NEITHER THIS WARRANT NOR THE SHARES OF STOCK ISSUABLE UPON EXERCISE HEREOF
HAVE BEEN RESISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR STATE
SECURITIES LAWS. NO SALE, TRANSFER OR OTHER DISPOSITION OF THIS WARRANT OR SAID
SHARES MAY BE EFFECTED WITHOUT (i) AN EFFECTIVE REGISTREATION STATEMENT RELATED
THERETO UNDER APPLICABLE STATE SECURITIES LAWS, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER SUCH LAWS IS AVAILABLE.
Warrant No. (WarrNo) STOCK PURCHASE WARRANT No.of Shares (NoShares)
To Subscribe for and Purchase Common Stock of
CONSYGEN, INC.
THIS CERTIFIES that, for value received, (FirstName) (LastName) (together
with any subsequent transferees of all or any portion of this warrant, the
"Holder"), is entitled, upon the terms and subject to the conditions hereinafter
set forth, to subscribe for and purchase from CONSYGEN, INC., a Texas
corporation (hereinafter called the "Company"), at the price hereinafter set
forth in Section 2, up to (NoShareWritten) ((NoShare)) fully paid and
non-assessable shares (the "Shares") of the Company's Common Stock, $.003 par
value per share (the "Common Stock").
1. Definitions. As used herein the following term shall have the following
meaning:
"Act" means the Securities Act of 1933, as amended, or a successor statute
thereto and the rules and regulations of the Securities and Exchange Commission
under that Act, as they each may, from time to time, be in effect.
2. Purchase Rights. Subject to this Section 2, the purchase rights
represented by this Warrant shall be exercisable by the Holder in whole or in
part commencing on the date hereof.
Subject to the terms hereof, the purchase rights represented by this
Warrant shall expire thirty (30) months from the date hereof.
Subject to this Section 2, this Warrant may be exercised for Shares at a
price of one dollar and fifty cents ($1.50) per share, subject to adjustment as
provided in Section 6 (the "Warrant Purchase Price").
This Warrant may be terminated by the Company upon at least 30 days prior
written notice to the Holder hereof, provided, however, that the closing price
of the Common Stock, as quoted on the OTC Bulletin Board (or such other
quotation system or exchange on which the Common Stock is then quoted or
listed), has exceeded $2.75 for five (5) consecutive days at any time during the
ninety (90) days prior to the giving of written notice by the Company. The
Company may exercise its termination right by delivering or mailing to the
Holder written notice of termination to the address according to the Company's
records. Effective 30 days after the date of the Company's notice of termination
hereunder, the purchase rights evidenced by this Warrant, to the extent not
exercised prior to the expiration of such 30 day period, shall expire, without
further action on the part of the Company or the Holder.
3. Exercise of Warrant. Subject to Section 2 above, the purchase rights
represented by this Warrant may be exercised, in whole or in part and from time
to time, by the surrender of this Warrant and the duly executed Notice of
Exercise (the form of which is attached as Exhibit A) at the principal office of
the Company and by the payment to the Company, by check, of an amount equal to
the then applicable Warrant Purchase Price per share multiplied by the number of
Shares then being purchased. Upon exercise, the Holder shall then be entitled to
receive, within a reasonable time, a certificate or certificates, issued in the
Holder's name or in such name or names as the Holder may direct, for the number
of Shares so purchased. The Shares so purchased shall be deemed to be issued as
of the close of business on the date on which this Warrant shall have been
exercised.
<PAGE>
4. Shares to be issued; Reservation of Shares. The Company covenants that
the Shares that may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon issue in accordance herewith, be
fully-paid and non-assessable, and free from all liens and charges with respect
to the issue thereof. During the period within which the purchase rights
represented by the Warrant may be exercised, the Company will at all times have
authorized and reserved, for the purpose of issue upon exercise of the purchase
rights represented by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the right represented by this Warrant.
5. No Fractional Shares. No fractional shares shall be issued upon the
exercise of this Warrant. In lieu thereof, a cash payment shall be made equal to
such fraction multiplied by the fair market value of such shares of Common
Stock, as determined in good faith by the Company's Board of Directors.
6. Adjustments of Warrant Purchase Price and Number of Shares. If there
shall be any change in the Common Stock of the Company through merger,
consolidation, reorganization, recapitalization, stock dividend, stock split or
other change in the corporate structure of the Company, appropriate adjustments
shall be made by the Board of Directors of the Company (or if the Company is not
the surviving corporation in any such transaction, the Board of Directors of the
surviving corporation) in the aggregate number and kind of shares subject to
this Warrant, and the number and kind of shares and the price per share then
applicable to shares covered by the unexercised portion of this warrant.
7. No Rights as Shareholders. This Warrant does not entitle the Holder to
any voting rights or other rights as a shareholder of the Company prior to the
exercise of this Warrant and the payment for shars so purchased. Notwithstanding
the foregoing, the Company agrees to transmit to the Holder such information,
documents and reports as are generally distributed to holders of the capital
stock of the Company concurrently with the distribution thereof to the
shareholders. Upon valid exercise of this Warrant and payment for the Shares so
purchased in accordance with the terms of the Warrant, the Holder or the
Holder's designee, as the case may be, shall be deemed a shareholder of the
Company.
8. Sale or Transfer of the Warrant and the Shares; Legend. The Warrant and
the Shares shall not be sold or transferred unless either (i) they first shall
have been registered under applicable federal and state securities laws, or (ii)
such sale or transfer is exempt from the registration requirements of such laws.
Each certificate representing any Warrant shall bear the legend set out on page
1 hereof. Each certificate representing any Shares shall bear a legend
substantially in the following form, as appropriate:
9. THE SHARES EVIDENCED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT
WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEROF. NO SUCH
SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR PURSUANT
TO AN EXEMPTION UNDER SUCH LAWS.
10. Reserved.
11. Modifications and Waivers. This Warrant may not be change, waived,
discharged or terminated except by an instrument in writing signed by the party
against which enforcement of the same is sought.
12. Notices. Any notice, request or other document required or permitted to
be given or delivered to the Holder or the Company shall be delivered, or shall
be sent by certified or registered mail, postage prepaid, to the Holder at its
address shown on the books of the Company or in the case of the Company, at the
address indicated therefore on the signature page of this Warrant, or, if
different, at the principal office of the Company.
13. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants with the Holder that upon its receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant or any stock certificate and, in the case of any such loss, theft
or destruction, of an indemnity or security reasonably satisfactory to it, and
upon reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock certificate,
of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant or
stock certificate.
<PAGE>
14. Representations and Warranties of Holder. By accepting this Warrant,
the Holder represents and warrants that he, she or it is acquiring this Warrant
and the Shares for his, her or its own account, for investment and not with a
view to, or for sale in connection with, any distribution thereof or any part
thereof. Holder represents and warrants that he, she or it is (a) experienced in
the evaluation of businesses similar to the Company, (b) has such knowledge and
experienced in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Company, (c) has the ability to bear
the economic risks of an investment in the Company, (d) has been furnished with
or has had access to such information as is specified in subparagraph (b)(2) of
Rule 502 promulgated under the Act and (e) has been afforded the opportunity to
ask questions of and to receive answers from the officers of the Company and to
obtain any additional information necessary to make an informed investment
decision with respect to an investment in the Company.
15. Binding Effect on Successors. This Warrant shall be binding upon any
corporation succeeding the Company by merger, consolidation or acquisition of
all or substantially all of the Company's assets, and all of the obligations of
the Company relating to the Shares issuable upon exercise of this Warrant shall
survive the exercise and termination of this Warrant and all of the covenants
and agreements of the Company shall inure to the benefit of the successors and
assigns of the Holder.
16. Governing Law. This Warrant shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws of
the State of Texas.
IN WITNESS WHEREOF, CONSYGEN, INC. has caused this Warrant be executed by
its officer thereunto duly authorized.
ORIGINAL ISSUANCE AS OF:
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CONSYGEN, INC.
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By: A. Lewis Burridge, President
Address: 125 South 52nd Street
Tempe, AZ 85281
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE
To: CONSYGEN, INC.
1. The undersigned hereby elects to purchase ____________________ shares of
Common Stock of CONSYGEN, INC. pursuant to the terms of the attached Warrant,
and tenders herewith payment of the purchase price of such shares in full.
2. Please issue a certificate or certificates representing said shares in
the name of the undersigned or in such other name or names as are specified
below.
3. The undersigned represents that the aforesaid shares of Common Stocks
are being acquired for the account of the undersigned for investment and not
with a view to, or for resale in connection with, the distribution thereof and
that the undersigned has no present intention of distributing or reselling such
shares. The undersigned further represents that such shares shall not be sold or
transferred unless either (i) they first shall have been registered under
applicable state securities laws or (ii) or an exemption from applicable state
registration requirements is available.
4. In the event of partial exercise, please re-issue an appropriate Warrant
exercisable into the remaining shares.
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(First Name) (Last Name)
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Address:
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(Signature)
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(Date)
