WARRANT
Number
Warrants
BIOMASSE INTERNATIONAL, INC.
(a Florida Corporation)
WB
This Warrant Certificate Certifies That
CUSIP 09061 D 11 6
or registered assigns, is the registered holder of the number of Warrants
("Warrants") set forth above. Each Warrant Entitles the holder thereof to
purchase from BIOMASSE INTERNATIONAL, INC., a Florida corporation (the
"Company"), subject to the terms and conditions set forth in the Warrant
Agreement, one fully paid and non-assessable share of Class B common stock.
$0.001 par value, of the Company (the "Class B Common Stock") upon payment of
$1.10, subject to adjustments (the "Exercise Price"), for each Warrant held, and
any applicable taxes paid either in cash or by certified or official bank check
to the order of the Company, and upon presentation and surrender of this Warrant
Certificate (with the instructions for the registration and delivery of the
Class B Common Stock completed), at any time prior to midnight, Pacific Daylight
Time, January 31, 2002, at the offices of the stock transfer office in Boulder
City, Nevada, of Intercontinental Registrar & Transfer Agency, Inc., warrant
agent of the Company ("the "Warrant Agent"), or any successor Warrant Agent, or,
if there be no successor Warrant Agent, at the offices of the Company at
Montreal, Quebec, Canada. The Exercise Price and the number and type of
securities received upon exercise are subject to adjustment in certain events to
prevent dilution.
[OBJECT OMITTED]
The Company shall not be required to issue fractions of Warrants, Class B Common
Stock or other securities upon the exercise of the Warrants, in the case of the
exercise if less than all the Warrants represented hereby. The Company shall
cancel this Warrant Certificate upon the surrender hereof and shall execute and
deliver a new Warrant Certificate or Warrants Certificates of like tenor, which
the Warrant Agent shall countersign, for the balance of such Warrant.
The Company shall not be obligated to deliver any securities pursuant to the
exercise of this Warrant unless a registration statement under the Securities
Act of 1933, as amended, and under the applicable state securities law with
respect to such securities is effective or there is an available exemption from
such Federal and State registration requirements. This Warrant shall not be
exercisable by a Registered Holder in any state where such exercise would be
unlawful.
This Warrant shall not be valid unless countersigned by the Warrant Agent.
ADDITIONAL PROVISIONS OF THIS WARRANT ARE CONTAINED ON THE REVERSE HEREOF.
DATED:
BIOMASSE INTERNATIONAL, INC.
1. PROTECTION AGAINST DILUTION. The Warrants are subject to adjustment of the
exercise price in certain events, such as stock dividends, stock splits,
mergers, sale of substantially all of the Company's assets, and for other
extraordinary events in which additional shares of Class B Common Stock of the
Grantor are issued in a transaction not involving cash consideration, by
increasing or decreasing the amount of Shares subject to this Warrant in the
same proportion as the increase or decrease in additional shares of Class B
Common stock of the Grantor outstanding, fully diluted, after such transaction.
2. EXERCISE OF WARRANT. This Warrant may be exercised by the Holder, in whole at
any time or in part from time to time prior to midnight, Pacific Daylight Time,
January 31, 2002.
3. Method of Exercise. The Warrant shall be exercisable by a written Form of
Exercise signed by an authorized representative of Holder or his assigns which
shall (a) state Holder's election to exercise the Warrant; (b) the person in
whose name the certificate for such shares is to be registered, his address and
social security number;(C)be delivered in person or by certified mail to the
Warrant Agent.
4. ASSIGNABILITY OF WARRANT. The Warrant may be detached from the Unit and
assigned or sold by Holder at any time during the term of the Warrant by
providing to Grantor a written notice of assignment in the form as shown below
on this certificate.
5. REPRESENTATIONS AND WARRANTIES OF GRANTOR. Upon exercise of the Warrant in
full by holder or his assigns, the shares underlying the Warrant shall be free
and clear of all liens, claims, charges and encumbrances. Grantor agrees to
indemnify and hold harmless Holder in connection with any claim, loss damage or
expense, including attorneys' fees, trail and appellate levels, in connection
with any breach of the foregoing.
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations, warranties,
covenants and agreements set forth herein shall be continuous and shall survive
the termination of this agreement or any part thereof.
7. MISCELLANEOUS
a) Entire Agreement. This Agreement contains the entire understanding
between the parties hereto with respect to the transactions
contemplated hereby, and this Agreement supersedes in all respects all
written or oral understandings and agreements heretofore existing
between the parties hereto.
b) Counterparts. This Agreement may be executed in one or more
counterparts, and all such counterparts shall constitute one and
the same instrument.
c) Notices. All notices, consents, requests, instructions, approvals and
other communications provided for herein and all legal process with
regard hereto shall be in writing and shall be deemed to have been duly
given, when delivered by hand or three (3) days after deposited into
the United States mail, by registered or certified mail, return receipt
requested, postage prepaid.
d) Additional Documents. At any time and from time to time, the parties
hereto shall execute such documents as are necessary to effect
this Agreement.
e) Jurisdiction Venue. The parties to this Agreement agree that
jurisdiction and venue shall properly lie in the State of Florida, or
in the United States District Court for the State of Florida, with
respect to any legal proceedings arising from this Agreement.
f) Attorneys' Fees. In the event any suit or legal proceeding is brought
for the enforcement of any of the provisions of this Agreement, the
parties hereto agree that the prevailing party or parties shall be
entitled to recover attorneys' fees, including attorneys' fees for any
appeal, and costs incurred in bringing such suit or proceeding.
g) Governing Law. This agreement has been negotiated and prepared and
shall be performed in the State of Florida, and the validity,
construction and enforcement of, and the remedies under this Agreement
shall be governed in accordance with the laws of the State of Florida.
FORM OF EXERCISE
Number of Warrants Exercised
---------------
The undersigned hereby elects to exercise the right to purchase represented
by the within Warrant for, and to purchase thereunder, shares of the stock
provided for therein, and requests that certificates for such shares be issued
in the name of:
(Name and Social Security Number)
(Street Address)
(State, Zip Code)
and if said number of shares shall not be all the shares purchasable thereunder,
that a new Warrant for the balance remaining of the shares purchasable under the
within Warrant be registered in the name of the undersigned Warrantholder or his
Assignee as below indicated and delivered to the address stated below.
Dated: 19 .
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(Name of Warrantholder or Assignee)
(Street Address)
(City, State, Zip Code)
(Signature of Warrantholder)
(Signature of Joint Owner)
ASSIGNMENT
(To Be Executed Only Upon the Assignment of the Warrant)
For Value Received, the undersigned hereby sells, assigns and transfers unto
(Name and Social Security Number)
(Street Address)
(City, State, Zip Code)
the within Warrant, hereby irrevocably constituting and appointing
as his true and lawful attorney in fact to transfer said Warrant on the books of
the Company, with full power of substitution in the premises.
Dated: 19 .
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Signature Guaranteed:
(Signature of Warrantholder)
(Signature of Joint Owner)
Note: The above signature must correspond with the name written upon the face of
this Warrant in every particular, without alteration or enlargement or any
change whatever unless this Warrant has been assigned.