EXHIBIT 99.2
NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY.
COMMON STOCK PURCHASE WARRANT
To Purchase Shares of Common Stock of
Strategy International Insurance Group, Inc.
THIS COMMON STOCK PURCHASE WARRANT (the "Warrant") CERTIFIES
that, for value received, _____________ (the "Holder"), is entitled, upon the
terms and subject to the limitations on exercise and the conditions hereinafter
set forth, at any time on or after November __, 2004 (the "Initial Exercise
Date") and on or prior to the close of business on November __, 2007 (the
"Termination Date") but not thereafter, to subscribe for and purchase from
Strategy International Insurance Group, Inc., a Texas corporation (the
"Company"), up to a number of shares (the "Warrant Shares") of Common Stock, par
value $0.001 per share, of the Company (the "Common Stock") equal to the
quotient obtained by dividing (a) the liquidation preference of the Series A
Shares (as defined below) underlying the Stock Certificate (as defined below)
submitted for cancellation, plus any accrued and unpaid dividends thereon
divided by (b) the Set Price. The initial set price (the "Set Price") under this
Warrant shall be $1.6671. The Set Price and the number of Warrant Shares for
which the Warrant is exercisable shall be subject to adjustment as provided
herein.
1. Title to Warrant. Prior to the Termination Date and subject to
compliance with applicable laws and Section 7 of this Warrant, this Warrant and
all rights hereunder are transferable, in whole or in part, at the office or
agency of the Company by the Holder in person or by duly authorized attorney,
upon surrender of this Warrant together with the Assignment Form annexed hereto
properly endorsed. The transferee shall sign an investment letter in form and
substance reasonably satisfactory to the Company.
2. Authorization of Warrant Shares. The Company represents and warrants
that all Warrant Shares which may be issued upon the exercise of the purchase
rights represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from all taxes, liens and charges in respect of the issue
thereof (other than taxes in respect of any transfer occurring
1
contemporaneously with such issue).
3. Exercise of Warrant.
(a) Except as provided in Section 3 herein, exercise of the
purchase rights represented by this Warrant may be made at any time or
times on or after the Initial Exercise Date and on or before the
Termination Date by (i) presentation of this Warrant (ii) surrendering
a stock certificate (the "Stock Certificate") evidencing ownership of
shares of Series A Preferred Stock ("Series A Shares") of Strategy Real
Estate Investments, Ltd., a company formed under the laws of the
Province of Ontario, Canada ("SREI") and (iii) delivery of the Notice
of Exercise Form annexed hereto complete and duly and validly executed,
at the office of the Company (or such other office or agency of the
Company as it may designate by notice in writing to the registered
Holder at the address of such Holder appearing on the books of the
Company) and upon delivery by Holder of such documents and cancellation
of the Stock Certificate, the Holder shall be entitled to receive a
certificate for the number of Warrant Shares so purchased. Certificates
for shares purchased hereunder shall be delivered to the Holder within
five (5) Trading Days after the date on which this Warrant shall have
been exercised as aforesaid. The last date on which the Company has
received the Stock Certificate and a Notice of Exercise, and, in the
case that the Holder has directed the Company to transfer any of the
Warrant Shares to someone other than the Holder as the Holder appears
on the books of the Company, duly and validly executed documents of
transfer which are guaranteed, shall be deemed the "Date of Exercise."
This Warrant shall be deemed to have been exercised and such
certificate or certificates shall be deemed to have been issued, and
Holder or any other person so designated to be named therein shall be
deemed to have become a holder of record of such shares for all
purposes, as of the Date of Exercise provided delivery and cancellation
of the Stock Certificate and all taxes required to be paid by the
Holder, if any, pursuant to Section 5 prior to the issuance of such
shares, have been paid.
(b) If the Stock Certificate shall have been cancelled in part
(as a result of the exercise of the Warrant for less than the maximum
number of Warrant Shares into which this Warrant can be exercised in
connection with the delivery of such Stock Certificate), the Company
shall, at the time of delivery of the certificate or certificates
representing the Warrant Shares, deliver to Holder a new Stock
Certificate evidencing the ownership of Holder of the remaining number
of Series A Shares included in the cancelled Stock Certificate and not
delivered for cancellation, which new Stock Certificate shall in all
other respects be identical with the cancelled Stock Certificate.
4. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant. As to any fraction of a share which Holder would otherwise be entitled
to purchase upon such exercise, the Company shall pay a cash adjustment in
respect of such final fraction in an amount equal to such fraction multiplied by
the Set Price.
5. Charges, Taxes and Expenses. Issuance of certificates for Warrant
Shares shall be made without charge to the Holder for any issue or transfer tax
or other incidental
2
expense in respect of the issuance of such certificate, all of which taxes and
expenses shall be paid by the Company, and such certificates shall be issued in
the name of the Holder or in such name or names as may be directed by the
Holder; provided, however, that in the event certificates for Warrant Shares are
to be issued in a name other than the name of the Holder, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the Holder; and the Company may require, as a condition
thereto, the payment of a sum sufficient to reimburse it for any transfer tax
incidental thereto.
6. Closing of Books. The Company will not close its stockholder books
or records in any manner which prevents the timely exercise of this Warrant,
pursuant to the terms hereof.
7. Transfer, Division and Combination.
(a) Subject to compliance with any applicable securities laws
and the conditions set forth in Sections 1 and 7(f) hereof, this
Warrant and all rights hereunder are transferable, in whole or in part,
upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the
form attached hereto duly executed by the Holder or its agent or
attorney and funds sufficient to pay any transfer taxes payable upon
the making of such transfer. Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or
Warrants in the name of the assignee or assignees and in the
denomination or denominations specified in such instrument of
assignment, and shall issue to the assignor a new Warrant evidencing
the portion of this Warrant not so assigned, and this Warrant shall
promptly be cancelled. A Warrant, if properly assigned, may be
exercised by a new holder for the purchase of Warrant Shares without
having a new Warrant issued.
(b) The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under
this Section 7.
(c) The Company agrees to maintain, at its aforesaid office,
books for the registration and the registration of transfer of the
Warrants.
(d) If, at the time of the surrender of this Warrant in
connection with any transfer of this Warrant, the transfer of this
Warrant shall not be registered pursuant to an effective registration
statement under the Securities Act and under applicable state
securities or blue sky laws, the Company may require, as a condition of
allowing such transfer (i) that the Holder or transferee of this
Warrant, as the case may be, furnish to the Company a written opinion
of counsel (which opinion shall be in form, substance and scope
customary for opinions of counsel in comparable transactions) to the
effect that such transfer may be made without registration under the
Securities Act and under applicable state securities or blue sky laws,
(ii) that the holder or transferee execute and deliver to the Company
an investment letter in form and substance acceptable to the Company
and (iii) that the transferee be an "accredited investor" as defined in
Rule 501(a)(1), (a)(2), (a)(3), (a)(7), or (a)(8) promulgated under the
Securities Act or a qualified institutional buyer as defined in Rule
144A(a) under the Securities Act.
3
8. No Rights as Shareholder until Exercise. This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and its
exercise, the Warrant Shares so purchased shall be and be deemed to be issued to
such Holder as the record owner of such shares as of the close of business on
the later of the date of such surrender or payment.
9. Loss, Theft, Destruction or Mutilation of Warrant. The Company
covenants that upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate relating to the Warrant Shares, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it (which, in
the case of the Warrant, shall not include the posting of any bond), and upon
surrender and cancellation of such Warrant or stock certificate, if mutilated,
the Company will make and deliver a new Warrant or stock certificate of like
tenor and dated as of such cancellation, in lieu of such Warrant or stock
certificate.
10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for
the taking of any action or the expiration of any right required or granted
herein shall be a Saturday, Sunday or a legal holiday, then such action may be
taken or such right may be exercised on the next succeeding Trading Day.
11. Adjustments of Set Price and Number of Warrant Shares.
(a) Stock Dividends and Stock Splits. If the Company, at any
time while this Warrant is outstanding: (A) shall pay a stock dividend
or otherwise make a distribution or distributions on shares of its
Common Stock or any other equity or equity equivalent securities
payable in shares of Common Stock (which, for avoidance of doubt, shall
not include any shares of Common Stock issued by the Company pursuant
to this Warrant), (B) subdivide outstanding shares of Common Stock into
a larger number of shares, (C) combine (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number
of shares, or (D) issue by reclassification of shares of the Common
Stock any shares of capital stock of the Company, then the Set Price
shall be multiplied by a fraction of which the numerator shall be the
number of shares of Common Stock (excluding treasury shares, if any)
outstanding before such event and of which the denominator shall be the
number of shares of Common Stock outstanding after such event. Any
adjustment made pursuant to this Section shall become effective
immediately after the record date for the determination of stockholders
entitled to receive such dividend or distribution and shall become
effective immediately after the effective date in the case of a
subdivision, combination or re-classification.
(b) Cash Dividends. If the Company, at any time while this
Warrant is outstanding, shall pay a cash dividend or otherwise make a
cash distribution or distributions on shares of its Common Stock or any
other equity or equity equivalent securities, then the Set Price shall
be multiplied by a fraction of which the numerator shall be the Current
Market Price of the Common Stock and the denominator will be (i) the
Current Market Price of the Common Stock plus (ii) the amount per share
of Common Stock of such cash dividend or distribution. Adjustments
pursuant to this paragraph (b) will be made successively whenever any
such event occurs. For purposes of this paragraph, "Current Market
Price" means the average closing sale price of the Company's Common
Stock on the Over The Counter Bulletin Board Market or any
4
other stock quotation system or exchange upon which the Common Stock is
listed for the first ten (10) trading days from, and including, the
first ex-distribution day that the Common Stock trades. Any adjustment
made pursuant to this paragraph (b) shall become effective immediately
after the record date for the determination of stockholders entitled to
receive such dividend or distribution.
(c) Pro Rata Distributions. If the Company, at any time while
this Warrant is outstanding, shall distribute to all holders of Common
Stock (and not to holders of the Series A Shares) evidences of its
indebtedness or assets or rights or warrants to subscribe for or
purchase any security, then in each such case the Set Price shall be
determined by multiplying such Set Price in effect immediately prior to
the record date fixed for determination of stockholders entitled to
receive such distribution by a fraction of which the denominator shall
be the Set Price determined as of the record date mentioned above, and
of which the numerator shall be such Set Price on such record date less
the then fair market value at such record date of the portion of such
assets or evidence of indebtedness so distributed applicable to one
outstanding share of the Common Stock as determined by the Board of
Directors in good faith. In either case the adjustments shall be
described in a statement provided to the holders of Series A Shares of
the portion of assets or evidences of indebtedness so distributed or
such subscription rights applicable to one share of Common Stock. Such
adjustment shall be made whenever any such distribution is made and
shall become effective immediately after the record date mentioned
above.
(d) Dilutive Issuance. If the Company at any time while this
Warrant is outstanding, shall offer, sell, grant any option or warrant
to purchase or offer, sell or grant any right to reprice its
securities, or otherwise dispose of or issue any Common Stock or any
equity or equity equivalent securities (including any equity, debt or
other instrument that is at any time over the life thereof convertible
into or exchangeable for Common Stock) (collectively, "Common Stock
Equivalents") entitling any Person to acquire shares of Common Stock,
at an effective price per share less than the Set Price (a "Dilutive
Issuance"), as adjusted hereunder (if the holder of the Common Stock or
Common Stock Equivalent so issued shall at any time, whether by
operation of purchase price adjustments, reset provisions, floating
conversion, exercise or exchange prices or otherwise, or due to
warrants, options or rights per share which are issued in connection
with such issuance, be entitled to receive shares of Common Stock at a
price per share which is less than the Set Price, such issuance shall
be deemed to have occurred for less than the Set Price), then (A) from
the date hereof until the 12 month anniversary of the date hereof, the
Set Price shall be reduced to equal the effective conversion, exchange
or purchase price for such Common Stock or Common Stock Equivalents
(including any reset provisions thereof) at issue and (B) from the 12
month anniversary of the date hereof until the Series A Shares are no
longer outstanding, the Set Price shall be adjusted, by multiplying the
Set Price by a fraction, the numerator of which is the number of shares
of Common Stock outstanding immediately prior to the Dilutive Issuance
plus the number of shares of Common Stock which the offering price for
such Dilutive Issuance would purchase at the Set Price, and the
denominator of which shall be the sum of the number of shares of Common
Stock outstanding immediately prior to the Dilutive Issuance plus the
number of shares of Common Stock so issued or issuable in connection
with the Dilutive Issuance. Such adjustment shall be made whenever such
Common Stock or Common Stock Equivalents are issued. The Corporation
shall notify the Holder in writing, no later than five (5) Business
Days following the
5
issuance of any Common Stock or Common Stock Equivalent subject to this
section, indicating therein the applicable issuance price, or of
applicable reset price, exchange price, conversion price and other
pricing terms.
(e) Calculations. All calculations under this Section 11 shall
be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 11, the number of shares of
Common Stock outstanding as of a given date shall be the sum of the
number of shares of Common Stock (excluding treasury shares, if any)
outstanding. No adjustment of the Set Price shall be made in an amount
of less than 1% of the Set Price in effect at the time such adjustment
is otherwise required to be made, but any such lesser adjustment shall
be carried forward and shall be made at the time and together with the
next subsequent adjustment which, together with any adjustments so
carried forward, shall amount to not less than 1% of such Set Price.
(f) Exceptions to Adjustment of Set Price. Notwithstanding
anything to the contrary herein, Section 11(c) and (d) shall not apply
in respect of an the issuance of (a) shares of Common Stock or options
to employees, officers or directors of the Company pursuant to any
stock or option plan duly adopted by a majority of the non-employee
members of the Board of Directors of the Company or a majority of the
members of a committee of non-employee directors established for such
purpose, (b) securities upon the exercise of or conversion of any
securities issued hereunder, convertible securities, options or
warrants issued and outstanding on the date of this Agreement, provided
that such securities have not been amended since the date of this
Agreement to increase the number of such securities, and (c) securities
issued pursuant to acquisitions or strategic transactions, provided any
such issuance shall only be to a Person which is, itself or through its
subsidiaries, an operating company in a business synergistic with the
business of the Company and in which the Company receives benefits in
addition to the investment of funds, but shall not include a
transaction in which the Company is issuing securities primarily for
the purpose of raising capital or to an entity whose primary business
is investing in securities.
12. Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where there
is a change in or distribution with respect to the Common Stock of the Company),
or sell, transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the terms of such
reorganization, reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring corporation, or any
cash, shares of stock or other securities or property of any nature whatsoever
(including warrants or other subscription or purchase rights) in addition to or
in lieu of common stock of the successor or acquiring corporation ("Other
Property"), are to be received by or distributed to the holders of Common Stock
of the Company, then the Holder shall have the right thereafter to receive, upon
exercise of this Warrant, the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving corporation,
and Other Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation or disposition of assets by a Holder of
the number of shares of Common Stock for which this Warrant is exercisable
immediately prior to such event. In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the successor
or
6
acquiring corporation (if other than the Company) shall expressly assume the due
and punctual observance and performance of each and every covenant and condition
of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may be
deemed appropriate (as determined in good faith by resolution of the Board of
Directors of the Company) in order to provide for adjustments of Warrant Shares
for which this Warrant is exercisable which shall be as nearly equivalent as
practicable to the adjustments provided for in this Section 12. For purposes of
this Section 12, "common stock of the successor or acquiring corporation" shall
include stock of such corporation of any class which is not preferred as to
dividends or assets over any other class of stock of such corporation and which
is not subject to redemption and shall also include any evidences of
indebtedness, shares of stock or other securities which are convertible into or
exchangeable for any such stock, either immediately or upon the arrival of a
specified date or the happening of a specified event and any warrants or other
rights to subscribe for or purchase any such stock. The foregoing provisions of
this Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.
13. Voluntary Adjustment by the Company. The Company may at any time
during the term of this Warrant reduce the then current Set Price to any amount
and for any period of time deemed appropriate by the Board of Directors of the
Company.
14. Notice of Adjustment. Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise of
this Warrant or the Set Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Set Price of such Warrant Shares (and other securities
or property) after such adjustment, setting forth a brief statement of the facts
requiring such adjustment and setting forth the computation by which such
adjustment was made.
15. Notice of Corporate Action. If at any time:
(a) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or
other distribution, or any right to subscribe for or purchase any
evidences of its indebtedness, any shares of stock of any class or any
other securities or property, or to receive any other right, or
(b) there shall be any capital reorganization of the Company,
any reclassification or recapitalization of the capital stock of the
Company or any consolidation or merger of the Company with, or any
sale, transfer or other disposition of all or substantially all the
property, assets or business of the Company to, another corporation or,
(c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of such cases, the Company shall give to Holder (i) at
least 10 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization,
7
reclassification, merger, consolidation, sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up, at least 10 days' prior written notice
of the date when the same shall take place. Such notice in accordance with the
foregoing clause also shall specify (i) the date on which any such record is to
be taken for the purpose of such dividend, distribution or right, the date on
which the holders of Common Stock shall be entitled to any such dividend,
distribution or right, and the amount and character thereof, and (ii) the date
on which any such reorganization, reclassification, merger, consolidation, sale,
transfer, disposition, dissolution, liquidation or winding up is to take place
and the time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their Shares for securities or other
property deliverable upon such disposition, dissolution, liquidation or winding
up. Each such written notice shall be sufficiently given if addressed to Holder
at the last address of Holder appearing on the books of the Company and
delivered in accordance with Section 17(d).
16. Authorized Shares. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of the Warrant
Shares upon the exercise of any purchase rights under this Warrant. The Company
further covenants that its issuance of this Warrant shall constitute full
authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for the Warrant
Shares upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
Warrant Shares may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of the Trading Market upon
which the Common Stock may be listed.
Except and to the extent as waived or consented to by the Holder, the
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities 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 in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate to protect the rights of Holder as set forth in this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any Warrant Shares above the
amount payable therefor upon such exercise immediately prior to such increase in
par value, (b) take all such action as may be necessary or appropriate in order
that the Company may validly and legally issue fully paid and nonassessable
Warrant Shares upon the exercise of this Warrant, and (c) use commercially
reasonable efforts to obtain all such authorizations, exemptions or consents
from any public regulatory body having jurisdiction thereof as may be necessary
to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the
number of Warrant Shares for which this Warrant is exercisable or in the Set
Price, the Company shall obtain all such authorizations or exemptions thereof,
or consents thereto, as may be necessary from any public regulatory body or
bodies having jurisdiction thereof.
8
17. Miscellaneous.
(a) Governing Law. This Warrant is to be construed in
accordance with and governed by the laws of the State of New York,
without giving effect to any choice of law rule that would cause the
application of the laws of any jurisdiction other than the State of New
York to the rights and duties of the parties.
(b) Jurisdiction. Any controversy, claim or dispute arising
out of or relating to this Warrant between the parties hereto, their
assignees, their affiliates, their attorneys, or agents, shall be
litigated solely in state or federal court in New York City. Each party
(i) submits to the jurisdiction of any such court, (ii) waives the
defense of an inconvenient forum, (iii) agrees that valid consent to
service may be made by mailing or delivery of such service to the New
York Secretary of State (the "Agent") or to the party at the party's
last known address, if personal service delivery can not be easily
effected, and (iv) authorizes and directs the Agent to accept such
service in the event that personal service delivery can not easily be
effected.
(c) Jury Trial. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS
TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS WARRANT OR ANY OTHER MATTER
INVOLVING THE PARTIES HERETO.
(d) Restrictions. The Holder acknowledges that the Warrant
Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal
securities laws.
(e) Nonwaiver and Expenses. No course of dealing or any delay
or failure to exercise any right hereunder on the part of Holder shall
operate as a waiver of such right or otherwise prejudice Holder's
rights, powers or remedies, notwithstanding all rights hereunder
terminate on the Termination Date. If the Company willfully and
knowingly fails to comply with any provision of this Warrant, which
results in any material damages to the Holder, the Company shall pay to
Holder such amounts as shall be sufficient to cover any costs and
expenses including, but not limited to, reasonable attorneys' fees,
including those of appellate proceedings, incurred by Holder in
collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers or remedies hereunder.
(f) Limitation of Liability. No provision hereof, in the
absence of any affirmative action by Holder to exercise this Warrant or
purchase Warrant Shares, and no enumeration herein of the rights or
privileges of Holder, shall give rise to any liability of Holder for
the purchase price of any Common Stock or as a stockholder of the
Company, whether such liability is asserted by the Company or by
creditors of the Company.
(g) Remedies. Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will
be entitled to specific
9
performance of its rights under this Warrant. The Company agrees that
monetary damages would not be adequate compensation for any loss
incurred by reason of a breach by it of the provisions of this Warrant
and hereby agrees to waive the defense in any action for specific
performance that a remedy at law would be adequate.
(h) Successors and Assigns. Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby
shall inure to the benefit of and be binding upon the successors of the
Company and the successors and permitted assigns of Holder. The
provisions of this Warrant are intended to be for the benefit of all
Holders from time to time of this Warrant and shall be enforceable by
any such Holder or holder of Warrant Shares.
(i) Amendment. This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and
the Holder.
(j) Severability. Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Warrant shall
be prohibited by or invalid under applicable law, such provision shall
be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining
provisions of this Warrant.
(k) Headings. The headings used in this Warrant are 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 to be executed
by its officer thereunto duly authorized.
Dated: November ____, 2004
Strategy International Insurance Group, Inc.
By:
-----------------------------------------
Name:
Title:
10
NOTICE OF EXERCISE
To: Strategy International Insurance Group, Inc.
(1)______The undersigned hereby elects to purchase ________ Warrant
Shares of Strategy International Insurance Group, Inc. pursuant to the terms of
the attached Warrant, and tenders herewith for cancellation a Stock Certificate
representing _________ Series A Shares, together with all applicable transfer
taxes, if any.
(2)______Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:
----------------------------------------
The Warrant Shares shall be delivered to the following:
----------------------------------------
----------------------------------------
----------------------------------------
(3) Accredited Investor/Qualified Institutional Buyer. The undersigned
is an "accredited investor" as defined in Regulation D under the Securities Act
of 1933, as amended.
[PURCHASER]
By:
---------------------------------
Name:
Title:
Dated:
------------------------------
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 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 an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15. Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.