NEITHER THIS
WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS
AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS
OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL FOR THE COMPANY, IS
AVAILABLE.
SPLINTERNET HOLDINGS, INC.
(a Delaware
corporation)
Warrant for the Purchase of
_________ Shares
of Common Stock, par value $.001
per share
Void after 11:59 p.m., Eastern
Time, on ______________
SPLINTERNET HOLDINGS, INC., a Delaware
corporation (the “Company”), hereby certifies that
______________________ (the “Holder”), for value
received, is entitled, subject to the provisions of this Warrant,
to purchase from the Company at any time, or from time to time
during the period commencing as of the date hereof and expiring at
11:59 p.m., Eastern Time, on _________________ (the
“Expiration Date”), up to ___________
fully paid and non-assessable shares of Common Stock at a price of
$_______ per share (the “Exercise
Price”).
The term
“Common Stock” means the common stock, par value $.001
per share, of the Company as constituted on the date hereof (the
“Base Date”), together with any other equity securities
that may be issued by the Company in respect thereof or in
substitution therefor. The number of shares of Common
Stock to be received upon the exercise of this Warrant may be
adjusted from time to time as hereinafter set forth. The
shares of Common Stock deliverable or delivered upon such exercise,
as adjusted from time to time, are hereinafter referred to as
“Warrant Stock”.
Section
1. Exercise of Warrant . This Warrant may
be exercised, subject to the requirements set forth below, in
whole, or in part, at any time during the period commencing as of
the date hereof and expiring at 11:59 p.m., Eastern Time, on the
Expiration Date set forth above, by presentation and surrender of
this Warrant certificate to the Company at its principal office,
with the Warrant Exercise Form attached hereto duly executed and
accompanied by payment (either in cash or by certified or official
bank check, payable to the order of the Company) of the aggregate
Exercise Price for the number of shares specified in such form and
instruments of transfer, if appropriate, duly executed by the
Holder. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant certificate for
cancellation, execute and deliver a new Warrant certificate
evidencing the rights of the Holder thereof to purchase the balance
of the shares purchasable hereunder. The Holder shall
pay any and all documentary stamp or similar issue or transfer
taxes payable in respect of the issue or delivery of shares of
Common Stock on exercise of this Warrant. The Company
shall promptly thereafter issue certificate(s) evidencing the
Common Stock so purchased.
Section
2. Reservation of Shares . The Company
shall at all times reserve for issuance and delivery upon exercise
of this Warrant all shares of Common Stock or other shares of
capital stock of the Company (and other securities) from time to
time receivable upon exercise of this Warrant. All such
shares (and other securities) shall be duly authorized and, when
issued upon exercise, shall be validly issued, fully paid and
non-assessable.
Section
3. No Fractional Shares . No fractional
shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant.
Section
4. Assignment and Transfer . Neither
this Warrant nor the Warrant Stock or any other security issued or
issuable upon exercise of this Warrant may be transferred except
pursuant to an effective registration statement under the
Securities Act of 1933, as amended (the “Act”), or an
opinion of counsel reasonably acceptable to the Company that such
registration is not required. Subject to such transfer
conditions, this Warrant and the Warrant Stock are transferable, in
whole or in part, without charge to the Holder, upon surrender of
this Warrant with a properly executed assignment at the principal
office of the Company.
Section
5. Loss, Theft, Destruction or Mutilation of Warrant
. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of
this Warrant certificate, and (in the case of loss, theft or
destruction) of satisfactory indemnification, and upon surrender
and cancellation of this Warrant certificate, if mutilated, the
Company shall execute and deliver a new Warrant certificate of like
tenor and date.
Section
6. Rights of the Holder . The Holder shall
not, by virtue hereof, be entitled to any rights of a shareholder
in the Company, either at law or equity, unless and until this
Warrant is exercised. The
