Exhibit 4.4
No. _________ ________ Warrants
RESOLVE STAFFING, INC.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE
OF THIS WARRANT ARE TRANSFERABLE ONLY IN ACCORDANCE WITH PARAGRAPH H HEREOF.
Void after 5:00 P.M., New York Time, on June 30, 2007
Warrant to Purchase
_________ Shares
of Common Stock
WARRANT TO PURCHASE COMMON STOCK
This is to Certify That, FOR VALUE RECEIVED, ___________________________________
________________________________________________________________ (the "Holder")
is entitled to purchase, subject to the provisions of this Warrant, from Resolve
Staffing, Inc., a Nevada corporation, having an office at 310 East Harrison
Street, Tampa, FL 33602 (the "Company"), an aggregate of _______ shares (the
"Warrant Shares") of the Company's Common Stock, par value $.0001 per share
("Common Stock") at a price of $.15 per share (or such other price computed by
applying all adjustments made on or before June 30, 2007, in accordance with
Section F hereof, to $.15 as if it had been the initial Exercise Price per share
hereunder) at any time on or after July 1, 2002 until 5:00 P.M. New York Time,
on June 30, 2007. The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for a share of Common Stock
may be adjusted from time to time as hereinafter set forth. The shares of Common
Stock deliverable upon such exercise, and as adjusted from time to time, are
hereinafter sometimes referred to as "Warrant Shares" and the exercise price of
a share of Common Stock in effect at any time and as adjusted from time to time
is hereinafter sometimes referred to as the "Exercise Price."
The Warrants represented by the Certificate are part of an authorized class of
6,250,000 Warrants.
A. EXERCISE OF WARRANT.
1. Cash Exercise. Subject to the following conditions
precedent and the provisions of Section H and I hereof, this Warrant
may be exercised in whole or in part at any time or from time to time
on or after July 1, 2002, and before 5:00 P.M. New York Time on June
30, 2007, or, if either such day is a day on which banking institutions
are authorized by law to close, then on the next succeeding day which
shall not be such a day, by presentation and surrender hereof to the
Company at any office maintained by it in Tampa, Florida, or at the
office of its Warrant Agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price
for the number of shares specified in such form.
2. Right to Convert Warrant. (a) The Holder shall have the
right to convert, in whole or in part, this Warrant (the "Conversion
Right") at any time prior to June 30, 2007, into shares of Common Stock
in accordance with this Section A.2. Upon exercise of the Conversion
Right, the Company shall deliver to the Holder (without payment by the
Holder of the Exercise Price) that number of shares of Common Stock
determined by (x) dividing the product obtained by multiplying the
number of shares issuable upon the Warrants exercised by the Exercise
Price then in effect, by the Market Price of one share and (y)
subtracting the quotient thus obtained from the number of shares
issuable upon the Warrant or portion thereof being exercised.
(b) The Conversion Right may be exercised by the Holder, at
any time or from time to time, prior to its expiration, on any business
day by delivering a written notice (the "Conversion Notice") to the
Company at the offices of the Company, exercising the Conversion Right
and specifying (i) the total number of shares of Common Stock the
Holder will purchase pursuant to the conversion and (ii) a place and
date not less than two (2) nor more than twenty (20) Business Days from
the date of the Conversion Notice for the closing of such purchase.
(c) "Market Price" per Common Share means the average of the
closing bid prices of the Common Shares as reported on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ")
or, if such security is not listed or admitted to trading on the
NASDAQ, on the principal national security exchange or quotation system
on which such security is quoted or listed or admitted to trading, or,
if not quoted or listed or admitted to trading on any national
securities exchange or quotation system, the closing bid price of such
security on the over-the-counter market on the day in question as
reported by the National Association of Security Dealers, Inc., or a
similar generally accepted reporting service, as the case may be, for
the five (5) trading days immediately preceding the date of
determination. If the shares are traded or if the last trade reported
is more than five days old, the Market Price shall be determined by a
resolution of the Company's Board of Directors, in good faith.
If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the rights of the Holder hereof to purchase the
balance of the shares purchasable hereunder. Upon receipt by the
Company of this Warrant at its office, or by the Warrant Agent of the
Company at its office, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock
issuable upon such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that certificate
representing such shares of Common Stock shall not then be actually
delivered to the Holder.
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B. RESERVATION OF SHARES. The Company hereby agrees that at all times
there shall be reserved for issuance and/or delivery upon exercise of
this Warrant such number of shares of its Common Stock as shall be
required for issuance of delivery upon exercise of this Warrant.
C. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant.
With respect to any fraction of a share called for upon exercise
hereof, the Company shall issue to the Holder the next whole share.
D. EXCHANGE, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the company or at the office of the Warrant Agent
for other Warrants of different denominations entitling the holder
thereof to purchase in aggregate the same number of shares of Common
Stock purchasable hereunder. The term Warrant as used herein includes
any Warrants into which this Warrant may be divided or exchanged. Upon
receipt by the Company of evidence reasonably 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, and upon surrender and cancellation of this Warrant,
if mutilated, the Company will execute and deliver 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.
E. RIGHTS OF THE HOLDER. The Holder shall not, by virtue here of, be
entitled to any rights of a shareholder in the Company, either at law
or equity, and the rights of the Holder are limited to those expressed
in the Warrant and are not enforceable against the Company except to
the extent set forth herein.
F. STOCK DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI-DILUTION
PROVISIONS, ETC. This Warrant is subject to the following further
provisions:
1. In case, prior to the expiration of this Warrant by exercise
or by its terms, the Company shall issue any shares of its
Common Stock as a stock dividend or subdivide the number of
outstanding shares of Common Stock into a greater number of
shares, then, in either of such cases, the Exercise Price per
share of the Warrant Shares purchasable pursuant to this
Warrant in effect at the time of such action shall be
proportionately reduced and the number of Warrant Shares at
that time purchasable pursuant to this Warrant shall be
proportionately increased; and conversely, in the event the
Company shall contract the number of outstanding shares of
Common Stock by combining such shares into a smaller number of
shares, then, in such case, the Exercise Price per share of
the Warrant Shares purchasable pursuant to this Warrant in
effect at the time of such action shall be proportionately
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increased and the number of Warrant Shares at that time
purchasable pursuant to this Warrant shall be proportionately
decreased. Any dividend paid or distributed upon the Common
Stock in stock of any other class of securities convertible
into shares of Common Stock shall be treated as a dividend
paid in Common Stock to the extent that shares of Common Stock
are issuable upon the conversion thereof.
2. In case, prior to the expiration of this Warrant by exercise
or by its terms, the Company shall be recapitalized by
reclassifying its outstanding Common Stock, par value $.0001
per share, into stock with a different par value or by
changing its outstanding Common Stock with par value to stock
without par, the Company or a successor corporation shall be
consolidated or merge with or convey all or substantially all
of its or of any successor corporation's property and assets
to any other corporation or corporations (any such corporation
being included within the meaning of the term successor
corporation in the event of any consolidation or merger of any
such corporation with, or the sale of all or substantially all
of the property of any such corporation to, another
corporation or corporations), in exchange for stock or
securities of a successor corporation, the holder of this
Warrant shall thereafter have the right to purchase upon the
terms and conditions and during the time specified in this
Warrant, in lieu of the Warrant Shares theretofore purchasable
upon the exercise of this Warrant, the kind and amount of
shares of stock and other securities receivable upon such
recapitalization or consolidation, merger or conveyance by a
holder of the number of shares of Common Stock which the
holder of this Warrant might have purchased immediately prior
to such recapitalization or consolidation, merger or
conveyance.
3. Upon the occurrence of each event requiring an adjustment of
the Exercise Price and of the number of Warrant Shares
purchasable at such adjusted Exercise Price by reason of such
event in accordance with the provisions of this Section F.,
the Company shall compute the adjusted Exercise Price and the
adjusted number of Warrant Shares purchasable at such adjusted
Exercise Price by reason of such event in accordance with the
provisions of this Section F. and shall prepare a certificate
setting forth such adjusted Exercise Price and the adjusted
number of Warrant Shares and showing in detail the facts upon
which such conclusions are based. The Company shall mail
forthwith to each holder of this Warrant a copy of such
certificate, and thereafter said certificate shall be
conclusive and shall be binding upon such holder unless
contested by such holder by written notice to the Company
within thirty (30) days after receipt of the certificate by
such holder.
4. In case:
(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 any other distribution in
respect of the Common Stock (including cash),
pursuant to without limitation, any spin-off,
split-off or distribution of the Company's assets; or
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(b) the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to
subscribe for or purchase any shares of stock of any
class or to receive any other rights; or
(c) of any classification, reclassification or other
reorganization of the capital stock of the Company,
consolidation or merger of the Company with or into
another corporation, or conveyance of all or
substantially all of the assets of the Company; or
(d) of the voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, and in any such case, the Company shall mail to the
Holder, at least twenty (20) days prior thereto, a notice
stating the date or expected date on which a record is to be
taken for the purpose of such dividend or distribution of
rights, or the date on which such classification,
reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation, or winding up is to take
place, as the case may be. Such notice shall also specify the
date or expected date, if any is to be fixed, as of which
holders of Common Stock of record shall be entitled to
participate in said dividend on distribution of rights, or
shall be entitled to exchange their shares of Common stock for
securities or other property deliverable upon such
classification, reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation,
or winding up, as the case may be. The failure to give such
notice shall not affect the validity of any such proceeding or
transaction and shall not affect the right of the holder of
this Warrant to participate in said dividend, distribution of
rights, or any such exchange and acquire the kind and amount
of cash, securities or other property as the Holder would have
been entitled to acquire if it was the record holder of the
Warrant Shares which could be obtained upon the exercise of
the Warrants immediately before such proceeding or
transaction; provided that, the Holder exercises the Warrants
within 30 days after discovery that such action or proceeding
has taken place.
5. In case the Company at any time while this Warrant shall
remain unexpired and unexercised, shall dissolve, liquidate,
or wind up its affairs, the holder of this Warrant may
thereafter receive upon exercise hereof in lieu of each share
of Common Stock of the Company which it would have been
entitled to receive, the same kind and amount of any
securities or assets as may be issuable, distributable or
payable upon any such dissolution, liquidation or winding up
with respect to each share of Common Stock of the Company.
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G. OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall
forthwith file in the custody of its Secretary at its principal office
and with the Warrant agent, an officer's certificate showing the
adjusted Exercise Price determined as therein provided, setting forth
in reasonable detail the facts requiring such adjustment, including a
statement of the number of additional shares of Common Stock, if any,
the consideration for such shares, determined as such Section F.
provided, and such other facts as shall be necessary to show the reason
for and the manner of computing such adjustment. Each such officer's
certificate shall be made available at all reasonable times for
inspection by the holder and the Company shall, forthwith after each
such adjustment, mail a copy of such certificate to the holder.
H. TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither this
Warrant, the Warrant Shares, nor any other security issued or issuable
upon exercise of this Warrant may be sold or otherwise disposed or
except as follows:
1. to a person who, in the opinion of counsel reasonably
satisfactory to the Company, is a person to whom the Warrant
or Warrant Shares may legally be transferred without
registration and without the delivery of a current prospectus
under the Securities Act of 1933, as amended (the "Act") with
respect thereto and then only against receipt of an agreement
of such person to comply with the provisions of this Section
H. with respect to any resale or other disposition of such
securities; or
2. to any person upon delivery of a prospectus then meeting the
requirements of the Act relating to such securities and the
offering thereof for such sale or disposition.
I. CALL OF THE WARRANT
Commencing July 1, 2005, the Company may call the outstanding Warrants
for $.01 per warrant upon 30 days notice to the Holder set forth above.
J. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
The Company represents and warrants to the holder as follows:
1. The Company is duly organized and, as of the date of the
original issuance hereof, validly existing and in good
standing under the laws of the state of Delaware.
2. The Company shall at all times reserve and keep available out
of its authorized shares of Common Stock, solely for the
purpose of issuing Warrant Shares upon the exercise of this
Warrant, such shares as may be issuable upon the exercise
hereof.
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3. Warrant Shares, when issued and paid for in accordance with
the terms of this Warrant, will be fully paid and not
assessable.
4. This Warrant has been duly authorized and approved by all
required corporate action by the Company and does not violate
the certificate of incorporation or by-laws of the Company.
[CORPORATE SEAL] RESOLVE STAFFING, INC.
By:_______________________
R. Gale Porter, President
Dated:
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PURCHASE FORM
TO BE EXECUTED
UPON EXERCISE OF WARRANTS
TO: Resolve Staffing, Inc.
310 East Harrison Street
Tampa, FL 33602
The undersigned hereby exercises, according to the terms and conditions
thereof, the right to purchase _____________ Shares of Common Stock, evidenced
by the within Warrant Certificate, and herewith makes payment of the purchase
price in full,
Dated:
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Name:
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Address:
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Signature:
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UPON EXERCISE OF THIS WARRANT PAYMENT SHOULD BE MADE TO THE ORDER OF
RESOLVE STAFFING, INC.
CASHLESS EXERCISE FORM
TO BE EXECUTED
UPON CONVERSION OF WARRANTS
TO: Resolve Staffing, Inc.
310 East Harrison Street
Tampa, FL 33602
The undersigned hereby irrevocably elects to exercise its Conversion
Rights as to the number of the above Company's Warrants set forth below.
Dated:
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Name:
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Address:
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Signature:
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Calculation of Shares Issuable upon exercise of Conversion Rights
(A) Warrants Exercised: _______________________
(B) Exercise Price: $______________________
(C) Total Exercise Price (AxB): $______________________
(D) Market Price: $______________________
(E) Shares to be Withheld (C/D): _______________________
(F) Net Shares to be issued: _______________________