NEITHERTHISWARRANTNORTHESHARESISSUABLEUPONEXERCISEHEREOF HAVEBEENREGISTEREDUNDERTHESECURITIESACTOF 1933,AS AMENDED (THE "SECURITIES ACT") OR ANY OTHERAPPLICABLE SECURITIESLAWS IN RELIANCE UPONAN EXEMPTION FROM THE REGISTRATION REQUIREMENTSOF THE SECURITIESACT AND SUCH OTHER SECURITIESLAWS.NEITHER THIS WARRANTNOR THE SHARES ISSUABLE UPON EXERCISEHEREOF MAY BE SOLD, PLEDGED, TRANSFERRED, ENCUMBEREDOR OTHERWISE DISPOSED OFEXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROMREGISTRATION UNDER THE PROVISIONS OF THESECURITIES ACT.
STOCK PURCHASE WARRANT
To Purchase 15,625 Shares of Common Stock of IDS SolarTechnologies, Inc.
THISCERTIFIES that,forvalue received, Steven J. Caspi (the "Holder"), shallhavethe right to purchase from IDS Solar Technologies, Inc., a Nevada corporation(the "Company"), 15,625 fully paid and non-assessable shares oftheCompany's commonstock,par value $0.001per share (the"Common Stock")atanExercisePrice asdescribed below,at anytimeon orbefore five (5) yearsfrom thedate of issuance anddelivery (the "Termination Date").
1.ExercisePrice. TheExercise Priceshall be$2.00 pershare.
2.Authorization of Shares.TheCompany covenants that all shares of Common Stockwhichmay beissued upon theexercise of rights represented bythis Warrant will, upon exerciseof the rightsrepresented bythis Warrant, be duly authorized, validly issued, fullypaidandnon-assessable andfree from all taxes, liensandcharges in respect of theissue thereof (other than taxes in respect ofanytransfer occurringcontemporaneously with such issue).
3.Exercise ofWarrant.
(a) Exercise of the purchase rights representedby this Warrant maybemade at any timeor times onorafter the closingof the offering, and before the close of businesson the Termination Date by the surrender ofthis Warrant and the NoticeofExercise Formannexed hereto dulyexecuted, at theoffice ofthe Company (or suchother office or agencyof the Company as it may designate by notice inwriting to theregistered Holder hereofatthe address of such holderappearing onthe booksof theCompany) and uponpayment of the Exercise Price of the shares thereby purchasedby wiretransfer orcashier's check drawn on a United States bank,theholder of this Warrant shall be entitled toreceive a certificate forthe number of shares of Common Stock sopurchased.
(b) In lieu of cash exercising thisWarrant,the Holder of thisWarrant may elect to receive shares equaltothe value of this Warrant (or the portionthereof being canceled) by surrender ofthis Warrant at the principal officeof the Company together with notice of such election,in whichevent the Company shall issue to the Holder hereof a number of Shares computed using the following formula:
WhereX --The number of shares of Common Stock to be issued to the holder
Y -- of this Warrant. The number of shares of Common Stock purchasable under this Warrant.
A --The fair market value of one share of the Company's CommonStock.
B --The Exercise Price (as adjusted to the date of suchcalculations).
Forpurposesof this Paragraph 3(b), the fair marketvalue of the Common Stock, if publicly traded, shall be the five day average ofthe reported closing price each day ofthe Shares forthe fivedays immediately preceding the exercise of this Warrant. If the Shares are not publicly traded, their fair market value shall be the price per share that theCompanycould obtain from a willing buyer forshares of Common Stocksoldby the Companyfrom authorized but unissuedshares,assuch prices shall bedetermined byreference tothe mostrecent sale or issuance by the Companyof Common Stock.
(c) Certificates for sharespurchased hereunder shall bedelivered to the Holder hereofwithinfive (5) trading days after the date on whichthis Warrantshall have been exercisedas aforesaid. This Warrant shall be deemed tohave beenexercisedand such certificate or certificates shall be deemed to have been issued, and Holder or any other person so designated to benamed therein shallbe deemed to havebecome a Holder ofrecord ofsuch shares forall purposes, as ofthe date the Warrant has been exercised by payment tothe Company of the Exercise Priceand all taxesrequired tobe paid by Holder, ifany,pursuant toSection 4 prior to the issuance of such shares, have been paid.
(d)Charges, Taxes and Expenses. Issuance ofcertificates forshares of Common Stock upon the exerciseofthisWarrant shallbe made withoutcharge to the Holder hereof for any issueor transfer taxor otherincidental expensein respect of theissuance of such certificate, and such certificates shall beissuedin the name ofthe HolderofthisWarrantor in such name ornames as may be directed by the Holder of this Warrant; provided, however, that in theevent certificatesforshares of Common Stock are to be issued in aname other than the name ofthe Holder of thisWarrant, this Warrantwhen surrendered for exercise shall be accompanied by theAssignment Form attached hereto duly executed by the Holder hereof; and the Company may require, as acondition thereto, the paymentof a sum sufficient to reimburseit for any transfer taxincidental thereto.
4.Closingof Books. The Company willnotclose its shareholder books or records in any manner whichprevents the timely exercise of thisWarrant.
5. Transfer, Division and Combination.
(a) Subjectto compliance with any applicablesecurities laws,transferof this Warrant and all rights hereunder, inwhole orin part,shall beregistered on the books of the Company tobe maintainedfor such purpose, upon surrender of this Warrant atthe principal officeof the Company, together with awrittenassignment ofthisWarrantsubstantially in the formattachedheretoduly executedby Holderor its agent or attorney and funds sufficient to pay any transfer taxes payable upon the mailing of such transfer.Upon such surrender and,if required,such payment, theCompany shall executeand deliver anewWarrant or Warrants in the name of theassignee or assignees and in the denomination or denominationsspecifiedin such instrument ofassignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned,andthisWarrant shall promptly be cancelled. A Warrant, ifproperly assigned, may beexercisedbya new Holder for the purchase ofshares of Common Stock without havinga new Warrant issued.
(b) This Warrant may be divided or combined with otherWarrantsupon presentation hereof at the aforesaid office of the Company,together with awritten notice specifyingthe names and denominations in which newWarrants are to be issued, signedby Holder or itsagent or attorney. Subject tocompliance with Section 6(a), as to any transfer which may beinvolved in such divisionor combination, the Company shall execute and deliver a new Warrantor Warrants inexchangefortheWarrant or Warrants to bedivided or combined in accordance with suchnotice.
(c) The Companyshall prepare, issue anddeliver at its own expense (other than transfer taxes) the new warrant or warrants under this Section 6.
(d) The Company agreesto maintain, at its aforesaid office, books for the registration and the registration of transfer of the Warrants.
6.No Rightsas Shareholder until Exercise. This Warrantdoes not entitle the Holder hereof to anyvotingrightsor other rights as a shareholderof the Company prior to the exercisehereof.Uponthesurrender of thisWarrant and the payment of the aggregate Exercise Price, the CommonStock so purchasedshall be and be deemed to beissuedto such Holder as the record owner of such shares as of the close of business on thelater of the date of such surrender or payment.
7. Loss,Theft, Destruction or MutilationofWarrant. The Company covenants that upon receipt by the Company of evidence reasonablysatisfactory to it of the loss, theft, destruction or mutilationof this Warrant certificate, and in case of loss,theft or destruction, ofindemnity or security reasonably satisfactoryto it (whichshallnot includetheposting ofany bond), and upon surrender and cancellationof such Warrant, ifmutilated, the Company will makeanddeliver a newWarrant of like tenor and dated as of such cancellation, inlieu of such Warrant.
8.Saturdays, Sundays, Holidays,etc. If the last orappointed day for the taking of anyactionor the expirationofany right required orgranted hereinshall be aSaturday, Sunday or a legalholiday, thensuch action may be taken or suchright may be exercisedonthe next succeeding daynot a Saturday, Sunday or legal holiday.
9.Adjustments of Exercise Price and Number of Warrant Shares.
(a)Stock Splits, etc. The numberand kind of securities purchasable upon the exercise of this Warrant and the Exercise Priceshall be subject to adjustment from time to time upon the happening of any of the following. In casethe Company shall:(i) pay a dividend in shares of Common Stock or make a distribution in shares ofCommon Stock toHolders of its outstanding Common Stock, (ii) subdivideitsoutstanding shares ofCommonStock intoa greater number of shares of CommonStock, (iii) combine its outstandingsharesof Common Stock into a smaller number of shares of Common Stock, or(iv)issue any shares of its capital stock in a reclassification of the Common Stock, thenthe numberofshares of Common Stock purchasable upon exercise of this Warrant(the "Warrant Shares") immediately priorthereto shall be adjusted so that the Holder of this Warrant shall be entitled to receivethe kindand numberof Warrant Shares or other securities ofthe Company which hewould have ownedor havebeen entitled to receive had such Warrant been exercised in advance thereof.Upon each such adjustment of the kind and number of Warrant Sharesor other securities of the Company which are purchasable hereunder,the Holder ofthisWarrantshall thereafterbe entitled to purchasethe number of WarrantSharesor other securities resulting from such adjustmentat an Exercise Price per Warrant Shareor othersecurityobtained by multiplying the Exercise Price in effect immediately prior to such adjustment by the numberofWarrant Sharespurchasable pursuant hereto immediatelyprior to such adjustmentand dividing bythe number of Warrant Sharesorothersecurities of the Companyresulting from such adjustment.An adjustmentmade pursuant to this paragraph shall become effective immediately after theeffective date of such event retroactive to the recorddate, if any, for such event.
(b)Reorganization, Reclassification,Merger, Consolidation or Disposition of Assets.In casethe Company shallreorganize itscapital,reclassify its capital stock, consolidate or merge with or into another corporation (wheretheCompany is not the Surviving corporation orwherethereis achange in or distribution with respect to the CommonStock of the Company), or sell,transferor otherwise dispose ofall or substantially all its property, assets or business to another corporationand, pursuant totheterms of such reorganization, reclassification,merger, consolidation or dispositionof assets, shares of common stockof the successor or acquiring corporation,oranycash, sharesofstock orothersecurities or property of anynature whatsoever (including warrants or other subscription orpurchase rights) in addition to orinlieu of common stockofthe successor or acquiring corporation ("Other Property"), are tobe received by or distributedto the Holders of CommonStock ofthe Company,then Holder shallhave the right thereafter toreceive, upon exerciseof this Warrant, the number of shares ofcommon stockof the successoror acquiring corporation orofthe Company, ifit isthesurviving corporation, and Other Property receivable upon oras a result of such reorganization, reclassification,merger, consolidation ordisposition of assets byaHolder ofthenumber ofsharesofCommonStock for which this Warrantisexercisable immediatelyprior to such event. In case ofany such reorganization, reclassification, merger, consolidation or disposition ofassets, the successor or acquiring corporation(if other than the Company) shall expressly assume the due andpunctual observanceandperformance ofeach and every covenantand conditionofthis Warrantto be performed and observedby the Company and all the obligationsand liabilities hereunder, subject to suchmodificationsas may be deemed appropriate (asdeterminedin good faith byresolution ofthe Board of Directors oftheCompany)inorder to provide for adjustments of shares of Common Stock for which thisWarrantisexercisablewhichshallbe as nearly equivalentas practicable tothe adjustments provided for inthisSection10. For purposesofthis Section 10, "common stockof the successor oracquiring corporation" shall include stock of such stock of such corporation ofanyclass which isnot preferred asto dividends orassetsover any other class of corporationand which is not subject to redemption and shallalso include any evidences of indebtedness, shares ofstock or other securities which areconvertible intoor exchangeable for any such stock, either immediately or upon thearrivalof a specified date or the happening of a specified eventandanywarrants or other rightsto subscribe for or purchase any such stock. The foregoing provisionsof this Section 10 shall similarly apply tosuccessive reorganizations, reclassifications, mergers, consolidations or dispositionof assets.
(c)SubsequentEquity Sales.Ifthe Company atany time while this Warrant isoutstanding, shall offer,sell, grantany option topurchaseor offer, sell or grantany right to reprice its securities, or otherwise dispose oforissueany CommonStockor any security entitling any Persontoacquireshares of Common Stock, at an effectiveprice per share less than thethen Exercise Price (such issuances collectively, a"Dilutive Issuance"), then the Exercise Price shall be adjusted,concurrently with such issuance, toequal the effective price per share of the Dilutive Issuance by multiplyingthe same by a fraction, calculated as follows:
AX+BX+CY
______________
A+B+C
A = number ofshares of Common Stock outstanding immediatelyprior to such
Dilutive Issuance;
B = thenumberof Warrant Shares issuable plus thenumber of shares of common stockissuable uponexercise of all warrants of this series;
C =the number of shares issuable in the Dilutive Issuance;
X = the Exercise Price immediate before the Dilutive Issuance;
Y =the effectiveprice per share of the Dilutive Issuance;
Suchadjustment shall be madewheneversuch Common Stock orsuch securities are issued unless Common Stock is being issued pursuant to (i) any conversion of any Preferred Stock; (ii) in connection with anyacquisition,joint venture orstrategic alliance approved bytheBoard of Directors; (iii) upon the occurrence of anybona fideunderwritten registeredpublic offering of Common Stock ofthe Corporation for cash;(iv)as adividendordistributionon anyPreferred Stock; (v)any employee benefitplan approved by the Board ofDirectors, including without limitation, an employee stock optionplan for the benefit of employees, consultants andIor directors, or; (vi) pursuant toa security entitling any person to acquire sharesofCommon Stock for which an adjustment to the Exercise Price has already been made underthisSection 10(c).
10.Notice ofAdjustment. Whenever thenumberof WarrantShares or numberor kind of securities or otherproperty purchasable uponthe exercise of this Warrant or the Exercise Priceis adjusted, as herein provided, the Company shall promptly mail by registered or certified mail, returnreceipt requested, to the Holder of this Warrant notice of such adjustment or adjustments setting forth the number of Warrant Shares (and othersecurities or property) purchasable upon the exercise ofthis Warrant and the Exercise Price of such WarrantShares (and other securities or property)aftersuchadjustment,setting forth a brief statementof the facts requiring such adjustment and setting forth the computation by which such adjustment was made. Such notice, in the absence of manifest error, shallbe conclusive evidence of the correctness ofsuch adjustment.
11. Notice of Corporate Action. If at any time:
(a) the Company shall take a recordof theHoldersof its Common Stock for the purposeofentitlingthem to receive a dividendor other distribution, or anyright to subscribe for or purchase any evidences of its indebtedness, any shares of stockof anyclass or any other securities or property, or to receive any otherright, or
(b) there shall be any capital reorganization of the Company, any reclassification or recapitalization of the capitalstockof theCompany oranyconsolidationor merger of the Company with,or any sale,transfer or other dispositionof all or substantially all theproperty,assets or businessof theCompany to, another corporation,or
(c) thereshall be avoluntary or involuntary dissolution, liquidationor winding up of the Company;
then, in any oneor more of suchcases, the Company shall give to Holder (i)at least 3 days' prior written notice of thedate on which a record dateshall be selected for such dividend,distribution or right or for determining rightsto vote inrespect of any such reorganization,reclassification, merger,consolidation, sale, transfer, disposition, liquidation orwinding up, and (ii) in the case of anysuch reorganization, reclassification, merger, consolidation, sale, transfer, disposition, dissolution,liquidation or winding up, at least 3days'prior writtennoticeof thedate when the sameshall takeplace. Such notice in accordancewiththe foregoing clause alsoshall specify(a) the dateonwhich anysuchrecord is to be takenfor the purposeof suchdividend, distribution or right, the dateonwhich the Holders of Common Stockshallbe entitled to any such dividend, distribution or right, and the amountand character thereof, and (b) thedate on which anysuch reorganization,reclassification, merger, consolidation, sale,transfer, disposition,dissolution, liquidationorwindingup is totake place and the time, if anysuch time is to be fixed, as of which the Holders of CommonStockshallbe entitledto exchangetheirshares ofCommon Stock for securities or other property deliverableuponsuch disposition, dissolution, liquidationor windingup. Eachsuch writtennotice shall be sufficientlygiven if addressed to Holder at thelast addressofHolder appearing on the books of the Company and delivered inaccordance with Section 18(e).
12.Authorized Shares.TheCompany covenantsthat during theperiod the Warrant isoutstanding,it will reservefromits authorized andunissuedCommonStock a sufficient numberof shares to provideforthe issuance ofthe Warrant Sharesuponthe exercise ofany purchase rights under this Warrant. The Company further covenantsthatits issuance of this Warrant shallconstitute full authority toits officerswho arechargedwiththe dutyof executingstock certificates toexecute and issue thenecessarycertificates for theWarrant Shares upon the exerciseofthe purchase rightsunder thisWarrant.TheCompanywill takeallsuch reasonable action asmay be necessary to assure that such WarrantShares maybeissuedas provided herein withoutviolation of anyapplicable law or regulation, or of any requirements of the Principal Market upon which the Common Stock may be listed.
13.NoImpairment. The Company shall not byany action, including, without limitation,amending itscertificate of incorporation or through any reorganization,transferof assets, consolidation, merger, dissolution, issue orsale ofsecurities orany other voluntary action, avoid or seek to avoid the observance or performance of any of the termsof thisWarrant, but will atall times in goodfaith assist in the carrying outof all such terms andinthetaking of all suchactionsasmay be necessary orappropriate to protect therights of Holderagainst impairment. Withoutlimitingthe generality of the foregoing, theCompany will (a) not increase the par value ofany sharesof Common Stock receivable upon the exercise of this Warrant above the amount payable therefor upon suchexercise immediately priorto suchincreasein par value, (b) take all suchaction as may be necessaryor appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and(c) useits best efforts to obtainall such authorizations, exemptions or consents from any public regulatorybody having jurisdictionthereof as may be necessaryto enable theCompany to perform its obligationsunderthis Warrant. Before taking any action which would cause an adjustmentreducing the current Exercise Price below the then par value, if any, of thesharesof Common Stockissuable upon exercise of theWarrants, the Company shall take any corporate actionwhichmay benecessary in orderthatthe Company may validlyand legally issue fully paid and non-assessable sharesof such Common Stock at suchadjusted Exercise Price.
14.Written Acknowledgment. Upon the request of Holder, theCompany will atany timeduringthe period thisWarrant is outstanding acknowledge inwriting,in form reasonably satisfactoryto Holder, the continuing validity ofthis Warrant and the obligationsof the Company hereunder.
15.PriorRegulatoryApproval Before taking any actionwhich wouldresult in an adjustment in the number of shares of Common Stock for which thisWarrant isexercisable or in the ExercisePrice, theCompany shall obtain all such authorizations or exemptions thereof, or consents thereto, as maybe necessaryfromanypublic regulatory bodyor bodies having jurisdiction thereof.
16.Miscellaneous.
(a) Choice of Laws, Jurisdiction andVenue.ThisWarrant shall be binding upon any successors or assigns of the Company. ThisWarrant shall constitute a contract under the laws of Nevada and its interpretation and construction shall bedetermined pursuanttothe laws of Nevada without regard to itsconflict oflaw,principlesor rules. Inthe event that a judicial proceeding isnecessary, thesole andexclusive forumforresolving disputesarising out of or relating to this Warrant is thecourts sited in Clark County, Nevada, or the federal courts for such stateand county, and all relatedappellate courts, theparties hereby irrevocablyconsent to the jurisdiction of suchcourts and agree to said venue.
(b) Restrictions. The Holderhereof acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if notregistered, will have restrictions upon resale imposed by stateand federalsecurities laws.
(c)Successorsand Assigns; Title and Transfer.Prior to the Termination Date and subject tocompliance withapplicable laws, thisWarrant andallrights hereunder are transferable, inwholeor inpart, at the office or agency of the Company bytheHolder hereof in person or byduly authorized attorney, upon surrender of thisWarranttogether with the AssignmentFormannexedhereto properly endorsed. This Warrant shall be binding upon any successors or assigns of the Company.
(d)Non-waiver and Expenses. No course of dealing or any delay or failure to exerciseany right hereunderon the part of Holder shalloperateas a waiver of such rightor otherwise prejudice Holder's rights, powers orremedies, notwithstanding all rights hereunder terminate on theTermination Date.Ifthe Company failstocomplywith anyprovision ofthis Warrant, the Companyshallpay to Holder such amounts as shall be sufficient to cover any costs and expenses including, butnot limited to,reasonable attorneys' fees,includingthose of appellate proceedings, incurred by Holder incollecting anyamountsdue pursuant hereto orin otherwise enforcing any of its rights, powers or remedies hereunder.
(e)Notices - by theCompany.Any notice, requestor other document required or permitted to be given ordelivered to theHolder hereof bythe Company shall be deemed deliveredupon depositby theCompany in the U.S. Mail,first classpostage prepaid at the address of the Holderin theshareholder records of the Company. TheHolder isresponsible tonotify the Companyofany change in the Holder'saddress by deliveringwrittennotice of the change of address to theCompany in accordance with subparagraph (f), below.
(f)Notices- By a Holder. Any notice, request or other documentrequired or permittedto be given or delivered to theCompany hereof by the Holder shall betransmitted overnight delivery via FedEx, UPS, U.S. Postal Serviceor other carrier of similar reliability, signature upon deliveryrequired, attn: General Counsel, to. each of the Company's head office as reflected on the most recently publicly filed Annual List with the Nevada Secretaryof State or on the most recently publicly filed 10Q or 10K report, if applicable.
(g)Limitation of Liability. No provision hereof, in the absence of affirmative action by Holderto purchasesharesof Common Stock, and no enumerationherein of the rights orprivileges of Holder hereof, shallgive rise to any liability ofHolderforthe purchaseprice of any Common Stockoras a stockholder of the Company, whether such liability is asserted by the Company or by creditors of theCompany.
(h)Remedies. Holder, in addition to being entitled to exercise all rights grantedby law, includingrecovery of damages,willbeentitled tospecificperformance ofits rightsunder thisWarrant. TheCompany agrees that monetary damageswould not be adequate compensation for anylossincurred by reason of a breach by it of theprovisions of this Warrant and herebyagreesto waive the defense in any action for specific performancethataremedy at law would be adequate.
(i)Successors and Assigns. Subjectto applicable securities laws, this Warrant and the rights and obligationsevidenced herebyshall inure to thebenefit of and be binding upon the successors of the Company and the successors andpermitted assignsof Holder. The provisions of thisWarrant are intended tobe for the benefit of allHolders from time to time ·ofthis Warrant and shall be enforceable by any such Holder or Holder of WarrantShares.
(j)Indemnification. The Company agrees to indemnify andhold harmless Holderfrom and against any liabilities, obligations, losses,damages, penalties, actions, judgments, suits, claims, costs, attorneys' fees,expenses and disbursementsof anykind which may be imposedupon, incurred by or asserted against Holder in any manner relating toor arising out ofany failure by the Company toperform or observe inany materialrespectany of its covenants, agreements,undertakingsor obligations set forth in this Warrant;provided, however, that theCompanywill notbe liable hereunder to the extentthatany .liabilities, obligations, losses, damages, penalties, actions,judgments, suits,claims,costs, attorneys' fees,expenses or disbursements are foundin a final non-appealable judgment by a court to have resulted from Holder'snegligence, bad faithorwillful misconduct in itscapacityasa stockholder or Warrant Holder of the Company.
(k)Amendment. This Warrant may be modified or amended or the provisions hereof waived with the writtenconsent of the Company and the Holder.
(l)Severability. Whereverpossible, each provisionofthis Warrant shallbe interpreted in suchmanneras to be effective and valid under applicable law, butif any provision of this Warrantshall be prohibited by or invalidunder applicablelaw, such provisionshallbe ineffective to the extent ofsuch prohibition or invalidity,without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
(m)Headings.Theheadings used inthis Warrantare for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant
IN WITNESS WHEREOF,the Company has caused this Warrant tobeexecuted by its officer thereunto dulyauthorized.
Dated this 11-29-12
IDS Solar Technologies,Inc.
By:/s/ Bruce R. Knoblich, CEO
Authorized Representative
ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
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 tothis Assignment Form must correspond with thename as it appears on the face of the Warrant, without alterationor enlargement or any change whatsoever, and must beguaranteed by abankor trustcompany. Officers of corporations andthose acting ina fiduciary orother representativecapacity should fileproper evidenceof authorityto assign the foregoing Warrant.
NOTICE OF EXERCISE
To: IDS Solar Technologies, Inc.
(1)The undersigned hereby electstopurchase ___________ shares of Common Stock (the "CommonStock"),of IDS Solar Technologies, Inc. pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.
(2) Please issue a certificate or certificatesrepresentingsaid shares of
Common Stock in the name of the undersigned or in such other name as is specified below:
__________________________
(Name)
__________________________
(Address)
__________________________
Social Security or Tax Identification Number
Dated: __________________________
__________________________
Signature
__________________________
Print Name
