EXHIBIT 4.1
FORM OF WARRANT
Warrant No. W- * * Warrants to Purchase Common Stock
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TITANIUM GROUP LIMITED
(incorporated under the International Business Companies Act (CAP 291)
of the British Virgin Islands)
CERTIFICATE FOR WARRANTS TO PURCHASE COMMON STOCK
EXERCISABLE AT ANY DATE PRIOR TO 5:00 P.M., MOUNTAIN TIME (UNITED STATES OF
AMERICA), JUNE 30, 2008
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144
UNDER THE ACT. THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
THIS CERTIFIES THAT, for value received NAME OF HOLDER (the "Holder"),
as registered owner of the above indicated number of Warrants, is entitled to at
any time until 5:00 p.m., Mountain Time (United States of America), June 30,
2008, or at such later date as the Company, by authorization of its Board of
Directors, shall determine (the "Exercise Period"), to subscribe for, purchase,
and receive up to NUMBER OF SHARES IN WORDS (NUMBER) shares of Common Stock,
US$0.01 par value per share, fully paid and nonassessable (the "Common Stock"),
of TITANIUM GROUP LIMITED, a company incorporated under the International
Business Companies Act (CAP 291) of the British Virgin Islands (the "Company"),
at the price of US$0.50 per share (the "Exercise Price"), upon presentation and
surrender of this Warrant and upon payment of the Exercise Price for such shares
of the Common Stock to the Company at the principal office of the Company;
provided, however, that if the Company shall change the number of shares of its
Common Stock issued and outstanding during the term of this Warrant by dividend,
split, reverse split, or recapitalization, a proportionate adjustment shall be
made to the number of shares of Common Stock to be issued upon the exercise of
this Warrant, and to the Exercise Price herein stated. In lieu of issuing
fractional shares, fractional amounts shall be rounded to the nearest whole
share.
Upon exercise of the Warrant, the form of election hereinafter provided
for must be duly executed and the instructions for registration of the Common
Stock acquired by such exercise must be completed. If the subscription rights
represented hereby shall not have been exercised by the expiration of the
Exercise Period, this Warrant shall become void and without further force or
effect, and all rights represented hereby shall cease and expire.
In the event of the exercise or assignment hereof in part only, the
Company shall cause to be delivered to the Holder a new warrant of like tenor to
this Warrant in the name of the Holder evidencing the right of the Holder to
purchase the number of shares of the Common Stock purchasable hereunder as to
which this Warrant has not been exercised or assigned.
In no event shall this Warrant (or the shares of the Common Stock
issuable upon full or partial exercise hereof) be offered or sold except in
conformity with the United States Securities Act of 1933, as amended.
The Company may deem and treat the registered Holder of this Warrant at
any time as the absolute owner hereof for all purposes, and the Company shall
not be affected by any notice to the contrary.
By acceptance of this Warrant, Holder represents that this Warrant and
all shares of Common Stock acquired upon exercise hereof are acquired and will
be acquired for the Holder's own account for investment and with no intention at
the time of such purchase or acquisition of distributing or reselling the same
or any part thereof to the public and, in furtherance of this representation,
agrees to execute and deliver to the Company a subscription agreement containing
customary investment intent representations and agrees that this Warrant and any
Common Stock issued upon exercise hereof may be legended to prohibit transfer,
sale, or other disposition except in the compliance with such investment letter.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer and to be sealed with the seal of the Company
this ___ day of September, 2005.
TITANIUM GROUP LIMITED
S E A L
By:
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Jason Ma, Chief Executive Officer
EXERCISE FORM
(To be executed by the Holder to exercise the right to purchase common stock
evidenced by the within Warrant)
The undersigned hereby elects irrevocably to exercise the within
Warrant and to purchase _______________ shares of the Common Stock of the
Company called for thereby, and hereby makes payment of $______________ (at the
rate of US$0.50 per share of the Common Stock) in payment of the Exercise Price
pursuant thereto. Please issue the shares of the Common Stock as to which this
Warrant is exercised in accordance with the instructions given below.
Dated: Name (Printed):
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Signature:
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Signature:
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Signature Guaranteed:
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INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:
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Address:
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Social Security or Tax Identification Number:
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ASSIGNMENT FORM
(To be executed by the registered Holder to effect a transfer of the
within Warrants:)
FOR VALUE RECEIVED, ____________________________________________, does hereby
sell, assign and transfer unto ____________________________________________ the
right to purchase ____________________shares of Common Stock of the Company
evidenced by the within Warrant, and does hereby irrevocably constitute and
appoint ________________ ______________________________ attorney to transfer
such right on the books of the Company with full power of substitution in the
premises.
Dated: Name (Printed):
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Signature:
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Signature:
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Signature Guaranteed:
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NOTICE: THE SIGNATURE(S) TO THE EXERCISE FORM OR ASSIGNMENT FORM MUST CORRESPOND
WITH THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN WARRANT IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A BANK, OTHER THAN A SAVINGS BANK, OR BY A TRUST COMPANY, OR BY A
FIRM HAVING MEMBERSHIP ON A REGISTERED NATIONAL SECURITIES EXCHANGE.