the Exercise Price was made,
irrespective of the date of delivery of such Share certificate. The
rights of the Holder of this Warrant are limited to those expressed
herein and the Holder of this Warrant, by its acceptance hereof,
consents to and agrees to be bound by and to comply with all the
provisions of this Warrant Certificate, including, without
limitation, all the obligations imposed upon the Holder hereof by
Sections 2 and 5 hereof. In addition, the Holder of this
Warrant Certificate, by accepting the same, agrees that the Company
may deem and treat the person in whose name this Warrant
Certificate is registered on the books of the Company maintained
for such purpose as the absolute, true and lawful owner for all
purposes whatsoever, notwithstanding any notation of ownership or
other writing thereon, and the Company shall not be affected by any
notice to the contrary.
(b) No Holder of this Warrant Certificate,
as such, shall be entitled to vote or receive distributions or to
be deemed the holder of Shares for any purpose, nor shall anything
contained in this Warrant Certificate be construed to confer upon
any Holder of this Warrant Certificate, as such, any of the rights
of a stockholder of the Company or any right to vote, give or
withhold consent to any action by the Company, whether upon any
recapitalization, issue of stock, reclassification of stock,
merger, conveyance or otherwise, receive notice of meetings or
other action affecting stockholders (except for notices provided
for herein), receive distributions, subscription rights, or
otherwise, until this Warrant shall have been exercised and the
Shares purchasable upon the exercise thereof shall have become
deliverable as provided herein; provided, however, that any such
exercise on any date when the stock transfer books of the Company
shall be closed shall constitute the person or persons in whose
name or names the certificate or certificates for those Shares are
to be issued as the record holder or holders thereof for all
purposes at the opening of business on the next succeeding day on
which such stock transfer books are open, and the Warrant
surrendered shall not be deemed to have been exercised, in whole or
in part as the case may be, until the next succeeding day on which
stock transfer books are open for the purpose of determining
entitlement to distributions on the Company’s common
stock.
4. Shares Underlying Warrants. The
Company covenants and agrees that all Shares delivered upon
exercise of this Warrant shall, upon delivery and payment
therefore, be duly and validly authorized and issued, fully-paid
and non-assessable, and free from all stamp taxes, liens, and
charges with respect to the purchase thereof. In addition, the
Company agrees at all times to reserve and keep available an
authorized number of Shares sufficient to permit the exercise in
full of this Warrant.
5.
Disposition of Warrants or Shares.
(a) The holder of this Warrant Certificate
and any transferee hereof or of the Shares issuable upon the
exercise of the Warrant Certificate, by their acceptance hereof,
hereby understand and agree that the Warrant, and the Shares
issuable upon the exercise hereof, have not been registered under
either the Securities Act of 1933 (the “Act”) or
applicable state securities laws (the “State Acts”) and
shall not be sold, pledged, hypothecated, donated, or otherwise
transferred (whether or not for consideration) except upon the
issuance to the Company of a favorable opinion of counsel or
submission to the Company of such evidence as may be satisfactory
to counsel to the Company, in each such case, to the effect that
any such transfer shall not be in violation of the Act and the
State Acts. It shall be a
|
