11
NEITHER THIS WARRANT NOR THE UNDERLYING SHARES HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
HOLDER (AS DEFINED BELOW) MAY NOT TRANSFER THIS WARRANT OR ANY
SHARES ISSUED PURSUANT TO ITS EXERCISE PROVISION UNLESS (A) THERE
IS AN EFFECTIVE REGISTRATION COVERING SUCH WARRANT OR SUCH
SHARES, AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS, (B) THE PROPOSED
TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED, AND UNDER ALL APPLICABLE STATE SECURITIES LAWS,
OR (C) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
CHAPEAU, INC.
WARRANT CERTIFICATE
FOR THE PURCHASE OF COMMON STOCK
FOR VALUE RECEIVED, Chapeau, Inc., a Utah corporation (the
"Company") doing business as BLUEPOINT ENERGY PRODUCTS, INC.,
with principal business office at 10 East Gregg Street, Reno, NV
89511 hereby certifies that _________________ or his assigns (the
"Holder"), is entitled to purchase from the Company, subject to
the terms and conditions of this Warrant Certificate ("Warrant")
and the Secured Convertible Promissory Note of even date
herewith, up to ___________ fully paid and non-assessable shares
of Common Stock (as defined below) on the date that this Warrant
is first exercised in full or in part, at any time, or from time
to time during the period commencing on the date hereof (the
"Effective Date") and expiring on the Expiration Date (as defined
below). The purchase price for the "non-Success Fee" shares of
Common Stock shall be the lower of (a) $0.25 per share, or (b) if
the Common Stock is listed on any established stock exchange or a
national market system, a per share price equal to 85% of the
average of the closing prices for the 30 trading days immediately
preceding the date of exercise, in either case as may be adjusted
from time to time as herein provided (the "Exercise Price"). The
purchase price for "Success Fee" shares of common stock shall be
$0.00.
The term "Common Stock" means the Common Stock, $.001 par value,
of the Company, together with any other equity securities that
may be issued by the Company in respect thereof or in
substitution therefor. The number of shares of Common Stock to
be received upon the exercise of this Warrant may be adjusted
from time to time as hereinafter set forth. The shares of Common
Stock deliverable or delivered upon such exercise, as adjusted
from time to time, are hereinafter sometimes referred to as
"Warrant Stock."
The term "Company" means the issuer and its successors and
assigns.
The term "Expiration Date" means the day occurring one hundred
eighty (180) calendar days following the date of issuance of this
Warrant Certificate, or, if such day is a day on which banking
institutions in Reno, Nevada are authorized by law to close, then
on the next succeeding day that shall not be such a day.
The term "Holder" means the person or persons to whom the Company
has issued the Secured Convertible Promissory Note of even date
herewith entitling the Holder to acquire shares of its Common
Stock. If there is more than one Holder at any time, each such
Holder shall be entitled to the rights and privileges granted
hereunder. All Holders of record shall receive the notice in (a)
below.
The terms "Registration", "register" and like words mean
compliance with all of the laws, rules, regulations and
provisions of agreements and corporate documents pertaining to
lawful and unrestricted transfer of securities by way of a public
offering or distribution, including distribution exempt from
registration under Regulation A promulgated pursuant to the
Securities Act of 1933, as amended (the "Act"), when applicable.
"Security" means the Secured Convertible Promissory Note of even
date herewith and all shares of Common Stock issued upon
conversion of all or any part of the Secured Convertible
Promissory Note (the "Conversion Stock"), and any shares of stock
of the Company of all classes, types and series (and all rights,
however evidenced or contained, convertible or exercisable or
exchangeable into such shares) to which any Holder is entitled.
Upon receipt by the Company of evidence reasonably satisfactory
to it of the loss, theft, destruction, mutilation or partial
exercise of this Warrant, and in the case of loss, theft,
destruction, mutilation or partial exercise, of satisfactory
indemnification, and upon surrender and cancellation of this
Warrant, if mutilated or partially exercised, the Company shall
execute and deliver a new Warrant, of like tenor and date.
1. Exercise of Warrant.
1.1. General Procedure. Subject to the terms and conditions set
forth herein, this Warrant may be exercised, in whole, or in
part, at any time during the period commencing on the Effective
Date and expiring at 5:00 p.m. Pacific Time on the Expiration
Date by presentation and surrender of this Warrant to the Company
at its principal office and delivery of the Warrant Exercise Form
attached as Exhibit A to this Warrant, duly executed and
accompanied by payment (either in cash or by certified or
official bank check, payable to the order of the Company) of the
aggregate Exercise Price for the number of shares specified in
such form, if applicable, and instruments of transfer, if
appropriate, duly executed by the Holder. If this Warrant is
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 thereof to purchase the
balance of the shares purchasable hereunder.
1.2. Common Stock Delivery. Upon receipt by the Company of this
Warrant, together with the Exercise Price, at its office in
proper form for exercise as described above, together with an
agreement to comply with the restrictions on transfer and related
covenants contained herein and a representation as to investment
intent and any other matter reasonably required by counsel to the
Company, signed by the Holder (and if other than the original
Holder accompanied by proof, reasonably satisfactory to counsel
for the Company, of the right of such person or persons to
exercise the Warrant), the Holder shall be deemed to be the
holder of record of the shares of Common Stock issuable upon such
exercise, even if the stock transfer books of the Company shall
then be closed or certificates representing such shares of Common
Stock shall not have been delivered to the Holder. The Holder
shall pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of
shares of Common Stock on exercise of this Warrant. The Company
shall promptly thereafter issue certificate(s) evidencing the
Common Stock so purchased.
2. Reservation of Shares. The Company shall at all times
reserve for issuance and delivery upon exercise of this Warrant
sufficient shares (if and as adjusted) of Common Stock or other
shares of capital stock of the Company (and other securities)
from time to time receivable upon exercise of this Warrant. All
such shares (and other securities) shall be duly authorized and,
when issued upon exercise, shall be validly issued, fully paid
and non-assessable.
3. No Fractional Shares. No fractional shares or script
representing fractional shares shall be issued upon the exercise
of this Warrant, but the Company shall pay the Holder an amount
equal to the fair market value (as defined in Section 1.2 hereof)
of such fractional share of Common Stock in lieu of each fraction
of a share otherwise called for upon any exercise of this
Warrant.
4. Transfer.
4.1. Securities Laws. Neither this Warrant nor the Warrant Stock
have been registered under the Securities Act of 1933, as amended
(the "Securities Act"). The Company will not transfer this
Warrant or the Warrant Stock unless (a) there is an effective
registration covering such Warrant or such shares, as the case
may be, under the Securities Act and applicable state securities
laws, (b) it first receives a letter from an attorney stating
that in the opinion of the attorney the proposed transfer is
exempt from registration under the Securities Act and under all
applicable state securities laws, or (c) the transfer is made
pursuant to Rule 144 promulgated under the Securities Act.
4.2. Conditions to Transfer. Prior to any such proposed
transfer, and as a condition thereto, if such transfer is not
made pursuant to an effective registration statement under the
Securities Act, the Holder will, if requested by the Company,
deliver to the Company (a) an investment covenant signed by the
proposed transferee, (b) an agreement by such transferee that the
restrictive investment legend set forth above be placed on the
certificate or certificates representing the securities acquired
by such transferee, and (c) an agreement by such transferee that
the Company may place a "stop transfer order" with its transfer
agent or registrar.
5. Rights of the Holder. The Holder shall not, by virtue
hereof, be entitled to any rights of a shareholder in the
Company, either at law or in equity, and the rights of the Holder
are limited to those expressed in this Warrant and the Purchase
Agreement. The Warrant Stock shall be entitled to all of the
rights, privileges and benefits provided in this Warrant and the
Purchase Agreement, including Sections 7.1(j), (m) and (n) of the
Purchase Agreement.
6. Adjustments.
6.1. Stock Splits, Dividends, Etc.
(a) If the Company shall at any time prior to the
expiration of this Warrant subdivide its outstanding
shares of Common Stock by recapitalization,
reclassification, split-up or otherwise, or if the
Company shall declare a stock dividend or distribute
shares of Common Stock to its shareholders, the number
of shares of Common Stock purchasable under this
Warrant immediately prior to such subdivision,
declaration or distribution shall be proportionately
increased, and if the Company shall at any time combine
the outstanding shares of Common Stock by
recapitalization, reclassification or combination
thereof, the number of shares of Common Stock
purchasable under this Warrant immediately prior to
such combination shall be proportionately decreased.
Any such adjustment and the adjustment to the number of
shares purchasable and the Exercise Price pursuant to
this Section 6 shall be effective at the close of
business on the effective date of such subdivision or
combination, or if any adjustment is the result of a
stock dividend or distribution then the effective date
for such adjustment based thereon shall be the record
date therefor or upon the making of such dividend or
distribution if no record date is fixed.
(b) Whenever the number of shares of Common Stock
purchasable upon the exercise of this Warrant is
adjusted as provided in this Section 6, the Exercise
Price shall be adjusted to the nearest cent by
multiplying such Exercise Price immediately prior to
such adjustment by a fraction (x) the numerator of
which shall be the number of shares of Common Stock
purchasable upon the exercise immediately prior to such
adjustment, and (y) the denominator of which shall be
the number of shares of Common Stock so purchasable
immediately thereafter.
6.2. Adjustment for Reorganization, Consolidation, Merger, Etc.
In case of any reorganization of the Company (or any other
corporation, the securities of which are at the time receivable
on the exercise of this Warrant) or in case the Company (or any
such other corporation) shall consolidate or merge into another
entity or convey all or substantially all of its assets to
another entity, then, and in each such case, the Holder of this
Warrant may, immediately prior to such transaction, exercise as
provided in Section 1, or, at any time after the consummation of
such reorganization, consolidation, merger or conveyance, shall
be entitled to receive, in lieu of the securities and property
receivable upon the exercise of this Warrant prior to such
consummation, the securities or property to which such Holder
would have been entitled upon such consummation if such Holder
had exercised this Warrant immediately prior thereto; in each
such case, the terms of this Warrant shall be applicable to the
securities or property received upon the exercise of this Warrant
after such consummation.
6.3. Certificate as to Adjustments. In each case of an
adjustment in the number of shares of Common Stock receivable on
the exercise of this Warrant, the Company at its expense shall
promptly compute such adjustment in accordance with the terms of
the Warrant and prepare a certificate executed by an officer of
the Company setting forth such adjustment and showing the facts
upon which such adjustment is based. The Company shall forthwith
mail a copy of each such certificate to the Holder.
6.4. Notices of Record Date, Etc. In case:
(a) the Company shall take a record of the holders of its
Common Stock (or other securities at the time
receivable upon the exercise of the Warrant) for the
purpose of entitling them to receive any dividend
(other than a cash dividend at the same rate as the
rate of the last cash dividend theretofore paid) or
other distribution, or any right to subscribe for,
purchase or otherwise acquire all shares of stock of
any class or any other securities, or to receive any
other right; or
(b) of any voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, and in
each such case, the Company shall mail or cause to be
mailed to each Holder a notice specifying, as the case
may be, (i) the date on which a record is to be taken
for the purpose of such dividend, distribution or
right, and stating the amount and character of such
dividend, distribution or right, or (ii) the date on
which such reorganization, reclassification,
consolidation, merger, conveyance, dissolution,
liquidation or winding-up is to take place, and the
time, if any, to be fixed, as to which the holders of
record of Common Stock (or such other securities at the
time receivable upon the exercise of this Warrant)
shall be entitled to exchange their shares of Common
Stock (or such other securities) for securities or
other property deliverable upon such reorganization,
reclassification, consolidation, merger, conveyance,
dissolution, liquidation or winding-up. Such notice
shall be mailed at least 20 days prior to the date
therein specified, and this Warrant may be exercised
prior to said date during the term of the Warrant.
6.5. Threshold for Adjustments. Anything in this Section 6 to
the contrary notwithstanding, the Company shall not be required
to give effect to any adjustment until the cumulative resulting
adjustment in the Exercise Price pursuant to this Section 6 shall
have required a change of the Exercise Price by at least $0.01,
but when the cumulative net effect of more than one adjustment so
determined shall be to change the Exercise Price by at least
$0.01, such full change in the Exercise Price shall thereupon be
given effect. No adjustment shall be made by reason of the
issuance of shares upon conversion rights currently outstanding
or any change in the number of treasury shares held by the
Company.
6.6. Incidental Registration.
(a) Each time the Company shall propose the registration
except on Form S-4 or S-8 under the Act of any
securities of the Company, the Company shall give
written notice of such proposed registration to the
Holder as reflected on its records. The Company will
include in any such Registration Statement any of its
shares of Common Stock held by any Holder who within
thirty (30) days after receipt of such notice shall
request inclusion.
(b) If the managing underwriter of such registration
advises the Company in writing that in its opinion the
total number or dollar amount of securities requested
to be included in such registration exceeds the number
or dollar amount of shares of Common Stock that can be
sold in such offering, the Company will include in such
offering: (1) first, all shares of Common Stock the
Company proposes to sell; (2) second, up to the full
number or dollar amount of shares of Common Stock
requested by the Holder to be included in such
registration in excess of the number or total dollar
amount of shares of Common Stock the Company proposes
to sell which, in the opinion of such underwriter, can
be sold, allocated pro rata among all the Company's
shareholders (including each Holder on the basis of the
number of shares of Common Stock requested to be
included therein by each such Holder).
(c) Upon the occurrence of each such proposed registration,
unless the Company shall determine to terminate each
registration in toto, the Company will (i) use its best
efforts to effect registration under the Act of the
Common Stock which the Company has been requested to
register; (ii) use its best efforts to have such
Registration Statement declared effective; (iii) notify
the Holder requesting registration promptly after it
shall receive notice thereof, of the time when such
Registration Statement has been filed; (iv) notify the
Holder promptly of any request by the Securities and
Exchange Commission (hereinafter referred to as the
"Commission") for the amending or supplementing of such
Registration Statement or prospectus or for additional
information; (v) prepare and file with the Commission,
promptly on the Holder's request any amendments or
supplements to such Registration Statement or
prospectus which, in the opinion of counsel for the
Holder, may be reasonably necessary in connection with
the distribution of the Securities by the Holder; (vi)
prepare and promptly file with the Commission and
promptly notify the Holder of the filing of such
amendment or supplement to such Registration Statement
or prospectus as may be necessary to correct any
statement or omission, if at any time when a prospectus
relating to any Security is required to be delivered
under the Act, any event shall have occurred as a
result of which any such prospectus or any other
prospectus as then in effect would include an untrue
statement of a material fact or omit to state any
material fact necessary to make the statements therein
not misleading; (vii) in case the Holder or any
underwriter for the Holder is required to deliver a
prospectus, at a time when the prospectus then in
effect may no longer be used under the Act, prepare
promptly upon request such amendment or amendments to
such Registration Statement and such prospectus or
prospectuses as may be necessary to permit compliance
with the requirements of Section 10 of the Act; (viii)
not file any amendment or supplement to the
Registration Statement or prospectus to which the
Holder shall reasonably object based upon information
contained therein after having been furnished a copy
within a reasonable time prior to the filing thereof;
(ix) advise the Holder promptly after it shall receive
notice or obtain knowledge thereof of the issuance of
any stop order by the Commission suspending the
effectiveness of any such Registration Statement or of
the initiation or threatening of any proceeding for
that purpose and promptly use its best efforts to
prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued; (x) use
its best efforts to qualify the Common Stock for
transfer under the securities laws in such states as
the Holder may reasonably designate, except that it
shall not be required in connection therewith or as a
condition thereof to execute a general consent to
service or to qualify to do business in any such
states; and (xi) furnish to the Holder as soon as
available copies of any such Registration Statement and
each preliminary or final prospectus, or supplement
required to be prepared pursuant to this Paragraph (a),
all in such quantities as the Holder may from time to
time reasonably request.
(d) The Company will pay all costs and expenses incident to
the performance of its obligations under this Paragraph
(a), including the fees and expenses of its counsel and
one special counsel selected by the Holder(s) offering
Securities, the fees and expenses of its accountants,
all other costs and expenses incident to the
preparation, printing and filing under the Act of any
such Registration Statement, each prospectus and all
amendments and supplements thereof, the costs incurred
in connection with the qualification of the Securities
under the laws of various jurisdictions (including fees
and disbursement of its counsel), the cost of
furnishing to the Holder copies of any such
Registration Statement, each preliminary prospectus,
the final prospectus and each amendment and supplement
thereto, all expenses incident to delivery of the
Securities to any underwriter or underwriters, but not
any underwriting commissions charged to the Holder.
6.7 Indemnification. The Company will indemnify and hold
harmless each Holder and any underwriter (as defined in the
Act) for such Holder and each person, if any, who controls
the Holder or underwriter within the meaning of the Act
against any losses, claims, damages or liabilities (or
actions in respect thereof), joint or several, to which the
Holder or underwriter or such controlling person may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect
thereof) are caused by any untrue statement or alleged
untrue statement of any material fact contained in any
Registration Statement under which the Securities were
registered under the Act, any prospectus contained therein,
or any amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and
will reimburse the Holder, underwriter and each such
controlling person for any legal or other expenses
reasonably incurred by the Holder, underwriter or
controlling person in connection with investigating or
defending any such loss, claim, damage, liability or actions
in respect thereof; provided, however, that the Company will
not be liable in any such case to the extent that any such
loss, claim, damage, expense or liability arises out of or
is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in
conformity with written information furnished by the Holder
or underwriter in writing specifically for use in the
preparation thereof.
Each Holder will indemnify and hold harmless the Company,
each of its directors, each of its officers who have signed
said Registration Statement and each underwriter, and each
person, if any, who controls within the meaning of the Act,
the Company or any underwriter against any losses, claims,
damages or liabilities or actions in respect thereof to
which the Company, or any such director, officer,
underwriter or controlling person may become subject under
the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) are
caused by any untrue or alleged untrue statement of any
material fact contained in said Registration Statement, said
prospectus, or amendment or amendments or supplement
thereto, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact
required to be stated therein or necessary to make the
statements therein not misleading; in each case to the
extent, but only to the extent, that such untrue statement
or alleged untrue statement or omission or alleged omission
was so made or not made in reliance upon and in conformity
with written information furnished by the Holder for use in
the preparation thereof; and will reimburse any legal or
other expense reasonably incurred by the Company or any such
director, officer, underwriter or controlling person in
connection with investigating or defending any such loss,
claim, damage, liability or action.
Promptly after receipt by an indemnified party pursuant
hereto of notice of any claims to which indemnity would
apply or the commencement of any action, such indemnified
party will, if a claim thereof is to be made against the
indemnifying party pursuant hereto, notify the indemnifying
party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party
otherwise than hereunder. In case such action is brought
against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and,
to the extent that it may wish, jointly with any other
indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified
party. In the latter event the indemnifying party shall pay
his own expenses and counsel fees.
6.8 Rule 144 Covenants. With a view to making available to each
Holder the benefit of Rule 144 promulgated under the Act
(which term as used herein includes the present Rule 144 and
any other, additional, substitute, supplemental, or
analogous rule or regulation of the Commission which may at
any time permit a Holder to sell securities to the public
exempt from registration), the Company agrees (i) if the
Company's securities have been registered under Section 12
or Section 15 of the Securities Exchange Act of 1934, as
amended, and such registration is not then withdrawn or
suspended, to file with the Commission in a timely manner
all reports and other documents required to be filed by an
issuer of securities registered under the Securities
Exchange Act of 1934, as amended, so as to maintain the
availability of Rule 144 to the Holders; (ii) as its
expense, forthwith upon any Holder's request, to deliver to
any Holder a certificate, signed by one of the Company's
principal officers, stating (A) Company's name, address and
telephone number (including area code), (B) Company's
Internal Revenue Service identification number, (C)
Company's Securities and Exchange Commission file number,
(D) the number of shares of Common Stock outstanding as
shown by the most recent report or statement published by
the Company and (E) whether Company has filed the reports
required to be filed under the Securities Exchange Act of
1934, as amended, for a period of at least ninety (90) days
prior to the date of such certificate and in addition has
filed the most recent annual report required to be filed
thereunder and (F) such other or additional information as
shall be necessary to make available to the Holder the
ability to offer and sell the maximum number of shares under
Rule 144; and (iii) when Rule 144 is being complied with or
the holding period for unaffiliated security holders shall
have expired, to deliver securities not bearing any legend
restricting transfer of such securities (to the extent then
permitted by rules or interpretations of the staff of the
Commission), as may be requested from time to time by any
Holder.
6.9 Transfer without Registration. The Securities shall not be
transferred, and the Company shall not be required to
register any transfer of the Securities on the books of the
Company, unless the Company shall have been provided with an
opinion of counsel satisfactory to it prior to such transfer
that registration under the Securities Act and applicable
state securities laws is not required in connection with the
transaction resulting in such transfer; provided, however,
that no such opinion of counsel shall be required in order
to effectuate a transfer pursuant to an effective
Registration of the Securities. Each certificate issued upon
any transfer of the Securities transferred as above provided
shall bear an appropriate investment legend, except that
such certificate shall not bear such restrictive legend if
the opinion of counsel referred to above is to the further
effect that such legend is not required in order to
establish compliance with the provisions of the Securities
Act or if such transfer is made in accordance with the
provisions of Rule 144 promulgated under the Securities Act.
7. Legend and Stop Transfer Orders. Unless the shares of
Warrant Stock have been registered under the Securities Act, upon
exercise of any of this Warrant and the issuance of any of the
shares of Warrant Stock, the Company shall instruct its transfer
agent, if any, to enter stop transfer orders with respect to such
shares, and all certificates representing shares of Warrant Stock
shall bear on the face thereof substantially the following
legend:
NEITHER THIS WARRANT NOR ANY SHARES OF STOCK ISSUABLE UPON
CONVERSION OF THIS WARRANT, IF APPLICABLE, HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
HOLDER MAY NOT TRANSFER THIS WARRANT NOR THE SHARES ISSUABLE
UPON CONVERSION OF THIS WARRANT, IF APPLICABLE, UNLESS (A)
THERE IS AN EFFECTIVE REGISTRATION COVERING THE SHARES
REPRESENTED BY THIS CERTIFICATE OR SUCH UNDERLYING SHARES,
AS THE CASE MAY BE, UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND APPLICABLE STATE SECURITIES LAWS, (B) THE
COMPANY FIRST RECEIVES A LETTER FROM AN ATTORNEY STATING
THAT IN THE OPINION OF THE ATTORNEY THE PROPOSED TRANSFER IS
EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND UNDER ALL APPLICABLE STATE SECURITIES LAWS,
OR (C) THE TRANSFER IS MADE PURSUANT TO RULE 144 UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
8. Amendments and Waivers. Any term of this Warrant may be
amended and the observance of any term of this Warrant may be
waived (either generally or in a particular instance and either
retrospectively or prospectively), with the written consent of
the Company and the Holder.
9. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be
mailed by certified mail, return receipt requested, or delivered
against receipt, if to the Holder, at its address as shown on the
books of the Company, and if to the Company, at its principal
office, 10 East Gregg Street, Reno, NV 89511. Any notice or
other communication given by certified mail shall be deemed given
at the time of certification thereof, except for a notice
changing a party's address which shall be deemed given at the
time of receipt thereof.
10. Binding Effect. The provisions of this Warrant shall be
binding upon and inure to the benefit of (a) the parties hereto,
(b) the successors and assigns of the Company, (c) if the Holder
is a corporation, partnership, or other business entity, the
successors and assignee of the Holder, and (d) if the Holder is a
natural person, the assignees, heirs, and personal representative
of the Holder.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by a duly authorized officer and effective as of this
[__] day of ___________, 2002.
CHAPEAU, INC.
By: ____________________________
Name: Guy A. Archbold
Title: CEO
EXHIBIT A
WARRANT EXERCISE FORM
To: Chapeau, Inc.
Please mark one box.
__ The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing _____ shares of
Common Stock of Chapeau, Inc. and hereby makes payment of
$_______ in payment therefor.
__ The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing __________ shares
of Common Stock of Chapeau, Inc., and herewith elects to pay
for such shares by reducing the number of shares issuable
thereunder in accordance with Section 1.2 of the Warrant.
The undersigned hereby authorizes Chapeau, Inc. to make the
required calculation under Section 1.2 of the Warrant.
Dated: ___________
__________________________
Name of Holder
By:_______________________
Signature of Holder
Address _____________________
_____________________
_____________________