USCorp
A Form of
Warrant
NEITHER
THE SECURITIES REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON
THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE “
SECURITIES
ACT ”), OR ANY STATE SECURITIES LAWS AND MAY
NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED
UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL
TO THE HOLDER OF THIS WARRANT OR SUCH SECURITIES, WHICH COUNSEL AND
OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT THIS
WARRANT OR SUCH SECURITIES, AS APPLICABLE, MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED, OR OTHERWISE TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR APPLICABLE STATE SECURITIES
LAWS.
THE TRANSFER OF THIS WARRANT
IS RESTRICTED AS DESCRIBED HEREIN.
USCORP
Warrants for the
Purchase
of
Shares of Common
Stock
THIS CERTIFIES that, for value received,
______________________________ (together with all
permitted assigns, the “ Holder ”) is entitled
to subscribe for, and purchase from, USCorp, a
Nevada corporation (the “ Company ”), up to
__________ shares of the Company’s common stock upon the
terms and conditions set forth herein, at any time or from time to
time during the period commencing on the date hereof (the “
Initial Exercise Date ”) and terminating at 5:00
p.m., Las Vegas, Nevada local time, on the second anniversary of
the Initial Exercise Date (the “ Exercise Period
”). This Warrant is exercisable at an exercise price per
share equal to $0.20 per share (the “ Exercise Price
”) provided, however, that upon the occurrence of any of the
events specified in Section 5 hereof, the rights granted by this
Warrant, including the number of shares of Common Stock to be
received upon such exercise, shall be adjusted as therein
specified.
This Warrant,
together with the warrants issuable upon the transfer hereof, are
hereinafter referred to as the “ Warrants ”.
Each share of Common Stock issuable upon the exercise hereof or
thereof shall be hereinafter referred to as a “ Warrant
Share ”.
This Warrant
has been issued in accordance with the agreement, dated
______, ___, 2008 between the Holder and the
Company.
Section
1
Exercise of
Warrant .
(a) This Warrant may be exercised during the
Exercise Period, either in whole or in part, by the surrender of
this Warrant (accompanied by the election form, attached hereto,
duly executed) to the Company at its office at 4535 W. Sahara
Avenue, Suite 200, Las Vegas, Nevada 89102, or at such other place
as is designated in writing by the Company, together with a
certified or bank cashier’s check payable to the order of the
Company in an amount equal to the product of the Exercise Price and
the number of Warrant Shares for which this Warrant is being
exercised.
Section
2
Rights Upon Exercise;
Delivery of Securities .
Upon each
exercise of the Holder’s rights to purchase Warrant Shares,
the Holder shall be deemed to be the holder of record of the
Warrant Shares, notwithstanding that the transfer books of the
Company shall then be closed or certificates representing the
Warrant Shares with respect to which this Warrant was exercised
shall not then have been actually delivered to the Holder. As soon
as practicable after each such exercise of this Warrant, the
Company shall issue and deliver to the Holder a certificate or
certificates representing the Warrant Shares issuable upon such
exercise, registered in the name of the Holder or its designee. If
this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and
deliver a Warrant evidencing the right of the Holder to purchase
the balance of the aggregate number of Warrant Shares purchasable
hereunder as to which this Warrant has not been exercised or
assigned.
Section
3
Registration of Transfer
and Exchange .
Any Warrants
issued upon the transfer or exercise in part of this Warrant shall
be numbered and shall be registered in a warrant register (the
“ Warrant Register ”) as they are issued. The
Company shall be entitled to treat the registered holder of any
Warrant on the Warrant Register as the owner in fact thereof for
all purposes, and shall not be bound to recognize any equitable or
other claim to, or interest in, such Warrant on the part of any
other person, and shall not be liable for any registration or
transfer of Warrants which are registered or to be registered in
the name of a fiduciary or the nominee of a fiduciary unless made
with the actual knowledge that a fiduciary or nominee is committing
a breach of trust in requesting such registration of transfer, or
with the knowledge of such facts that its participation therein
amounts to bad faith. This Warrant shall be transferable on the
books of the Company only upon delivery thereof duly endorsed by
the Holder or by his duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment, or
authority to transfer. In all cases of transfer by an attorney,
executor, administrator, guardian, or other legal representative,
duly authenticated evidence of his, her, or its authority shall be
produced. Upon any registration of transfer, the Company shall
deliver a new Warrant or Warrants to the person entitled thereto.
This Warrant may be exchanged, at the option of the Holder thereof,
for another Warrant, or other Warrants of different denominations,
of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof),
upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, neither this Warrant nor the Warrant
Shares issued or issuable upon exercise of this Warrant may be
sold, transferred, assigned, hypothecated or otherwise disposed of
without the Holder first providing the Company with an opinion of
counsel reasonably satisfactory to the Company that such sale,
transfer, assignment, hypothecation or other disposal will be
exempt from the registration and prospectus delivery requirements
of applicable federal and state securities laws and
regulations.
Section
4
Reservation of
Shares .
The Company
shall at all times reserve and keep available out of its authorized
and unissued Common Stock, solely for the purpose of providing for
the exercise of the Warrants, such number of shares of Common Stock
as shall, from time to time, be sufficient therefor. The Company
represents that all shares of Common Stock issuable upon exercise
of this Warrant are duly authorized and, upon receipt by the
Company of the full payment for such Warrant Shares, will be
validly issued, fully paid, and nonassessable, without any personal
liability attaching to the ownership thereof and will not be issued
in violation of any preemptive or similar rights of
stockholders.
(a) If, while this Warrant is outstanding, the
Company effects a subdivision of the outstanding Common Stock, the
Exercise Price then in effect shall be proportionately decreased
and the number of Warrant Shares issuable upon exercise of this
Warrant shall be increased in proportion to such increase of
outstanding Common Stock, and conversely, if, while this Warrant is
outstanding, the Company combines the outstanding Common Stock, the
Exercise Price then in effect shall be proportionately increased
and the number of Warrant Shares issuable upon exercise of this
Warrant shall be decreased in proportion to such decrease in
outstanding Common Stock. Any adjustment under this Section 5(a)
shall become effective as of the record date for such event and if
such subdivision or combination is not consummated in full the
Exercise Price and the number of Warrant Shares shall be readjusted
accordingly. For purposes of this Section 5(a), a stock dividend
shall be considered a stock split.
(b)
All calculations under this Section
5 shall be made to the nearest cent or to the nearest one-hundredth
of a share, as the case may be.
(c)
In any case in which this Section 5
shall require that an adjustment in the number of Warrant Shares be
made effective as of a record date for a specified event, the
Company may elect to defer, until the occurrence of such event,
issuing to the Holder, if the Holder exercised this Warrant after
such record date, the Warrant Shares, if any, issuable upon such
exercise over and above the number of Warrant Shares issuable
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