Attached files
| file | filename |
|---|---|
| 8-K - Trans-Pacific Aerospace Company, Inc. | v173022_8k.htm |
| EX-10.3 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-3.htm |
| EX-99.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex99-1.htm |
| EX-10.4 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-4.htm |
| EX-10.5 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-5.htm |
| EX-16.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex16-1.htm |
| EX-10.6 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-6.htm |
| EX-10.1 - Trans-Pacific Aerospace Company, Inc. | v173022_ex10-1.htm |
THIS
WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.
PINNACLE
ENERGY CORP.
SERIES A
COMMON STOCK PURCHASE WARRANT
Warrant
No.: _A-1_
February
1, 2010
THIS
CERTIFICATE certifies that Harbin Aerospace Company, LLC, having an address at
777 Woodward Blvd., Pasadena, CA 91107, or permitted assignees is the registered
holder (the “Holder”) of
this Series A Common Stock Purchase Warrant (the “Warrant”) to purchase shares
of the common stock, $.001 par value per share (the “Common Stock”), of Pinnacle
Energy Corp., a corporation duly organized and validly existing under the laws
of the State of Nevada (the “Company”). This
Warrant has been issued to the Holder in connection with the Asset Purchase
Agreement dated as of January 27, 2010 (together with all documents and filings
attached thereto, the “Purchase
Agreement”).
FOR VALUE
RECEIVED, the Company hereby certifies that the Holder is entitled to purchase
from the Company Four Million (4,000,000) duly authorized, validly issued, fully
paid and nonassessable shares of Common Stock (the “Warrant Shares”) at a purchase
price per share equal to $0.50 (the “Warrant Price”), and subject
to the terms, conditions and adjustments set forth below in this Warrant and in
the Offering Documents. The person or entity in whose name this
Warrant is registered on the records of the Company regarding registration and
transfers of this Warrant (the “Warrant Register”) is the
owner and holder thereof for all purposes, except as described in Section 6
hereof.
1. Vesting of
Warrant. This Warrant shall vest and become exercisable on the
date that the Company recognizes revenue, in accordance with U.S. GAAP, equal to
or exceeding $50,000,000 for any consecutive twelve-month period following the
Closing Date (as defined in the Acquisition Agreement) (“Vesting Date”).
2. Expiration of
Warrant. This Warrant shall expire at 5:00 p.m., New York
local time, on January 31, 2015 (the “Expiration
Date”).
3. Exercise of
Warrant. This Warrant shall be exercisable pursuant to the
terms of Section 1 and this Section 3 hereof.
3.1 Manner of
Exercise. This Warrant may only be exercised by the Holder
hereof, in accordance with the terms and conditions hereof, in whole or in part
with respect to any portion of this Warrant, into shares of Common Stock, during
normal business hours on any day other than a Saturday or a Sunday or a day on
which commercial banking institutions in New York, New York are authorized by
law to be closed (a “Business
Day”) on or prior to the Expiration Date with respect to such portion of
this Warrant, by surrender of this Warrant to the Company at its office
maintained pursuant to Section 8.2(a) hereof, accompanied by an exercise notice
in substantially the form attached to this Warrant as Exhibit A duly
executed by or on behalf of the Holder together with (a) or (b)
below:
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(a)
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the
payment of the Warrant Price in cash;
or
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(b) (i) the
Holder may, at its option, elect to exercise this Warrant, in whole or in part,
on a cashless basis, by surrendering this Warrant, with the purchase form
attached to this Warrant as Exhibit A duly executed by or on behalf of the
Holder, at the principal office of the Company, or at such other office or
agency as the Company may designate, by canceling a portion of this Warrant in
payment of the Warrant Price payable in respect of the number of Warrant Shares
purchased upon such exercise. In the event of an exercise pursuant to
this subsection 3.1(b), the number of Warrant Shares issued to the Holder shall
be determined according to the following formula:
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X =
Y(A-B)
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A
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Where: X
=
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the
number of Warrant Shares that shall be issued to the
Holder;
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Y
=
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the
number of Warrant Shares for which this Warrant is being exercised (which
shall include both the number of Warrant Shares issued to the Holder and
the number of Warrant Shares subject to the portion of the Warrant being
cancelled in payment of the Warrant Price);
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A
=
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the
Fair Market Value (as defined below) of one share of Common Stock;
and
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B
=
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the
Warrant Price then in
effect.
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(ii)
The Fair Market Value per share of Common Stock shall be determined as
follows:
(1) If
the Common Stock is listed on a national securities exchange, the Nasdaq
National Market, the OTC Bulletin Board or another nationally recognized trading
system as of the Exercise Date, as defined below, the Fair Market Value per
share of Common Stock shall be deemed to be the average of the high and low
reported sale prices per share of Common Stock thereon on the trading day
immediately preceding the Exercise Date, as defined below, (provided that if the
Common Stock is not so listed on such day, the Fair Market Value per share of
Common Stock shall be determined pursuant to clause (2) below).
2
(2) If the Common Stock is not
listed on a national securities exchange, the Nasdaq National Market, the OTC
Bulletin Board or another nationally recognized trading system as of the
Exercise Date, as defined below, the Fair Market Value per share of Common Stock
shall be deemed to be the amount most recently determined by the Board of
Directors of the Company or an authorized committee of the Board of Directors of
the Company (the “Board”) to represent the fair market value per share of the
Common Stock (including without limitation a determination for purposes of
granting Common Stock options or issuing Common Stock under any plan, agreement
or arrangement with employees of the Company); and, upon request of the Holder,
the Board (or a representative thereof) shall, as promptly as reasonably
practicable but in any event not later than 15 days after such request, notify
the Holder of the Fair Market Value per share of Common
Stock. Notwithstanding the foregoing, if the Board has not made such
a determination within the three-month period prior to the Exercise Date, as
defined below, then (A) the Board shall make, and shall provide or cause to
be provided to the Holder notice of, a determination of the Fair Market Value
per share of the Common Stock within 15 days of a request by the Holder that it
do so, and (B) the exercise of this Warrant pursuant to this subsection
3.1(b) shall be delayed until such determination is made and notice thereof is
provided to the Holder.
3.2 When Exercise
Effective. Each exercise of this Warrant shall be deemed to
have been effected immediately prior to the close of business on the Business
Day on which this Warrant shall have been surrendered to the Company as provided
in Section 3.1 hereof (“Exercise Date”), and, at such time, the corporation,
association, partnership, organization, business, individual, government or
political subdivision thereof or a governmental agency (a “Person” or the “Persons”) in whose name or
names any certificate or certificates for shares of Common Stock shall be
issuable upon exercise as provided herein shall be deemed to have
become the holder or holders of record thereof.
3.3 Delivery of Stock
Certificates. As soon as practicable after each exercise of
this Warrant, in whole or in part, and in any event within three (3) Business
Days thereafter, the Company at its expense (including the payment by it of any
applicable issue taxes) will cause to be issued in the name of and delivered to
the Holder hereof or, subject to Section 6 hereof, as the Holder (upon payment
by the Holder of any applicable transfer taxes) may direct:
(a) a certificate or certificates
(with appropriate restrictive legends, as applicable) for the number of duly
authorized, validly issued, fully paid and nonassessable shares of Common Stock
to which the Holder shall be entitled upon exercise plus, in lieu of any
fractional share to which the Holder would otherwise be entitled, all issuances
of Common Stock shall be rounded up to the nearest whole share.
3
(b) in case exercise is in part only,
a new Warrant of like tenor, dated the date hereof and calling in the aggregate
on the face thereof for the number of shares of Common Stock equal to the number
of shares called for on the face of this Warrant minus the number of shares
designated by the Holder upon exercise as provided in Section 3.1 hereof
(without giving effect to any adjustment thereof).
3.4 Shares to be Fully Paid; Reservation
of Shares. The Company covenants and agrees that all shares of
Common Stock which may be issued upon the exercise of rights presented by this
Warrant will, upon issuance by the Company, be validly issued, fully paid and
nonassessable, and free from preemptive rights and free from all taxes, liens
and charges with respect thereto. The Company further covenants and
agrees that, from and after the date of issuance of the Warrant and during the
period within which the rights represented by this Warrant may be exercised, the
Company will at all times have authorized, and reserve, free from preemptive
rights, out of its authorized but unissued shares of Common Stock, solely for
the purpose of effecting the exercise of this Warrant, a sufficient number of
shares of Common Stock to provide for the exercise of the rights represented by
this Warrant.
3.5 Company to Reaffirm
Obligations. The Company will, at the time of each exercise of
this Warrant, upon the written request of the Holder hereof, acknowledge in
writing its continuing obligation to afford to the Holder all rights (including
without limitation any rights to registration of the shares of Common Stock
issued upon exercise) to which the Holder shall continue to be entitled after
exercise in accordance with the terms of this Warrant; provided, however, that if the
Holder shall fail to make a request, the failure shall not affect the continuing
obligation of the Company to afford the rights to such Holder.
4. Anti-dilution
Adjustment.
4.1 Stock Dividends, Stock Splits,
Etc. If the Company declares or pays a dividend on its
Common Stock payable in Common Stock or other securities, or subdivides the
outstanding Common Stock into a greater amount of Common Stock, then upon
exercise of this Warrant, for each Warrant Share acquired, Holder shall receive,
without cost to Holder, the total number and kind of securities to which Holder
would have been entitled had Holder owned the Warrant Shares of record as of the
date the dividend or subdivision occurred.
4.2 Reclassifications, Exchange or
Substitution. Upon any reclassification, exchange,
substitution, or other event that results in a change of the number and/or class
of the securities issuable upon exercise of this Warrant, Holder shall be
entitled to receive, upon exercise of this Warrant, the number and kind of
securities and property that Holder would have received for the Warrant Shares
if this Warrant had been exercised immediately before such reclassification,
exchange, substitution, or other event. The Company or its successor
shall promptly issue to Holder a new Warrant for such new securities or other
property. The new Warrant shall provide for adjustments which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this Section 4.2, including, without limitation, adjustments to the Warrant
Price and to the number of securities or property issuable upon exercise of the
new Warrant. The provisions of this Section 4.2 shall similarly
apply to successive reclassifications, exchanges, substitutions, or other
events.
4
4.3 Adjustments for Combinations,
Etc. If the outstanding shares of Common Stock are
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares, the Warrant Price shall be proportionately increased.
4.4 Merger or
Consolidation. In case of any consolidation of the
Company with, or merger of the Company into any other corporation, or in the
case of any sale or conveyance of all or substantially all of the assets of the
Company other than in connection with a plan of complete liquidation of the
Company, then as a condition of such consolidation, merger or sale or
conveyance, adequate provision will be made whereby the registered holder of the
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock immediately theretofore subject to
acquisition upon the exercise of this Warrant, such shares of stock, securities
or assets as may be issued or payable with respect to or in exchange for the
number of shares of Common Stock immediately theretofore subject to acquisition
and receivable upon exercise of this Warrant had such consolidation, merger or
sale or conveyance not taken place. In any such case, the Company
will make appropriate provision to insure that the provisions of this Section 4
hereof will thereafter be applicable as nearly as may be in relation to any
shares of stock or securities thereafter deliverable upon the exercise of this
Warrant.
4.5 Notice of
Adjustments. Upon any adjustment of the terms of this Warrant
pursuant to this Section 4, then and in each such case the Company shall
promptly deliver a notice to the registered Holder of this Warrant, which notice
shall state the Warrant Price resulting from such adjustment and the changes, if
any, in the number of Warrant Shares or kind of securities or other property
purchasable at such price upon the exercise hereof, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is
based.
4.6 Adjustment in Number of
Securities. Upon each adjustment of the Warrant Price pursuant
to the provisions of this Section 4, the number of securities issuable upon the
exercise of each Warrant shall be adjusted to the nearest full amount by
multiplying a number equal to the Warrant Price in effect immediately prior to
such adjustment by the number of Warrant Shares issuable upon exercise of the
Warrants immediately prior to such adjustment and dividing the product so
obtained by the adjusted Warrant Price.
4.7 No Fractional
Shares. No fractional shares shall be issuable upon
exercise of this Warrant and the number of Warrant Shares to be issued shall be
rounded down to the nearest whole share.
5
5. Reservation of
Shares. The Company shall at all times reserve and keep
available out of its authorized but unissued shares of Common Stock, free from
all taxes, liens and charges with respect to the issue thereof and not be
subject to preemptive rights or other similar rights of stockholders of the
Company, solely for the purpose of issuing the shares of Common Stock underlying
this Warrant, such number of its shares of Common Stock as shall from time to
time be sufficient to effect the issuance or exercise thereof, and if at any
time the number of authorized but unissued shares of Common Stock shall not be
sufficient to issue the Common Stock and effect the exercise of this Warrant, in
addition to such other remedies as shall be available to Holder, the Company
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase the number of authorized but unissued shares of Common
Stock to such number of shares as shall be sufficient for such purposes,
including without limitation, using its best efforts to obtain the requisite
stockholder approval necessary to increase the number of authorized shares of
the Company’s Common Stock. All shares of Common Stock issuable upon
exercise of this Warrant shall be duly authorized and, when issued upon
exercise, shall be validly issued and, in the case of shares, fully paid and
nonassessable and free from preemptive rights and free from taxes, liens and
charges with respect thereto.
6. No
Impairment. The Company will not, by amendment of its charter
or through reorganization, consolidation, merger, dissolution, sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant but will at all times carry out all such
terms and take all such action as may be reasonably necessary or appropriate in
order to protect the rights of the holder of this Warrant against
impairment.
7. Restrictions on
Transfer.
7.1 Restrictive
Legends. This Warrant and each Warrant issued upon transfer or
in substitution for this Warrant pursuant to Section 7, each certificate for
Common Stock issued upon the exercise of any Warrant and each certificate issued
upon the transfer of any such Common Stock shall be transferable only upon
satisfaction of the conditions specified in this Section 7 and Section
8.4. Each of the foregoing securities shall be stamped or otherwise
imprinted with a legend reflecting the restrictions on transfer set forth in
Section 7 and Section 8.4 hereof and any restrictions required under the
Securities Act of 1933, as amended (the “Act”).
7.2 Notice of Proposed Transfer; Opinion
of Counsel. Subject to compliance with applicable securities
laws, this Warrant, and the rights evidenced hereby, may be transferred by any
registered holder hereof (a "Transferor"). On the surrender
for exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the “Transferor Endorsement Form")
and together with an opinion of counsel reasonably satisfactory to the Company
that the transfer of this Warrant will be in compliance with applicable
securities laws, the Company at its expense, twice, only, but with payment by
the Transferor of any applicable transfer taxes, will issue and deliver to or on
the order of the Transferor thereof a new Warrant or Warrants of like tenor, in
the name of the Transferor and/or the transferee(s) specified in such Transferor
Endorsement Form (each a "Transferee"), calling in the
aggregate on the face or faces thereof for the number of shares of Common Stock
called for on the face or faces of the Warrant so surrendered by the
Transferor. No such transfers shall result in a public distribution
of the Warrant.
6
7.3 Termination of Restrictions.
The restrictions imposed by this Section 7 upon the transferability of
Restricted Securities shall cease and terminate as to any particular Restricted
Securities: (a) which Restricted Securities shall have been effectively
registered under the Act, or (b) when, in the opinions of both counsel for the
Holder thereof and counsel for the Company, such restrictions are no longer
required in order to insure compliance with the Act or Section 8
hereof. Whenever such restrictions shall cease and terminate as to
any Restricted Securities, the Holder thereof shall be entitled to receive from
the Company, without expense (other than applicable transfer taxes, if any), new
securities of like tenor not bearing the applicable legends required by Section
7.1 hereof.
8. Ownership, Transfer and
Substitution of Warrant.
8.1 Ownership of
Warrant. The Company may treat the person in whose name this
Warrant is registered in the Warrant Register maintained pursuant to Section
8.2(b) hereof as the owner and holder thereof for all purposes, notwithstanding
any notice to the contrary, except that, if and when any Warrant is properly
assigned in blank, the Company may (but shall not be obligated to) treat the
bearer thereof as the owner of such Warrant for all purposes, notwithstanding
any notice to the contrary. Subject to Section 7 hereof, this
Warrant, if properly assigned, may be exercised by a new holder without a new
Warrant first having been issued.
8.2 Office; Transfer and Exchange of
Warrant.
(a) The
Company will maintain as principal offices at 30950 Rancho Viejo Rd #120, San
Juan Capistrano, CA 92675 as the office where notices, presentations
and demands in respect of this Warrant may be made upon it until the Company
notifies the holder of this Warrant of any change of location of the
office.
(b) The
Company shall cause to be kept at its office maintained pursuant to Section
8.2(a) hereof a Warrant Register for the registration and transfer of this
Warrant. The names and addresses of holders of this Warrant, the
transfers thereof and the names and addresses of transferees of this Warrant
shall be registered in such Warrant Register. The Person in whose
name any Warrant shall be so registered shall be deemed and treated as the owner
and holder thereof for all purposes of this Warrant, and the Company shall not
be affected by any notice or knowledge to the contrary.
(c) Upon
the surrender of this Warrant, properly endorsed, for registration of transfer
or for exchange at the office of the Company maintained pursuant to Section
8.2(a) hereof, the Company at its expense will (subject to compliance with
Section 8 hereof, if applicable) execute and deliver to or upon the order of the
Holder thereof a new Warrant of like tenor, in the name of such holder or as
such holder (upon payment by such holder of any applicable transfer taxes) may
direct, calling in the aggregate on the face thereof for the number of shares of
Common Stock called for on the face of this Warrant so surrendered.
7
8.3 Replacement of
Warrant. Upon receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, upon
delivery of indemnity reasonably satisfactory to the Company in form and amount
or, in the case of any mutilation, upon surrender of this Warrant for
cancellation at the office of the Company maintained pursuant to Section 8.2(a)
hereof, the Company at its expense will execute and deliver, in lieu thereof, a
new Warrant of like tenor and dated the date hereof.
8.4 Restrictions on
Transfer. In addition to the restrictions on transfer set
forth in Section 7 hereof, neither this Warrant nor any portion of this Warrant
may be transferred without the consent of the Company.
9. No Rights or Liabilities as
Stockholder. No Holder shall be entitled to vote or receive
dividends or be deemed the holder of any shares of Common Stock or any other
securities of the Company which may at any time be issuable on the exercise
hereof for any purpose, nor shall anything contained herein be construed to
confer upon the Holder, as such, any of the rights of a stockholder of the
Company or any right to vote for the election of directors or upon any matter
submitted to stockholders at any meeting thereof, or to give or withhold consent
to any corporate action (whether upon any recapitalization, issuance of stock,
reclassification of stock, change of par value, consolidation, merger,
conveyance, or otherwise) or to receive notice of meetings, or to receive
dividends or subscription rights or otherwise until this Warrant shall have been
exercised and the shares of Common Stock purchasable upon the exercise hereof
shall have become deliverable, as provided herein. The Holder will
not be entitled to share in the assets of the Company in the event of a
liquidation, dissolution or the winding up of the Company.
10. Notices of Record Date,
Etc. In case the Company shall take a record of the holders of
its Common Stock (or other stock or securities at the time deliverable upon the
exercise of this Warrant) for the purpose of entitling or enabling them to
receive any dividend or other distribution, or to receive any right to subscribe
for or purchase any shares of stock of any class or any other securities, or to
receive any other right; or of any capital reorganization of the Company, any
reclassification of the capital stock of the Company, any consolidation or
merger of the Company with or into another corporation (other than a
consolidation or merger in which the Company is the surviving entity), or any
transfer of all or substantially all of the assets of the Company; or of the
voluntary or involuntary dissolution, liquidation or winding-up of the Company,
then, and in each such case, the Company will mail or cause to be mailed to the
registered holder of this Warrant a notice specifying, as the case may be: (i)
the date on which a record is to be taken for the purpose of such dividend,
distribution or right, and stating the amount and character of such dividend,
distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock (or such other stock or securities at the
time deliverable upon the exercise of this Warrant) shall be entitled to
exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least ten (10) days prior
to the record date or effective date for the event specified in such notice
unless such prior notice is waived by the registered holder of this
Warrant.
8
11. Notices. Any
notice or other communication in connection with this Warrant shall be deemed to
be given if in writing (or in the form of a facsimile) addressed as hereinafter
provided and actually delivered at said address: (a) if to any Holder, at the
registered address of such holder as set forth in the Warrant Register kept at
the office of the Company maintained pursuant to Section 8.2(a) hereof, or (b)
if to the Company, to the attention of its Chief Financial Officer at its office
maintained pursuant to Section 8.2(a) hereof; provided, however, that the
exercise of any Warrant shall be effective in the manner provided in Section 3
hereof.
12. Payment of
Taxes. The Company will pay all documentary stamp taxes
attributable to the issuance of shares of Common Stock underlying this Warrant
upon exercise of this Warrant; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect of
any transfer involved in the registration of any certificate for shares of
Common Stock underlying this Warrant in a name other that of the
Holder. The Holder is responsible for all other tax liability that
may arise as a result of holding or transferring this Warrant or receiving
shares of Common Stock underlying this Warrant upon exercise
hereof.
13. Warrant
Agent. The Company shall serve as warrant agent under this
Warrant. Upon thirty (30) days notice to the Holder, the Company may
appoint a new warrant agent. Any corporation into which the Company
or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or
any corporation to which the Company or any new warrant agent transfers
substantially all of its corporate trust or stockholders services business shall
be successor warrant agent under this Warrant without any further
act. Any such successor warrant agent shall promptly cause notice of
its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant
Register.
14. Miscellaneous. This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of the change, waiver, discharge or termination is sought. This Warrant shall be
construed and enforced in accordance with and governed by the laws of the State
of Nevada. The section headings in this Warrant are for purposes of
convenience only and shall not constitute a part hereof.
9
IN
WITNESS WHEREOF, the Company has caused this Common Stock Purchase Warrant to be
duly executed as of the date first above written.
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PINNACLE
ENERGY CORP.
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By:
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Name:
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Title:
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10
EXHIBIT
A
PURCHASE
FORM
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To:
Pinnacle Energy Corp.:
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Dated:____________
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The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No. ___), hereby elects to purchase (check applicable
box):
_________
shares of the Common Stock of Pinnacle Energy Corp. covered by such Warrant;
or
the
maximum number of shares of Common Stock covered by such Warrant pursuant to the
cashless exercise procedure set forth in
subsection 3.1(b).
The
undersigned herewith makes payment of the full Warrant Price for such shares at
the price per share provided for in such Warrant. Such payment takes
the form of (check applicable
box or boxes):
$______ in lawful money of the United
States; and/or
the cancellation of such portion of the
attached Warrant as is exercisable for a total of _____ Warrant Shares (using a
Fair Market Value of $_____ per share for purposes of this calculation) ;
and/or
the cancellation of such number of
Warrant Shares as is necessary, in accordance with the formula set forth in
subsection 3.1(b), to exercise this Warrant with respect to the maximum
number of Warrant Shares purchasable pursuant to the cashless exercise procedure
set forth in subsection 3.1(b).
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Print
or Type Name
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(Signature
must conform in all respects to name of holder as
specified on the face of Warrant) |
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(Street
Address)
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(City)
(State)
(Zip
Code)
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11
EXHIBIT
B
FORM OF
TRANSFEROR ENDORSEMENT
(To be
signed only on transfer of Warrant)
For value
received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading "Transferees" the right represented by
the within Warrant to purchase the percentage and number of shares of Common
Stock of PINNACLE ENERGY CORP. to which the within Warrant relates specified
under the headings "Percentage Transferred" and "Number Transferred,"
respectively, opposite the name(s) of such person(s) and appoints each such
person Attorney to transfer its respective right on the books of PINNACLE ENERGY
CORP. with full power of substitution in the premises.
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Transferees
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Percentage Transferred
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Number Transferred
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Dated: ______________,
___________
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(Signature
must conform to name of holder as specified
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on
the face of the warrant)
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Signed
in the presence of:
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(Name)
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(address)
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ACCEPTED
AND AGREED:
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[TRANSFEREE]
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(address)
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(Name)
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12