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THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER
APPLICABLE STATE AND FOREIGN SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED,
OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
Warrant
No. xx
WARRANT
TO PURCHASE SHARES OF COMMON STOCK
OF
INNOLOG
HOLDINGS CORPORATION
THIS
CERTIFIES that, for value received, xxxxxxxxxxxxx is entitled
to purchase from INNOLOG
HOLDINGS CORPORATION, a Nevada corporation (the “Corporation”), subject to the
terms and conditions hereof, 500,000 shares (the “Warrant Shares”) of common
stock, $0.001 par value (the “Common
Stock”). This warrant, together with all warrants hereafter
issued in exchange or substitution for this warrant is referred to as the “Warrant” and the holder of
this Warrant is referred to as the “Holder.” The
number of Warrant Shares is subject to adjustment as hereinafter
provided. Notwithstanding anything to the contrary contained herein,
this Warrant shall expire at 5:00 pm Eastern Time on March 31, 2014, (the
“Warrant Termination
Date”).
1. Exercise of
Warrants.
(a) The
Holder may, at any time prior to the Warrant Termination Date exercise this
Warrant in whole or in part. The exercise price shall be at a
price per share equal to $.01. The Warrants are exercisable up
to March 31,
2014. This
Holder may exercise this Warrant by (1) surrendering this Warrant (properly
endorsed) at the principal office of the Corporation, or at such other agency or
office of the Corporation in the United States of America as the Corporation may
designate, (2) providing written notice stating the Holder elects to exercise
the Warrant and specifying the number of Warrants being exercised and the name
or names in which the Holder wishes the Certificate for shares of Common Stock
to be issued, and (3) paying to the Corporation the Exercise Price in
lawful money of the United States by check or wire transfer for each share of
Common Stock being purchased. Upon any partial exercise of this
Warrant, there shall be executed and issued to the Holder a new
Warrant in respect of the shares of Common Stock as to which this Warrant shall
not have been exercised. In the event of the exercise of the rights
represented by this Warrant, a certificate or certificates for the Warrant
Shares so purchased, as applicable, registered in the name of the Holder, shall
be delivered to the Holder hereof as soon as practicable after the rights
represented by this Warrant shall have been so exercised.
2.
Reservation of Warrant
Shares. The Corporation agrees that, prior to the expiration
of this Warrant, it will at all times have authorized and in reserve, and will
keep available, solely for issuance or delivery upon the exercise of this
Warrant, the number of Warrant Shares as from time to time shall be issuable by
the Corporation upon the exercise of this Warrant.
3. No Stockholder
Rights. This Warrant shall not entitle the holder hereof to
any voting rights or other rights as a stockholder of the
Corporation.
4. Transferability of
Warrant. Prior to the Termination Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Corporation by
the Holder in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed for
transfer. Any registration rights to which this Warrant may then be subject
shall be transferred together with the Warrant to the subsequent
purchaser. PLEASE NOTE, HOWEVER, the Warrants and any shares of our
Common Stock will be subject to certain restrictions on transferability and may
not be resold or otherwise transferred except pursuant to registrations under or
exemptions from the registration requirements of the Securities Act and
applicable state and foreign securities laws.
5. Certain
Adjustments. With respect to any rights that Holder has to
exercise this Warrant and convert into shares of Common Stock, Holder shall be
entitled to the following adjustments:
(a) Merger or
Consolidation. If at any time there shall be a merger or a
consolidation of the Corporation with or into another corporation when the
Corporation is not the surviving corporation, then, as part of such merger or
consolidation, lawful provision shall be made so that the holder hereof shall
thereafter be entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the aggregate Exercise Price then in
effect, the number of shares of stock or other securities or property (including
cash) of the successor corporation resulting from such merger or consolidation,
to which the holder hereof as the holder of the stock deliverable upon exercise
of this Warrant would have been entitled in such merger or consolidation if this
Warrant had been exercised immediately before such merger or
consolidation. In any such case, appropriate adjustment shall be made
in the application of the provisions of this Warrant with respect to the rights
and interests of the holder hereof as the holder of this Warrant after the
merger or consolidation.
(b) Reclassification,
Recapitalization, etc. If the Corporation at any time shall,
by subdivision, combination or reclassification of securities, recapitalization,
automatic conversion, or other similar event affecting the number or character
of outstanding shares of Common Stock, or otherwise, change any of the
securities as to which purchase rights under this Warrant exist into the same or
a different number of securities of any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with respect
to the securities that were subject to the purchase rights under this Warrant
immediately prior to such subdivision, combination, reclassification or other
change.
(c) Split or Combination of
Common Stock and Stock Dividend. In case the Corporation shall
at any time subdivide, recapitalize, split forward or change its outstanding
shares of Common Stock into a greater number of shares or declare a dividend
upon its Common Stock payable solely in shares of Common Stock, the Exercise
Price shall be proportionately reduced and the number of Warrant Shares
proportionately increased. Conversely, in case the outstanding shares
of Common Stock of the Corporation shall be combined or reverse split into a
smaller number of shares, the Exercise Price shall be proportionately increased
and the number of Warrant Shares proportionately reduced.
6. Legend and Stop Transfer
Orders. Unless the Warrant Shares have been registered under
the Securities Act, and then in that case subject to the Holders’ compliance
with the prospectus delivery requirements of Section 5 of the Securities Act,
upon exercise of any part of the Warrant, the Corporation shall instruct its
transfer agent to enter stop transfer orders with respect to such Warrant
Shares, and all certificates or instruments representing the Warrant Shares
shall bear on the face thereof substantially the following legend:
THE
SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER
APPLICABLE STATE OR FOREIGN SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE
UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED, OR
OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
THE
SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
TO A PERSON WHO IS NOT A CITIZEN OF THE UNITED STATES AS DEFINED UNDER THE
FEDERAL AVIATION ACT OF 1958, AS AMENDED, WITHOUT THE COMPANY’S EXPRESS WRITTEN
CONSENT.”
7. Miscellaneous. This
Warrant shall be governed by and construed in accordance with the laws of the
State of Nevada. All the covenants and provisions of this Warrant by
or for the benefit of the Corporation shall bind and inure to the benefit of its
successors and assigns hereunder. Nothing in this Warrant shall be
construed to give to any person or corporation other than the Corporation and
the holder of this Warrant any legal or equitable right, remedy or claim under
this Warrant. This Warrant shall be for the sole and exclusive
benefit of the Corporation and the holder of this Warrant. The
section headings herein are for convenience only and are not part of this
Warrant and shall not affect the interpretation hereof. Upon receipt
of customary and reasonable indemnity and evidence satisfactory to the
Corporation of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Corporation, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Corporation shall execute and deliver to the Holder a new Warrant of like
date, tenor and denomination.
IN
WITNESS WHEREOF, the Corporation has caused this Warrant to be executed by its
duly authorized officers under its seal, this 31st day of
March,2009.
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INNOLOG
HOLDINGS CORPORATION
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By:
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Name:
Michael J. Kane
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Title: Secretary/Treasurer
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WARRANT
EXERCISE FORM
To
Be Executed by the Holder in Order to Exercise Warrant
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To:
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INNOLOG
HOLDINGS CORPORATION
Dated:________________________
8300
Greensboro Drive Suite 225
McLean,
VA 22102
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The
undersigned, pursuant to the provisions set forth in the attached Warrant No.
______, hereby irrevocably elects to purchase (check applicable
box):
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____________
Shares of the Common Stock of INNOLOG HOLDINGS CORPORATION covered by such
Warrant; or
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The
maximum number of shares of Common Stock covered by such
Warrant.
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The
undersigned herewith makes payment of the full purchase 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):
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$
in lawful money of the United
States
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The
undersigned hereby requests that certificates for the Warrant Shares purchased
hereby be issued in the name of:
(please
print or type name and address)
(please
insert social security or other identifying number)
and be
delivered as follows:
(please
print or type name and address)
(please
insert social security or other identifying number)
and if
such number of shares of Common Stock shall not be all the shares evidenced by
this Warrant Certificate, that a new Warrant for the balance of such shares be
registered in the name of, and delivered to, Holder.
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Signature
of Holder
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ASSIGNMENT
FORM
(To
assign the foregoing warrant, execute
this
form. Do not use this form to exercise the warrant.)
FOR VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned to
_______________________________________________________________________________
whose address is
____________________________________________________________________________________________
____________________________________________________________________________________________
Dated: _____________________,
_________
Holder's
Signature: _______________________________________________
Holder's
Address:
_______________________________________________
_______________________________________________
Signature
Guaranteed: ___________________________________________
NOTE: The
signature to this Assignment Form must correspond with the name as it appears on
the face of the Warrant, without alteration or enlargement or any change
whatsoever, and must be guaranteed by a bank or trust
corporation. Officers of corporations and those acting in a fiduciary
or other representative capacity should file proper evidence of authority to
assign the foregoing Warrant.