KINGSGATE ACQUISITIONS, INC.
(INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE)
This certifies that: ----------------
the registered Holder or registered assign (the "Holder"), is the owner for
value received of: ---------- warrants (the "Warrants") (subject to adjustment
as hereinafter referred to), each of which Warrants entitles the Holder to
purchase during the period commencing --------- and expiring at 5:00 P.M.
Eastern Time on ------, 200-, one fully paid, non-assessable share of common
stock, $.001 par value per share ("Share") of Kingsgate Acquisitions, Inc., a
Delaware corporation (the "Company"), upon payment of $1.00 per share (the
"Exercise Price"), provided, however, that the number of Shares purchasable upon
exercise of each Warrant may be increased or reduced and the Exercise Price
adjusted in the event of a stock dividend, stock split, reclassification,
reorganization, consolidation, merger, sale of all or substantially all of the
property of the Company, sales of stock at less than the greater of market value
or the Exercise Price or other dilutive transactions. The Exercise Price of
Warrants represented by this Warrant Certificate is payable either in cash or by
bank draft to the order of the Company. No adjustment shall be made for any
dividends on any Shares issuable upon exercise of the Warrants represented by
this Warrant Certificate.
In order to exercise these Warrants, the form of election to purchase on
the reverse side must be properly completed and executed. If Warrants
represented by this Warrant Certificate are exercised with respect to fewer than
all Shares purchasable, certificates representing Warrants to purchase the
remaining number of Shares will be issued.
The Company shall not be required to issue fractions of Shares upon the
exercise of Warrants, but the holder shall have the right to purchase a whole
Share.
Warrants are transferable at the office of the Company by the Holder
thereof in person or by attorney duly authorized in writing, but only upon
surrender of the Warrant Certificate and the payment of transfer taxes, if any.
Upon any such transfer, a new Warrant Certificate or new Warrant Certificates of
different denominations of like tenor and representing in the aggregate the
right to purchase a like number of Shares, will be issued to the transferee in
exchange for this Warrant Certificate.
This Warrant Certificate, when surrendered at the office of the Company by
the Holder in person or by attorney duly authorized in writing, may be exchanged
for any other Warrant Certificates of different denominations of like tenor and
representing in the aggregate the right to purchase a like number of Shares.
If this Warrant Certificate shall be surrendered for exercise within any
period during which the transfer books for the Shares or other securities
purchasable upon the exercise of Warrants are closed for any reason, the Company
shall not be required to make delivery of Certificates for the securities
purchasable upon such exercise until the date of the reopening of said transfer
books.
The Holder shall not be entitled to any of the rights of a shareholder of
the Company prior to exercise hereof.
This Warrant Certificate is not valid unless countersigned by the Warrant
Transfer Agent.
WITNESS the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
COUNTERSIGNED:
OLDE MONMOUTH STOCK TRANSFER CO., INC.
77 Memorial Parkway, Suite 101
Atlantic Highlands, New Jersey 07716
AUTHORIZED SIGNATURE
Dated: ----------------
KINGSGATE ACQUISITIONS, INC.
/s/ Leslie McGuffin CORPORATE SEAL /s/ Barney Magnusson
- ---------------- 1999 --------------------
Secretary DELAWARE President
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants
in common and not as community property
UNIFORM GIFTS TO MINORS ACT
( Custodian) (Minor)
under the Uniform Gifts of Minors Act of the State of ------------------
EXERCISE
I or we hereby irrevocably elect to exercise the right of purchase
represented by this certificate to purchase ------ shares of the common stock of
the Company ("Shares") and hereby make payment of ----------------- (number of
shares purchased multiplied by $1.00) payable to the order of KINGSGATE
ACQUISITIONS, INC. in payment of the exercise price for such Shares, and request
that certificates for the Shares shall be issued in the name of:
Please insert social security or EIN number
or other identifying number: -------------------------
(Insert name address, including zip code):
- ------------------------------------------------------
- ------------------------------------------------------
And, if such number of Shares shall not be all of the shares purchasable
hereunder, that a new Warrant Certificate or like tenor for the balance of the
remaining Shares purchasable hereunder be delivered to the undersigned at the
address above.
IMPORTANT: The name of the person exercising this warrant must correspond
with the name of the Warrantholder written on the face of this Certificate in
every particular, without alteration or any change whatever, unless it has been
assigned by completing the Assignment form below.
DATED: ---------------- 19-- X---------------------------------------
Signature of Registered Holder
X---------------------------------------
Signature of Registered Holder
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:
Please insert social security or EIN number
or other identifying number: -----------------
(Insert name and address, including zip code):
- ----------------------------------------------------
- ----------------------------------------------------
The right to purchase -------------- Shares evidenced by this Warrant, and
does hereby irrevocably constitute and appoint any officer of the Company or its
transfer agent and registrar as lawful Attorney to transfer such right on the
books of the Company with full power of substitution in the premises.
DATED: -------------, 19-- X---------------------------------------
Signature of Registered Holder
X---------------------------------------
Signature of Registered Holder
IMPORTANT: Every registered owner of this Certificate must sign it to
assign or otherwise transfer Warrants. The above signature or signatures must
correspond with the name or names written on the face of this Certificate in
every particular, without alteration, enlargement or any change whatever. Each
signature should be "medallion" 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 Rule
17Ad-15 of the Securities Exchange Act of 1934.
SIGNATURE GUARANTEE: