THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY BE REOFFERED AND SOLD ONLY IF SO REGISTERED OR IF AN EXEMPTION
FROM REGISTRATION IS AVAILABLE.
COMMON STOCK PURCHASE WARRANT
OF
DBS INDUSTRIES, INC.
No. ____
FOR VALUE RECEIVED, DBS INDUSTRIES, INC., a Delaware corporation (the
"Company") hereby certifies that SJ Capital (the "Agent") or its permitted
assigns, is entitled to purchase from the Company, at any time or from time to
time commencing on ____, 2000 and prior to ___ 2005, _________ (______) fully
paid and non-assessable shares of the Common Stock, $.0004 par value per share,
of the Company for an aggregate purchase price of $______ (computed on the basis
of $_____ per share). (Hereinafter, (i) the Common Stock, $.0004 par value, of
the Company, is referred to as the "Common Stock," (ii) the shares of Common
Stock purchasable hereunder are referred to as the "Warrant Shares," (iii) the
aggregate purchase price payable for the Warrant Shares hereunder is referred to
as the "Aggregate Warrant Price," (iv) the price payable for each of the Warrant
Shares hereunder is referred to as the "Per Share Warrant Price," (v) this
Warrant and all warrants hereafter issued in exchange or substitution for this
Warrant or such similar Warrants are referred to as the "Warrants" and (vi) each
holder of this Warrant is referred to as the "Holder"). The Aggregate Warrant
Price is not subject to adjustment. The Per Share Warrant Price is subject to
adjustment as hereinafter provided; in the event of any such adjustment, the
number of Warrant Shares, deliverable upon exercise of this Warrant shall be
adjusted by dividing the Aggregate Warrant Price by the Per Share Warrant Price
in effect immediately after such adjustment.
1. Exercise of Warrant.
1.1 This Warrant may be exercised, in whole at any time or in part from
time to time, commencing on ___, 2000 and prior to ___, 2005, by the Holder by
the surrender of this Warrant (with the subscription form at the end hereof duly
executed) at the address set forth in Section 9 hereof, together with proper
payment of the Aggregate Warrant Price, or the proportionate part thereof if
this Warrant is exercised in part, with payment for Warrant Shares made by
certified or official bank check payable to the order of the Company.
1.2 If this Warrant is exercised in part, this Warrant must be exercised
for a number of whole shares of Common Stock whose value is not less than $500,
and the Holder is entitled to receive a new Warrant covering the Warrant Shares
which have not been exercised and setting forth the proportionate
<PAGE>
part of the Aggregate Warrant Price applicable to such Warrant Shares. Upon
surrender of this Warrant, the Company will (i) issue a certificate or
certificates in the name of the Holder for the largest number of whole shares of
Common Stock to which the Holder shall be entitled and, if this Warrant is
exercised in whole, in lieu of any fractional shares of the Common Stock to
which the Holder shall be entitled, pay to the Holder cash in an amount equal to
the fair value of such fractional shares (determined in such reasonable manner
as the Board of Directors of the Company shall determine), and (ii) deliver the
other securities and properties receivable upon exercise of this Warrant, or the
proportionate part thereof if this Warrant is exercised in part, pursuant to the
provisions of this Warrant.
2. Reservation of Warrant Shares; Listing. The Company agrees that, prior to the
expiration of this Warrant, the Company will at all times (a) have authorized
and in reserve, and will keep available, solely for issuance and delivery upon
the exercise of this Warrant, the shares of the Common Stock free and clear of
all restrictions on sale or transfer, other than under Federal or state
securities laws, and free and clear of all preemptive rights and rights of first
refusal and (b) have authorized and in reserve, and will keep available, solely
for issuance or delivery upon the exercise of this Warrant the shares of Common
Stock and other securities and properties as from time to time shall be
receivable upon such exercise, free and clear of all restrictions on sale or
transfer, other than under Federal or state securities laws, and free and clear
of all preemptive rights and rights of first refusal; and (c) if the Company
hereafter lists its Common Stock on any national securities exchange or on
Nasdaq, use its best efforts to keep the Common Stock authorized for listing on
such exchange or on Nasdaq.
3. Protection Against Dilution.
3.1 If, at any time or from time to time after the date of this Warrant,
the Company shall issue or distribute to the holder of shares of Common Stock
any evidence of its indebtedness, any other securities of the Company or any
cash, property or other assets (excluding a subdivision, combination or
reclassification, or dividend or distribution payable in shares of Common Stock,
referred to in Subsection 3.2, and also excluding cash dividends or cash
distributions paid out of net profits legally available therefor in the full
amount thereof, together with the value of other dividends and distributions
made substantially concurrently therewith or pursuant to a plan which includes
payment thereof, that is equivalent to not more than 5% of the Company's net
worth) (any such non-excluded event being herein called a "Special Dividend"),
the Company shall give the Holder at least thirty (30) business days notice of
such Special Dividend prior to the record date therefor, and the Holder may
elect to exercise this Warrant in whole or in part prior to such record date and
to participate in such Special Dividend. Should the Company fail to give the
Holder notice as provided in this Subsection 3.1, the Per Share Warrant Price
shall be adjusted by multiplying the Per Share Warrant Price then in effect by a
fraction, the numerator of which shall be the then current Market Price of the
Common Stock less the fair market value determined in good faith by the
Company's Board of Directors) of the evidence of indebtedness, cash, securities,
or property, or other assets issued or distributed in such Special Dividend
applicable to one share of Common Stock and the denominator of which shall be
the then current Market Price of the Common Stock. An adjustment made pursuant
to this Subsection 3.1 shall become effective immediately after the record date
of any such Special Dividend.
3.2 In case the Company shall hereafter (i) pay a dividend or make a
distribution on its capital stock in shares of Common Stock , (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a small number of shares
<PAGE>
or (iv) issue by reclassification of its Common Stock any shares of capital
stock of the Company, the Per Share Warrant Price shall be adjusted to be equal
to a fraction, the numerator of which shall be the Aggregate Warrant Price and
the denominator of which shall be number of shares of Common Stock or other
capital stock of the Company which the Holder would have owned immediately
following such action had such Warrant been exercised immediately prior thereto.
An adjustment made pursuant to this Subsection 3.2 shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.
3.3 In case of any capital reorganization or reclassification, or any
consolidation or merger to which the Company is a party other than a merger or
consolidation in which the Company is the continuing corporation, or in case of
any sale or conveyance to another entity of the property of the Company as an
entirety or substantially as an entirety, or in the case of any statutory
exchange of securities with another corporation (including any exchange effected
in connection with a merger of a third corporation into the Company), the Holder
of this Warrant shall have the right thereafter to receive on the exercise of
this Warrant the kind and amount of securities, cash or other property which the
Holder would have owned or have been entitled to receive immediately after such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance had this Warrant been exercised immediately prior to the
effective date of such reorganization, reclassification, consolidation, merger,
statutory exchange, sale or conveyance and in any such case, if necessary,
appropriate adjustment shall be made in the application of the provisions set
forth in this Section 3 with respect to the rights and interests thereafter of
the Holder of this Warrant to the end that the provisions set forth in this
Section 3 shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock or other securities or
property thereafter deliverable on the exercise of this Warrant. The above
provisions of this Subsection 3.3 shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, statutory
exchanges, sales or conveyances. The Company shall require the issuer of any
shares of stock or other securities or property thereafter deliverable on the
exercise of this Warrant to be responsible for all of the agreements and
obligations of the Company hereunder. Notice of any such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
and of such provisions so proposed to be made, shall be mailed to the Holder(s)
of the Warrant not less than thirty (30) business days prior to such event. A
sale of all or substantially all of the assets of the Company for a
consideration consisting primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.
3.4 In case any event shall occur as to which the provisions of this
Section 3 are not strictly applicable but as to which the failure to make any
adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles thereof then, in
each such case, the majority of the Holders may elect to prepare a certificate
setting forth in reasonable detail the facts which the majority of the Holders
believe require such adjustment or modification and the manner of computing the
same and cause a copy of such certificate to be mailed to the Company. Upon
receipt of such certificate, the Company will promptly make the adjustments
described therein; provided, however, that in the event the Company disputes its
obligation to make such adjustments, such dispute shall promptly be submitted to
binding arbitration by and pursuant to the rules of the American Arbitration
Association in San Francisco, California (the "AAA") in accordance with the
rules of the AAA, whose decision each of the parties agrees shall be final and
binding on all parties. In the event such dispute is submitted to arbitration
under this Subsection 3.4, the non-prevailing party in such arbitration
<PAGE>
shall be responsible for all fees and expenses relating to such arbitration
(including, without limitation, the reasonable fees and expenses of counsel and
a firm of independent public accountants, if any, for the prevailing party).
3.5 No adjustment in the Per Share Warrant price shall be required
unless such adjustment would require an increase or decrease of at least $0.05
per share of Common Stock; provided, however, that any adjustments which by
reason of this Subsection 3.5 are not required to be made shall be carried
forward and taken into account in any subsequent adjustment; provided, further,
however, that adjustments shall be required and made in accordance with the
provisions of this Section 3 (other than this Subsection 3.5) not later than
such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Common Stock issuable upon the
exercise hereof. All calculations under this Section 3 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be. Anything
in this Section 3 to the contrary notwithstanding, the Company shall be entitled
to make such reductions in the Per Share Warrant Price, in addition to those
required by this Section 3, as it in its discretion shall deem to be advisable
in order that any stock dividend, subdivision of shares or distribution of
rights to purchase stock or securities convertible or exchangeable for stock
hereafter made by the Company to its stockholders shall not be taxable.
3.6 Whenever the Per Share Warrant Price is adjusted as provided in this
Section 3 and upon any modification of the rights of Holder of Warrants in
accordance with this Section 3, the Company shall promptly prepare a brief
statement of the facts requiring such adjustment or modification and the manner
of computing the same and cause copies of such certificate to be mailed to the
Holders of the Warrants. The Company may, but shall not be obligated to unless
requested by a majority of the Holders, obtain, at its expense, a certificate of
a firm of independent public accountants of recognized standing selected by the
Board of Directors setting forth the Per Share Warrant Price and the number of
Warrant Shares after such adjustment or the effect of such modification.
3.7 If the Board of Directors of the Company shall declare any dividend
or other distribution with respect to the Common Stock other than a cash
distribution out of earned surplus, the Company shall mail notice thereof to the
Holders of the Warrants not less than fifteen (15) business days prior to the
record date fixed for determining stockholders entitled to participate in such
dividend or other distribution.
3.8 If, as a result of an adjustment made pursuant to this Section 3,
the Holder of any Warrant thereafter surrendered for exercise shall become
entitled to receive shares of two or more classes of capital stock, the Board of
Directors (whose determination shall be conclusive and shall be described in a
written notice to the Holder of any Warrant promptly after such adjustment)
shall determine the allocation of the adjusted Per Share Warrant Price between
or among shares or such classes of capital stock.
4. Fully Paid Stock; Taxes. The Company agrees that shares of Common Stock
delivered upon the exercise of this Warrant shall at the time of such delivery,
be validly issued and outstanding, fully paid and nonassessable, and not subject
to preemptive rights or rights of first refusal, and the Company will take all
such actions as may be necessary to assure that the par value or stated value,
if any, per share of the Common Stock is at all times equal to or less than the
then Per Share Warrant Price. The Company further covenants and agrees that it
will pay, when due and payable, any and all Federal and state stamp,
<PAGE>
original issue or similar taxes imposed upon the Company which may be payable in
respect of the issue of any Warrant Share or any certificate thereof.
5. Registration Under Securities Act of 1933.
5.1 Company Registration. On or before the one hundred eightieth (180th)
day after the Initial Closing, the Company shall use its best efforts to
prepare, file with the SEC, and cause to become effective a registration
statement on form SB-2 (or in the event Form SB-2 is not available to the
Company, such other form as may be available for use by the Company) (the
"Registration Statement") relating to the Warrant Shares.
5.2 Maintenance. The Company shall use its best efforts to maintain the
effectiveness of the registration statement filed under Subsections 5.1(a) until
the earlier of: (a) the date on which all the Warrant Shares have been sold; and
(b) the second anniversary of the effective date of such Registration Statement;
provided, however, that unless all of the Warrant Shares held by a holder as of
such first anniversary could then be sold in a single transaction in accordance
with Rule 144 under the Securities Act without exceeding the volume limitations
thereof, if the Company receives written notice from the Holder or the holder of
Warrant Shares that the Holder of Warrant Shares may be deemed to be an
"affiliate" of the Company for purposes of the Securities Act, the date in this
Section 5.2 shall be extended until the Holder of Warrant Shares advises the
Company that it no longer believes it may be deemed such an "affiliate."
5.3 Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification or compliance pursuant to this
Section 5 shall be borne by the Company; and, unless otherwise stated, all
underwriting discounts and selling commissions applicable to the sale relating
to securities registered by the Holder of Warrant Shares shall be borne by the
Holder of Warrant Shares pro rata on the basis of the number of shares so
registered.
5.4 Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Section 5,
the Company will keep each Holder and each holder of Warrant Shares advised in
writing as to the initiation of each registration, qualification and compliance
and as to the completion thereof. At its expense the Company will furnish such
number of prospectuses and other documents incident thereto as a Holder or
holder of Warrant Shares from time to time may reasonably request.
5.5 Indemnification.
(a) The Company will, and does hereby undertake to, indemnify and
hold harmless each Holder of Warrant Shares, each of their officers, directors
and partners, and each person controlling such Holder of Warrant Shares within
the meaning of Section 15 of the Securities Act, with respect to which
registration, qualification or compliance has been effected pursuant to this
Section 5, and each underwriter, if any, and each person who controls any
underwriter within the meaning of Section 15 of the Securities Act, against all
expenses, claims, losses, damages and liabilities (or actions in respect
thereof), including settlement of any litigation, commenced or threatened, to
which they may become subject under the Securities Act, the Exchange Act, or
other federal or state law, arising out of or based on compliance with, any
untrue statement (or alleged untrue statement) of a material fact contained in
<PAGE>
any registration statement, prospectus (preliminary or final), offering circular
or other document or amendments thereto, or arising out of or based on any
omission (or alleged omission) to state therein a material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading, or arising out of or any
violation by the Company of any federal, state or common law rule or regulation
applicable to the Company and relating to action or inaction required of the
Company in connection with any such registration, qualification or compliance,
and will reimburse each such Holder of Warrant Shares, each of their officers,
directors and partners, and each person controlling such Holder of Warrant
Shares, each such underwriter and each person who controls any such underwriter,
for any legal and any other expenses reasonably incurred in connection with
investigating, preparing or defending any such claim, loss, damage, liability or
action, provided that the Company will not be liable in any such case to the
extent that any such claim, loss, damage, liability or expense arises out of or
is based on any untrue statement or omission or alleged untrue statement or
omission, made in reliance upon and in conformity with written information
furnished to the Company by an instrument executed by such Holder of Warrant
Shares or underwriter expressly for use in connection with such registration.
(b) Each Holder of Warrant Shares will, if securities held by
such Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify and hold harmless the
Company, each of its directors and officers, agents and employees, each
underwriter, if any, of the Company's securities covered by such a registration
statement, each person who controls the Company or such underwriter within the
meaning of Section 15 of the Securities Act, and each other such Holder of
Warrant Shares, each of their officers, directors and partners and each person
controlling such Holder of Warrant Shares within the meaning of Section 15 of
the Securities Act, against all claims, losses, damages and liabilities (or
actions in respect thereof to which they may become subject) arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
contained in any such registration statement, prospectus, offering circular or
other document, or amendments thereto, or any omission (or alleged omission) to
state therein a material fact required to be stated therein in light of the
circumstances in which they were made, or necessary to make the statements
therein, not misleading, and will reimburse the Company, such Holder of Warrant
Shares, such directors, officers, persons, underwriters or control persons for
any legal or any other expenses reasonably incurred in connection with
investigating or defending any such claim, loss, damage, liability or action, in
each case to the extent, but only to the extent, that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
registration statement, prospectus, offering circular or other document in
reliance upon and in conformity with written information furnished to the
Company by an instrument executed by such Holder of Warrant Shares expressly for
use in connection with such registration; provided, however, that the
obligations of such Holder of Warrant Shares hereunder shall be limited to an
amount equal to the proceeds to each such holder of Warrant Shares from the sale
of such Warrant Shares as contemplated herein.
(c) Each party entitled to indemnification under this Subsection
5.5 (the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
deliver written notice to the Indemnifying Party of commencement thereof. The
Indemnifying Party, at its sole option, may participate in or assume the defense
of any such claim or any litigation resulting therefrom with counsel reasonably
satisfactory to the Indemnified Party, and the Indemnified Party may participate
in such defense at Indemnified Party's expense.
<PAGE>
(d) The indemnification provided for under this Warrant will
remain in full force and effect regardless of any investigation made by or on
behalf of the Indemnified Party or any officer, director or controlling person
of such Indemnified Party and will survive the transfer of securities registered
under the Registration Statement. The Indemnifying Party also agrees to make
such provisions, as are reasonably requested by an Indemnified Party, for
contribution to such party in the event the Indemnifying Party's indemnification
is unavailable for any reason. The failure of any Indemnified Party to give
notice as provided herein shall not relieve the Indemnifying Party of its
obligations under this Section 5.5 except to the extent that such failure to
give notice shall materially and adversely affect the Indemnifying Party in the
defense of any such litigation. No Indemnifying Party, in the defense of any
such claim or litigation shall, except with the consent of each Indemnified
Party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term a release from all liability in respect to
such claim or litigation by the claimant or plaintiff to such Indemnified Party.
5.6 Information by Holder. Each Holder of Warrant Shares included in any
registration shall furnish to the Company such information regarding such Holder
of Warrant Shares and the distribution proposed by such Holder of Warrant Shares
as the Company may reasonably request in writing and as shall be required in
connection with any registration, qualification or compliance referred to in
this Section 5.
5.7 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the SEC which may at any time permit the sale
of the Warrant Shares to the public without registration, the Company agrees to
use its best efforts to:
(a) Make and keep public information available, as those terms
are understood and defined in Rule 144 under the Securities Act, at all times
after the date of this Warrant;
(b) File with the SEC in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act
(at any time after it has become subject to such reporting requirements); and
(c) Furnish to the Holder of Warrant Shares, upon written
request, a written statement as to its compliance with the reporting
requirements of said Rule 144, and of its compliance with the Securities Act and
the Exchange Act; the Company shall provide forthwith upon written request a
copy of the most recent annual or quarterly report of the Company, and such
other reports and documents of the Company as a Holder of Warrant Shares may
reasonably request in availing itself of any rule or regulation of the SEC
allowing a Holder of Warrant Shares to sell any such securities without
registration.
5.8 "Market Stand-Off" Agreement. Each Holder agrees not to sell or
otherwise transfer or dispose of the Warrant Shares held by such Holder during
the one hundred and twenty (120) day period commencing on the date of this
Warrant.
<PAGE>
6. Investment Intent; Limited Transferability; Restrictive Legend.
6.1 The Holder represents, by accepting this Warrant, that it
understands that this Warrant and any securities obtainable upon exercise of
this Warrant have not been registered for sale under Federal or state securities
laws and are being offered and sold to the Holder pursuant to one or more
exemptions from the registration requirements of such securities laws. The
Holder understands that it must bear the economic risk of its investment in this
Warrant and any securities obtainable upon exercise of this Warrant for an
indefinite period of time, as this Warrant and such securities have not been
registered under Federal or state securities laws and therefore cannot be sold
unless subsequently registered under such laws, unless an exemption from such
registration is available.
6.2 This Warrant may not be sold, transferred, assigned or hypothecated
by the Holder except in compliance with the provisions of the Securities Act.
The Company may treat the registered Holder of this Warrant as the Holder
appears on the Company's books at any time as the Holder for all purposes. The
Company shall permit any Holder of a Warrant or his duly authorized attorney,
upon written request during ordinary business hours, to inspect and copy or make
extracts from its books showing the registered holders of Warrants. Any
assignment permitted hereunder shall be made by surrender of this Warrant to the
Company at its principal office with the form of assignment attached hereto duly
executed. In such event, the Company shall, without charge, execute and deliver
a new Warrant or Warrants in the name of the assignee(s) named in such
instrument of assignment and this Warrant shall be promptly cancelled. In the
case of a partial assignment of this Warrant, the Company shall, without charge,
execute and deliver a new Warrant in the name of the Holder for that number of
Warrants not so assigned. All Warrants issued upon the transfer or assignment of
this Warrant will be dated the same date as this Warrant, and all rights of the
holder thereof shall be identical to those of the Holder.
6.3 Unless a registration statement is in effect covering the Warrant
Shares when issued, each Warrant Share, when issued, shall include a legend in
substantially the following form:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR UNDER ANY STATE SECURITIES LAW AND MAY
NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE ASSIGNED EXCEPT PURSUANT TO (i) A REGISTRATION STATEMENT RELATING
TO THE SECURITIES WHICH IS EFFECTIVE UNDER THE SECURITIES ACT, OR (ii) RULE
144 PROMULGATED UNDER THE SECURITIES ACT OR (iii) AN OPINION OF COUNSEL OR
OTHER EVIDENCE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE.
7. Loss, etc., of Warrant. Upon receipt of evidence satisfactory to the Company
of the loss, theft, destruction or mutilation of this Warrant, and of indemnity
reasonably satisfactory to the Company, if lost, stolen or destroyed, and upon
surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver to the Holder a new Warrant of like date, tenor and
denomination.
<PAGE>
8. Warrant Holder Not Stockholder. Except as otherwise provided herein, this
Warrant does not confer upon the Holder any right to vote or to consent to or
receive notice as a stockholder of the Company, as such, in respect of any
matters whatsoever, or any other rights or liabilities as a stockholder, prior
to the exercise hereof.
9. Notices. Any communications specifically required hereunder to be in writing,
if sent to SJ Capital, will be mailed, delivered or telefaxed and confirmed to
it at SJ Capital, 601 California Street, Suite 1300, San Francisco, CA, 94108,
Att: Stephen Jizmagian, with a copy to Coudert Brothers, 530 Lytton Avenue,
Suite 300, Palo Alto, CA 94301, Att: Greg L. Pickerel, Esq.; if sent to a Holder
of Warrant Shares other than SJ Capital, shall be mailed, delivered or telefaxed
and confirmed to the last known address of such Holder of Warrant Shares
appearing in the records of the Company; and if sent to the Company, will be
mailed, delivered or telefaxed and confirmed to it at 100 Shoreline Highway,
Suite 190A, Mill Valley, California 94941, Att: Fred Thompson, with a copy to
300 Capitol Mall, Suite 1100, Sacramento, California 95814, Att: Eric J. Stiff,
Esq.
10. Headings. The headings of this Warrant have been inserted as a matter of
convenience and shall not affect the construction hereof.
11. Applicable Law. This Warrant shall be governed by and construed in
accordance with the law of the State of California without giving effect to the
principles of conflicts of law thereof.
12. Assignment. This Warrant shall be binding upon the Company and its successor
and assigns and shall inure to the benefit of Holder and its successors and
assigns. The Holder shall notify the Company upon the assignment of this
Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and its corporate seal to be hereunto affixed and attested by its
Secretary this ___ day of _____, 2000.
DBS INDUSTRIES, INC.
By: __________________________
Name: Fred W. Thompson
Title: President
ATTEST:
------------------------
Secretary
[Corporate Seal]
<PAGE>
SUBSCRIPTION
The undersigned, _________________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for and purchase _______________
shares of the Common Stock, par value $.0004 per share, of DBS Industries, Inc.
covered by said Warrant, and makes payment therefor in full at the price per
share provided by said Warrant.
Dated: ______________ Signature: _____________________
Address: ______________________
INSTRUCTIONS FOR REGISTRATION OF COMMON STOCK
Name _____________________________________
(Please typewrite or print in block letters)
Address____________________________________
Social Security No./Taxpayer ID No.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED ____________ hereby sells, assigns and transfers unto
______ _____________ the foregoing Warrant and all rights evidenced thereby, and
does irrevocably constitute and appoint ____________________, attorney, to
transfer said Warrant on the books of DBS Industries, Inc.
Dated: _______________Signature: _____________________
Address: _______________________
PARTIAL ASSIGNMENT
FOR VALUE RECEIVED ____________ hereby sells, assigns and transfers unto
______ _____________ the right to purchase _____ shares of the Common Stock, par
value $.0004 per share, of DBS Industries, Inc. covered by the foregoing
Warrant, and a proportionate part of said Warrant and the rights evidenced
thereby, and does irrevocably constitute and appoint ___________________,
attorney, to transfer that part of said Warrant on the books of DBS Industries,
Inc.
Dated: _______________Signature: _____________________
Address: _______________________
