THESE SECURITIES MAY NOT BE OFFERED OR SOLD UNLESS AT THE TIME OF SUCH
OFFER OR SALE, THE PERS ON MA KING SUCH OFFER OR SALE DELI VERS A PROSPECTUS
MEETING THE REQUIREMENTS OF SECTION 10 OF THE SECURITIES ACT OF 1933, AS
AMENDED ("ACT"), FORMING A PART OF A REGISTRATION STATEMENT, OR
POST-EFFECTIVE AMENDMENT THERETO, WHICH IS EFFECTIVE UNDER SAID ACT,
UNLESS IN THE OPINION OF COUNSEL TO THE CORPORATION, SUCH OFFER AND SALE IS
EXEMPT FROM THE PROVISIONS OF SECTION 5 OF SAID ACT.
AIRTRAX, INC.
COMMON STOCK PURCHASE WARRANT
Airtrax, Inc. (the "Company"), a New Jersey corporation, hereby certifies
that, for value received of $.001 per Warrant, Motivated Minds, LLC, an Arizona
limited liability company (the "Holder"), whose address is 3116 E. Shea
Boulevard, PMB 191, Phoenix, Arizona 85028, is entitled, subject to the terms
set forth below at any time or from time to time after the date hereof and
before the Expiration Date (as defined below), to purchase from the Company
256,410 shares (the "Shares") of Common Stock, $.001 par value, at a price of
$1.56 per Share (the purchase price per Share, as adjusted from time to time
pursuant to the provisions hereunder set forth, is referred to in this Warrant
as the "Purchase Price").
This Warrant was issued to the Holder in connection with the loan by the
Holder to the Company evidenced by a Series A Convertible Note (the "Note") in
the principal amount of $400,000.
1. Terms of the Warrant.
1.1 Time of Exercise. Subject to the provisions of Sections 1.5, "Transfer
and Assignment," and 3.1, "Registration and Legends," this Warrant may be
exercised at any time and from time to time after 9:00 a.m., P.S.T., on July 21,
2006 (the "Exercise Commencement Date"), but no later than 5:00 p.m., P.S.T.,
July 20, 2011 (the "Expiration Date"), at which point it shall become void and
all rights under this Warrant shall cease.
1.2 Manner of Exercise.
1.2.1 Upon compliance with and subject to the conditions set forth in
this Warrant, the Holder may exercise this Warrant, in whole or in part, upon
surrender of this Warrant with the form of subscription attached hereto duly
executed to the Company at its corporate office at the address indicated in this
Warrant, together with the full Purchase Price for each Share to be purchased
(i) in lawful money of the United States, or by certified check, bank draft or
postal or express money order payable in United States dollars to the order of
the Company or (ii) a manner acceptable to the Company.
1.2.2 Upon receipt of this Warrant with the form of subscription duly
executed and accompanied by payment of the aggregate Purchase Price for the
Shares for which this Warrant is then being exercised, the Company shall cause
to be issued certificates or other evidence of ownership, for the total number
of whole Shares for which this Warrant is being exercised in such denominations
as are required for delivery to the Holder, and the Company shall thereupon
deliver such documents to the Holder or its nominee.
1.2.3 If the Holder exercises this Warrant with respect to fewer than
all of the Shares that may be purchased under this Warrant, the Company shall
execute a new Warrant for the balance of the Shares that may be purchased upon
exercise of this Warrant and deliver such new Warrant to the Holder.
1.2.4 The Company covenants and agrees that it will pay when due and
payable any and all transfer or issuance taxes which may be payable in respect
of the issue of this Warrant, or the issue of any Shares upon the exercise of
this Warrant. The Company shall not, however, be required to pay any tax which
may be payable in respect of any transfer involved in the issuance or delivery
of this Warrant or of the Shares in a name other than that of the Holder at the
time of surrender, and until the payment of such tax, the Company shall not be
required to issue such Shares.
1.2.5 The Company shall, at the time of any exercise of all or part of
this Warrant, upon the request of the Holder hereof, acknowledge in writing its
continuing obligation to afford to the Holder any rights to which the Holder
shall continue to be entitled after such exercise in accordance with the
provisions of this Warrant, provided that if the Holder of this Warrant shall
fail to make any such request, such failure shall not affect the continuing
obligations of the Company to afford to the Holder any such rights.
1.3 Exchange of Warrant. This Warrant may be split-up, combined or
exchanged for another Warrant or Warrants of like tenor to purchase a like
aggregate number of Shares. If the Holder desires to split-up, combine or
exchange this Warrant, it shall make such request in writing delivered to the
Company at its corporate office and shall surrender this Warrant and any other
Warrants to be so split-up, combined or exchanged, the Company shall execute and
deliver to the person entitled thereto a Warrant or Warrants, as the case may
be, as so requested. The Company shall not be required to effect any split-up,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of a Share. The Company may
require the Holder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split-up, combination or
exchange of Warrants. The term "Warrant" as used herein includes any Warrants
issued in substitution for or replacement of this Warrant, or into which this
Warrant may be divided or exchanged.
1.4 Holder as Owner. Prior to due presentment for registration of transfer
of this Warrant, the Company may deem and treat the Holder as the absolute owner
of this Warrant (notwithstanding any notation of ownership or other writing
hereon) for the purpose of any exercise hereof and for all other purposes, and
the Company shall not be affected by any notice to the contrary. Irrespective of
the date of issue and delivery of certificates for any Shares issuable upon the
exercise of the Warrant, each person in whose name any such certificate is
issued shall be deemed to have become the holder of record of the Shares
represented thereby on the date on which all or a portion of the Warrant
surrendered in connection with the subscription therefor was surrendered and
payment of the purchase price was tendered. No surrender of all or a portion of
the Warrant on any date when the stock transfer books of the Company are closed,
however, shall be effective to constitute the person or persons entitled to
receive Shares upon such surrender as the record holder of such Shares on such
date, but such person or persons shall be constituted the record holder or
holders of such Shares at the close of business on the next succeeding date on
which the stock transfer books are opened. Each person holding any Shares
received upon exercise of Warrant shall be entitled to receive only dividends or
distributions payable to holders of record on or after the date on which such
person shall be deemed to have become the holder of record of such Shares.
1.5 Transfer and Assignment. This Warrant may not be sold, hypothecated,
exercised, assigned or transferred except in accordance with and subject to the
provisions of the Securities Act of 1933, as amended (the "Act").
1.6 Method for Assignment. Any assignment permitted under this Warrant
shall be made by surrender of this Warrant to the Company at its principal
office with the form of assignment attached hereto duly executed and funds
sufficient to pay any transfer tax. In such event, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee designated
in such instrument of assignment and this Warrant shall promptly be canceled.
This Warrant may be divided or combined with other Warrants which carry the same
rights upon presentation thereof at the corporate office of the Company together
with a written notice signed by the Holder, specifying the names and
denominations in which such new Warrants are to be issued.
1.7 Rights of Holder. Nothing contained in this Warrant shall be construed
as conferring upon the Holder the right to vote or consent or receive notice as
a stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
this Warrant and prior to its exercise, any of the following shall occur:
1.7.1 The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or
1.7.2 The Company shall offer to the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option, right
or warrant to subscribe therefor; or
1.7.3 There shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially all of
the assets of the Company, or a consolidation or merger of the Company with
another entity; or
1.7.4 There shall be proposed a voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, in any one or more of said
cases, the Company shall cause to be mailed to the Holder, at the earliest
practicable time (and, in any event, not less than thirty (30) days before any
record date or other date set for definitive action), written notice of the date
on which the books of the Company shall close or a record shall be taken to
determine the stockholders entitled to such dividend, distribution, convertible
or exchangeable securities or subscription rights, or entitled to vote on such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be. Such notice shall also set forth
such facts as shall indicate the effect of such action (to the extent such
effect may be known at the date of such notice) on the Purchase Price and the
kind and amount of the Common Stock and other securities and property
deliverable upon exercise of this Warrant. Such notice shall also specify the
date as of which the holders of the Common Stock of record shall participate in
said distribution or subscription rights or shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reorganization, reclassification, sale, consolidation, merger, dissolution,
liquidation or winding up, as the case may be (on which date, in the event of
voluntary or involuntary dissolution, liquidation or winding up of the Company,
the right to exercise this Warrant shall terminate). Without limiting the
obligation of the Company to provide notice to the holder of actions hereunder,
it is agreed that failure of the Company to give notice shall not invalidate
such action of the Company.
1.8 Lost Warrant Certificate(s). Upon receipt by the Company of evidence
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in the case of loss, theft or destruction of reasonably
satisfactory indemnification, including a surety bond if required by the
Company, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will cause to be executed and delivered a new Warrant of like tenor and
date. Any such new Warrant executed and delivered shall constitute an additional
contractual obligation on the part of the Company, whether or not this Warrant
so lost, stolen, destroyed, or mutilated shall be at any time enforceable by
anyone.
1.9 Covenants of the Company. The Company covenants and agrees as follows:
1.9.1 At all times it shall reserve and keep available for the exercise
of this Warrant into Common Stock such number of authorized shares of Common
Stock as are sufficient to permit the exercise in full of this Warrant into
Common Stock; and
1.9.2 All Shares issued upon exercise of the Warrant shall be duly
authorized, validly issued and outstanding, fully-paid and non-assessable.
2. Adjustment of Purchase Price and Number of Shares Purchasable Upon
Exercise.
2.1 Adjustment of Purchase Price. The Purchase Price shall be adjusted to
the price of which the Company sells its Common Stock to any third party or
parties in any transaction, or series of transactions taken together, that
exceed One Million Dollars ($1,000,000). If the transaction(s) involve
securities convertible into Common Stock, the sales price of the Common Stock
will be deemed to be the conversion price of the Common Stock for such
convertible securities. If there are a series of transactions and the prices of
the Common Stock are different in the transactions, the lowest price of the
Common Stock sold in any of the transactions shall be deemed the adjusted
Purchase Price.
2.2 Recapitalization. The number of Shares purchasable on exercise of this
Warrant and the Purchase Price therefor shall be subject to adjustment from time
to time in the event that the Company shall: (i) pay a dividend in, or make a
distribution of, 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 smaller number of shares; or (iv) spin-off a
subsidiary by distributing, as a dividend or otherwise, shares of the subsidiary
to its stockholders. In any such case, the total number of shares purchasable on
exercise of this Warrant immediately prior thereto shall be adjusted so that the
Holder shall be entitled to receive, at the same aggregate purchase price, the
number of shares of Common Stock that the Holder would have owned or would have
been entitled to receive immediately following the occurrence of any of the
events described above had this Warrant been exercised in full immediately prior
to the occurrence (or applicable record date) of such event. An adjustment made
pursuant to this Paragraph 2 shall, in the case of a stock dividend or
distribution, be made as of the record date and, in the case of a subdivision or
combination, be made as of the effective date thereof. If, as a result of any
adjustment pursuant to this Paragraph 2, the Holder shall become entitled to
receive shares of two or more classes of series of securities of the Company,
the Board of Directors of the Company shall equitably determine the allocation
of the adjusted purchase price between or among shares or other units of such
classes or series and shall notify the Holder of such allocation.
2.3 Merger or Consolidation. In the event of any reorganization or
recapitalization of the Company or in the event the Company consolidates with or
merges into another entity or transfers all or substantially all of its assets
to another entity, then and in each such event, the Holder, on exercise of this
Warrant as provided herein, at any time after the consummation of such
reorganization, recapitalization, consolidation, merger or transfer, shall be
entitled, and the documents executed to effectuate such event shall so provide,
to receive the stock or other securities or property to which the Holder would
have been entitled upon such consummation if the Holder had exercised this
Warrant immediately prior thereto. In such case, the terms of this Warrant shall
survive the consummation of any such reorganization, recapitalization,
consolidation, merger or transfer and shall be applicable to the shares of stock
or other securities or property receivable on the exercise of this Warrant after
such consummation. and as an exchange for a larger or smaller number of shares,
as the case may be.
2.4 Notice of Dissolution or Liquidation. Except as otherwise provided in
Section 2.2, "Merger or Consolidation," in the case of any sale or conveyance of
all or substantially all of the assets of the Company in connection with a plan
of complete liquidation of the Company, or in the case of the dissolution,
liquidation or winding-up of the Company, all rights under this Warrant shall
terminate on a date fixed by the Company, such date so fixed to be not earlier
than the date of the commencement of the proceedings for such dissolution,
liquidation or winding-up and not later than thirty (30) days after such
commencement date. Notice of such termination of purchase rights shall be given
to the Holder at least thirty (30) days prior to such termination date.
2.5 Statement of Adjustment. Any adjustment pursuant to the provisions of
this Section 2 shall be made on the basis of the number of Shares which the
Holder would have been entitled to acquire by exercise of this Warrant
immediately prior to the event giving rise to such adjustment and, as to the
Purchase Price in effect immediately prior to the rise to such adjustment.
Whenever any such adjustment is required to be made, the Company shall forthwith
determine the new number of Shares which the Holder hereof shall be entitled to
purchase hereunder and/or such new Purchase Price and shall prepare, retain on
file and transmit to the Holder within ten (10) days after such preparation a
statement describing in reasonable detail the method used in calculating such
adjustment.
2.6 No Fractional Shares. The Company shall not issue any fraction of a
Share in connection with the exercise of this Warrant, and in any case where the
Holder would, except for the provisions of this Section 2.6, be entitled under
the terms of this Warrant to receive a fraction of a Share upon such exercise,
the Company shall upon the exercise and receipt of the Purchase Price, issue the
largest number of whole Shares purchasable upon exercise of this Warrant. The
Company shall not be required to make any cash or other adjustment in respect of
such fraction of a Share to which the Holder would otherwise be entitled. The
Holder, by the acceptance of this Warrant, expressly waives his right to receive
a certificate for any fraction of a Share upon exercise hereof.
2.7 No Change in Form Required. The form of Warrant need not be changed
because of any change pursuant to this Section 2 in the Purchase Price or in the
number of Shares purchasable upon the exercise of a Warrant, may state the same
Purchase Price and the same number of shares of Common Stock as are stated in
the Warrants initially issued pursuant to the Agreement.
3. Investment.
3.1 The Holder has conducted its own due diligence regarding its investment
in the Warrant, the Shares and the Company. The Holder understands and can bear
the risks associated with this investment, including the loss of its entire
investment in the Warrant and Shares. The Holder is an Accredited Investor, as
such term is defined Rule 501(a) of Regulation D under the Act. The Holder
understands that (i) the Company has not registered the Warrant or the Shares
under the Act, or the applicable securities laws of any state in reliance on
exemptions from registration and (ii) such exemptions depend upon the Holder's
investment intent at the time the Holder acquires the Warrant or the Shares. The
Holder therefore represents and warrants that it is acquiring the Warrant, and
will acquire the Shares, for the Holder's own account for investment and not
with a view to distribution, assignment, resale or other transfer of the Warrant
or the Shares. Because the Warrant and the Shares are not registered, the Holder
is aware that the Holder must hold them indefinitely unless they are registered
under the Act and any applicable securities laws or the Holder must obtain
exemptions from such registration. Upon exercise, in part or in whole, of this
Warrant, the Shares shall bear the following legend:
The shares of Common Stock represented by this certificate have
not been registered under the Securities Act of 1933, as amended
("Act") or any applicable state securities laws, and they may not be
offered for sale, sold, transferred, pledged or hypothecated without
an effective registration statement under the Act and under any
applicable state securities laws, or an opinion of counsel,
satisfactory to the company, that an exemption from such registration
is available.
4. Reservation of Shares. The Company shall at all times reserve, for the
purpose of issuance on exercise of this Warrant such number of shares of Common
Stock or such class or classes of capital stock or other securities as shall
from time to time be sufficient to comply with this Warrant and the Company
shall take such corporate action as may, in the opinion of its counsel, be
necessary to increase its authorized and unissued Common Stock or such other
class or classes of capital stock or other securities to such number as shall be
sufficient for that purpose.
5. Registration Rights.
5.1 Piggyback Rights. The Holder shall have the right to join with the
Company to register the Shares in a registration statement filed by the Company
with the SEC under the Act, which registration statement includes a public
offering of equity securities for cash, either for the account of the Company or
for the account of any other person. This right to join with the Company in a
registration statement under the Act is not applicable to a registration
statement filed by the Company with the SEC on Form S-4, S-8, or any other
inappropriate form. If, at any time, the Company proposes to file a registration
statement as described in this Paragraph 5.1, it shall, at least thirty (30)
days prior to such filing, give written notice of such proposed filing to the
Holder and its designees at their addresses appearing on the records of the
Company and shall offer to include in any such filing any proposed disposition
of the Shares. Within fifteen (15) days of receipt of the Company's notice of
filing, the owners of the Shares may request registration of the Shares pursuant
to a written request setting forth the intended method of distribution (or a
request that the Company include the Holder's Shares in the Company's intended
underwriting agreement) and such other data or information as the Company or its
counsel shall reasonably require and such Shares shall be included in the
registration statement under the Act to the maximum extent permissible.
5.2 Registration Procedures. In connection with any registration of its
securities, the Company shall supply said owner(s) with copies of such
registration statement, and of the prospectus included therein, in such
quantities as may be reasonably necessary for the purpose of the proposed
disposition. The Company will pay all registration expenses in connection with
the registration pursuant to Section 5.1. Such reasonable expenses will include
all registration of filing fees, all fees and expenses of compliance with
securities or blue sky laws, including reasonable fees and disbursements of one
legal counsel for the Holder and any placement agents in connection with blue
sky qualifications of the securities being registered, printing expenses and
reasonable fees and disbursements of counsel for the Company and its independent
certified public accountants, the fees and expenses associated with any required
filing with the National Association of Securities Dealers, Inc. ("NASD"). The
Company is not required to pay any fees or expenses of Holder, placement agents
or legal counsel of the Holder or placement agent, other than the blue sky
counsel referred to above, or accountant or any other advisors, including any
transfer taxes, underwriting, brokerage or other discounts and commissions and
finder's or similar fees payable with respect to the Common Stock registered in
the registration statement. The Company shall also make available for inspection
by the Holder of the Shares, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent designated by the Holder or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company's officers, directors, employees and independent accountants to supply
all information reasonably requested by the Holder, underwriter, attorney,
accountant or agent in connection with such registration statement.
5.3 Delay of Registration. If at the time of any request to register the
Shares the Company is engaged or has fixed plans to engage within thirty (30)
days of the time of the request in a registered public offering as to which the
Shares may be included or is involved in an activity, in the good faith
determination of the underwriter in the case of such offering or the Board of
Directors of the Company in case of such other activity, which would be
adversely affected by the requested registration to the material detriment of
the offering or the Company's activity, then the Company may, at its option,
direct that such request be delayed for a period not in excess of three (3)
months from the effective date of such offering or the date of commencement of
such proposed offering or such other material activity, as the case may be,
unless the underwriter in the case of offering, or the Board of Directors of the
Company in the case of such other material activity, specifies a longer period.
The Company shall use all reasonable efforts to cause the registration statement
relating to the Holder's Shares to remain effective pursuant to Rule 415 until
the earlier of: (i) the date as of which the Holder may sell all of the
securities without restriction pursuant to Rule 144(k) promulgated under the
Act, or (ii) the date on which the Holder shall have sold all the securities
covered by such registration statement.
5.4 Costs and Expenses. The Holder shall pay all costs and expenses
incurred by the Holder, including all transfer taxes, underwriting, brokerage
and other discounts and commissions and finder's and similar fees payable with
respect to the Shares registered pursuant to this Section 5, "Registration
Rights." To the extent any registration expenses are incurred, assumed or paid
by the Holder or any placement or sales agent therefor or underwriter thereof
with the Company's prior consent, the Company shall reimburse such person for
the full amount of the registration expenses so incurred, assumed or paid within
a reasonable time after receipt of a written request for the same. Any
registration expenses submitted by the Holder, placement agent, sales agent or
underwriter on behalf of any such person for payment by the Company shall be
itemized in detail and contain clear and accurate receipts of all expenditures
made by such parties.
5.5 Indemnification. The Company and the Holder shall indemnify and hold
harmless each other and their respective Affiliates from and against any loss,
liability, claim, damage and expense (including reasonable attorneys' fees) to
the extent resulting from any untrue statement or alleged untrue statement of a
material fact contained in any registration statement pursuant to which the
Shares were registered under the Act, or any amendment thereto, including all
documents incorporated by reference, or from the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statement not misleading; provided, that the obligations of the Holder to
indemnify the Company and its Affiliates shall be limited to the proceeds
received by the Holder from the sale of the Shares pursuant to the registration
statement and shall only apply with respect to the information furnished in
writing by the Holder or on the Holder's behalf expressly for use in the
registration statement or any prospectus relating to the Shares or any amendment
or supplement thereto. The indemnification required by this Section 5.5 shall be
in a form typical for transactions of such nature.
5.6 No-Action Letter. The Company agrees that it will be satisfied that no
post-effective amendment or new registration is required for the public sale of
the Shares if it shall be presented with a letter from the Staff of the
Securities and Exchange Commission (the "Commission"), stating in effect that,
based upon stated facts which the Company shall have no reason to believe are
not true in any material respect, the Staff will not recommend any action to the
Commission if such Shares are offered and sold without delivery of a prospectus,
and that, therefore, no Registration Statement under which such shares are to be
registered is required to be filed.
5.7 Agreements. The agreements in this Section shall continue in effect
regardless of the exercise and surrender of this Warrant.
6. Rule 144. The Company has registered a class of securities under Section 12
of the Exchange Act or and has filed reports under Section 13 or 15(d) of the
Exchange Act. At the request of the Holder, when the Holder proposes to sell
securities in compliance with Rule 144 of the SEC, the Company will (i)
forthwith furnish to the Holder a written statement of compliance with the
filing requirements of the SEC as set forth in Rule 144, as such rules may be
amended from time to time and (ii) make available to the public and the Holder
such information and take such other action as it requested by the Holder as
will enable the Holder to make sales pursuant to Rule 144.
7. Survival. All agreements, covenants, representations and warranties herein
shall survive the execution and delivery of this Warrant and any investigation
at any time made by or on behalf of any parties hereto and the exercise, sale
and purchase of this Warrant (and any other securities or property) issuable on
exercise hereof.
8. Remedies. The Company agrees that the remedies at law of the Holder, in the
event of any default or threatened default by the Company in the performance or
compliance with any of the terms of this Warrant, may not be adequate and such
terms may, in addition to and not in lieu of any other remedy, be specifically
enforced by a decree of specific performance of any agreement contained herein
or by an injunction against a violation of any of the terms hereof or otherwise.
9. Other Matters.
9.1 Binding Efect. All the covenants and provisions of this Warrant by or
for the benefit of the Company shall bind and inure to the benefit of its
successors and assigns hereunder.
9.2 Notices. Notices or demands pursuant to this Warrant to be given or
made by the Holder to or on the Company shall be sufficiently given or made if
sent by certified or registered mail, return receipt requested, postage prepaid,
and addressed, until another address is designated in writing by the Company, as
follows:
Airtrax, Inc.
870B Central Avenue
Hammonton, NJ 08037
Notices to the Holder provided for in this Warrant shall be deemed given or made
by the Company if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed to the Holder at the Holder's last
known address as it shall appear on the books of the Company.
9.3 Governing Law. The validity, interpretation and performance of this
Warrant shall be governed by the laws of the State of Arizona.
9.4 Parties Bound and Benefitted. Nothing in this Warrant expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the Company and the Holder any right, remedy or claim under promise or
agreement hereof, and all covenants, conditions, stipulations, promises and
agreements contained in this Warrant shall be for the sole and exclusive benefit
of the Company and its successors and of the Holder, its successors and, if
permitted, its assignees. This Warrant may be signed by facsimile signature,
which signature shall be deemed to be binding upon the Company.
9.5 Headings. The Article headings herein are for convenience only and are
not part of this Warrant and shall not affect the interpretation thereof.
IN WITNESS WHEREOF, this Warrant has been duly executed by the Company
under its corporate seal as of the 26th day of July, 2006.
AIRTRAX, INC.
By: /s/ Peter Amico
-------------------------
Peter Amico
Chief Executive Officer
AIRTRAX, INC.
Assignment
FOR VALUE RECEIVED,______________________hereby sells, assigns and
transfers unto______________________________________________ the within Warrant
and the rights represented thereby, and does hereby irrevocably constitute and
appoint Attorney, to transfer said Warrant on the books of the Company, with
full power of substitution.
Dated:___________________________________________
Signed:___________________________
Print Name:______________________
Subscription Form
Airtrax, Inc.
870B Central Avenue
Hammonton, NJ 08037
The undersigned hereby irrevocably subscribes for the purchase
of________________________________ shares of Common Stock (the "Shares"),
pursuant to and in accordance with the terms and conditions of this Warrant, and
herewith makes payment, covering the purchase of the Shares, which should be
delivered to the undersigned at the address stated below, and, if such number of
Shares shall not be all of the Shares purchasable hereunder, then a new Warrant
of like tenor for the balance of the remaining Shares purchasable under this
Warrant be delivered to the undersigned at the address stated below.
The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such Shares, unless either (a) a
registration statement, or post-effective amendment thereto, covering such
Shares have been filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Act"), and such sale, transfer or
other disposition is accompanied by a prospectus meeting the requirements of
Section 10 of the Act forming a part of such registration statement, or
post-effective amendment thereto, which is in effect under the Act covering the
Shares to be so sold, transferred or otherwise disposed of, or (b) counsel to
Airtrax, Inc. (the "Company") satisfactory to the undersigned has rendered an
opinion in writing and addressed to the Company that such proposed offer, sale,
transfer or other disposition of the Shares is exempt from the provisions of
Section 5 of the Act in view of the circumstances of such proposed offer, sale,
transfer or other disposition; (2) the Company may notify the transfer agent for
its Common Stock that the certificates for the Common Stock acquired by the
undersigned are not to be transferred unless the transfer agent receives advice
from the Company that one or both of the conditions referred to in (1)(a) and
(1)(b) above have been satisfied; and (3) the Company may affix the legend set
forth in Section 3 of this Warrant to the certificates for Shares hereby
subscribed for, if such legend is applicable.
Dated:_____________________ Signed:________________________________
Address:_______________________________