Exhibit
10.7
Warrant
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 600,000 shares at an Exercise Price of $3.00 with
piggyback warrants to purchase 600,000 shares at an Exercise Price
of $5.00 for a total of 1,200,000 SHARES OF COMMON STOCK
Lid Hair Studios International,
Inc.
(a Nevada
Corporation)
Not Transferable or Exercisable
Except upon Conditions Herein Specified
Void after 5:00 P.M., Pacific
Time, on the September 30, 2011 for the $3.00 warrants and Void
after 5:00 P.M., Pacific Time, on September 30, 2012 for the $5.00
piggyback warrants.
Lid Hair
Studios International, Inc., a Nevada corporation (the "Company")
hereby certifies that, IFG Investments Services, Inc., 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 $3.00 per Share
and $5.00 per share (the "Exercise Price" of warrant and piggyback
warrant) (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 and c) of this Section 1 and Section 11
below, upon presentation and surrender of this Warrant Certificate,
with the attached Purchase Form duly executed, at the office of the
Company’s solicitor at William L. Macdonald, Macdonald
Tuskey, Corporate and Securities Lawyers, 1210 - 777 Hornby Street,
Vancouver, British Columbia V6Z 1S4 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., Pacific Time, on September 30, 2011 for the
$3.00 warrants and the $5.00 piggy back warrants may be exercised
in whole or in part at any time prior to 5:00 o'clock P.M., Pacific
Time, on September 30, 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, (b) may not be sold, transferred, hypothecated, or
assigned, in whole or in part, without the prior written consent of
the Company, which shall not be unreasonably withheld.
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 therefor, 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 condition to the transfe
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