Transfer of this Warrant is subject to restriction.
Void after ________ __, 2005
For _______________ Shares
Common Stock Purchase "B" Warrant
Global Resources Group, Inc., a Nevada corporation, (the "Company") hereby
certifies that, in consideration of the sum of $10.00, and other good and
valuable consideration, receipt and sufficiency of which are hereby
acknowledged, , (the "Holder") is entitled, subject to the terms and conditions
set forth below, to purchase from the Company at any time or from time to time,
on or before ________ ____, 2005 the above stated number of fully paid and
non-assessable Shares (the "Shares") of Common Stock, $.01 par value, of the
Company (the "Common Stock") at a price of ($5.00) per Share (the "Exercise
Price"), and further subject to the terms and conditions set forth herein.
Transfer is subject to restrictions as set forth in Sections 2(e), 3 and 5
hereof. The terms "Warrant" or "Warrants", as used herein, shall mean this
Warrant, and any Warrant or Warrants issued in exchange for, to replace or upon
partial exercise of this Warrant.
1. Investment in Notes. This Warrant is issued to Holder in connection with
Holder's Loan to the Company.
2. Piggyback Registration Rights. The Company agrees that:
(a) After December 1, 2001, the Company will register the shares
underlying the Warrants in any registration statement filed under the Securities
Act of 1933, as amended (the "Act"), in conformity with the Act and rules and
regulations (the "Rules under the Act") of the Securities and Exchange
Commission (the "Commission") and will thereafter use its best efforts to cause
said registration to become effective as soon as possible so as to permit, upon
exercise of the warrant, the holders of the Shares from this warrant publicly to
offer or sell the Shares through the facilities of the over-the-counter market
or any securities exchange on which the Company's Common Stock may be listed.
The Company shall include in such registration the Shares subject to this
Warrant. The Company may include other Shares of its Common Stock in any such
registration unless the underwriter of such offering advises the Company that
the inclusion of such other Shares would adversely affect the market. Such
registration relating to the Warrant or the Shares purchased upon exercise of
the Warrant which is undertaken pursuant to a request to the Company made in
accordance with this subsection 2(a) shall be solely at the cost and expense of
the Company.
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(b) If at any time after December 1, 2001, the Company proposes to
register any Shares of its Common Stock under the Act (other than securities
being registered in connection with an acquisition by the Company or pursuant to
an employee stock option or similar plan), the Company will each such time give
written notice of its intention to do so to Warrant Holder and to any other
record holder or holders of the Warrant or Warrants, as the case may be, and, if
the Warrants have been exercised in whole or in part, to each holder of record
of the Shares purchased upon such exercise, and on Holder's written request
given within twenty (20) days after receipt of the notice, the Company shall use
its best efforts to cause the Warrants or Shares, to be included with the
securities registered under the Act. The Company shall give written notice to
Holder and to each such holder or holders of the proposed filing of a
registration statement at least thirty (30) days prior to such filing, and a
prompt written notice of the proposed filing of amendments to such registration
statement. Any registration of the Warrants or Shares which is undertaken
pursuant to a request to the Company made in accordance with this subsection
2(b) shall be solely at the cost and expense of the Company.
(c) The costs and expenses to be borne by the Company for purposes of
subsection 2(a) and subsection 2(b) shall include, without limitation, all
printing expenses (including a reasonable number of prospectuses for circulation
by the selling holders of the Warrants or the Shares), all legal fees and
disbursements of the Company's counsel, Blue Sky expenses, accounting fees of
the Company, and filing fees, and all accountable expenses of the underwriters'
commissions or similar charges attributable to the Warrants or Shares owned by
the holders thereof, and, notwithstanding the foregoing, the Company's
obligation to register the Warrants or Shares pursuant to this Section 2 shall
be limited such that: (i) the Company shall have no obligation to include Shares
in a registration statement under the Act to the extent that in the opinion of
Counsel satisfactory to the holder of such Shares is then eligible to resell
such Shares under Rule 144 under; (ii) the Company shall be required to register
securities only if and to the extent that holders seeking to register furnish
the Company with a written statement of their intention to sell and such other
information as the Company may reasonably request; (iii) the Company's
obligation to register the Warrants or Shares pursuant to subsections 2(a) or
2(b) shall expire after the five (5) years following the date the Warrants
become exercisable or the Company shall have purchased the Warrants or the
Shares in respect of which registration was requested, pursuant to subsection
2(e) below; and (iv) the Company shall not be obligated to keep any registration
statement filed in accordance with this Section 2 effective for more than ninety
(90) days.
(d) To the fullest extent permitted by law, the Company agrees to
indemnify each holder, and each underwriter, of the Warrants or Shares being
sold by any such holder pursuant to this Section 2 (and any person who controls
such holder or underwriter within the meaning of Section 15 of the Act) against
all claims, losses, damages, liabilities and expenses under the Act, the
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Securities and Exchange Act of 1934, as amended, or other Federal or State
statutory law or regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities and expenses (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of
material fact contained in any registration statement filed pursuant to this
Section 2 or in any amendment thereof, or in any preliminary prospectus or
prospector relating thereto, or in any amendment thereof or supplement thereto,
or any omission or alleged omission to state a material fact required thereto,
or in any amendment thereof or supplement thereto, or any omission or alleged
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company shall not be
liable to any such holder or underwriter in respect of any claims, losses,
damages, liabilities or expenses resulting from any untrue statement or alleged
untrue statement or omission or alleged omission made in reliance upon and in
conformity with written information furnished to the Company by such holder or
underwriter specifically for use in connection with such registration statement
and prospectus; and each holder and underwriter agrees to indemnify, to the
fullest extent permitted by law, the Company, each person, if any, who controls
the Company within the meaning of said Section 15, and each Director and Officer
of the Company who signs the registration statement in question, against claims,
losses, damages, liabilities and expenses which they may incur by reason of any
such untrue statement or alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with written information
furnished to the Company by such holder or underwriter, as the case may be,
specifically for use in connection with such registration statement prospectus.
(e) The holder agrees that this Warrant and any Shares issued upon
exercise of this Warrant will be held subject to any restrictions on resale
thereof by reason of application of the Act and that the following legend may be
affixed to this Warrant or such Shares:
THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED
WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF
APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION THEREFROM IS AVAILABLE.
3. Exercise of Warrant; Partial Exercise. This Warrant may be exercised for the
full number of Shares within the time called for hereby by the holder
surrendering this Warrant, properly endorsed, to the Company at its principal
office, accompanied by payment, in cash or by certified or official bank check,
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payable to the order of the Company, of the sum obtained by multiplying (a) the
number of Shares called for on the face of this Warrant (or such applicable
number of Shares as may result from an adjustment pursuant to Section 7 hereof)
by (b) the Exercise Price.
Upon each exercise of this Warrant, the holder or holders of this Warrant
shall be deemed to be the holder or holders of record of Shares issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or certificates representing such Shares shall not have
actually been delivered to said holder or holders. As soon as practicable after
each such exercise of this Warrant, the Company shall issue and deliver to the
holder or holders of such Shares a certificate or certificates for such Shares
issuable upon such exercise registered in the name of the holder or holders or
its designee.
This Warrant may be exercised for less than the full number of Shares
within the time called for hereby by such a surrender accompanied by payment of
the Exercise Price for the number of Shares in respect of which it is being
exercised. Upon any such partial exercise, the Company at its expense will
forthwith issue to the holder hereof a new Warrant or Warrants of like tenor
calling in the aggregate on their face for the number of Shares for which this
Warrant shall not have been exercised, issued in the name of the holder hereof
or as such holder (upon payment by such holder of any applicable transfer taxes)
may direct, subject however, to subsection 2(e) hereof; provided, that, in case
this Warrant shall not have been registered under the Act as then in effect (or
any similar statute then in effect), the Company shall not be obligated to issue
and deliver any Warrant or Warrants to or in the name of any person other than
the holder of this Warrant unless, in the opinion of counsel satisfactory to the
Company, such Warrant or Warrants may be so issued and delivered without
registration under such Act and qualifications under applicable Blue Sky or
other
State securities laws.
4. Call Provision If the company's stock price maintains a bid price over $6.00
for 30 consecutive trading days, then it has the option, after a 10 day
notification period to purchase the warrant from the holder for $1.00 per
warrant. Amounts due shall be payable in certified funds and option period to
repurchase shall be for a period of 180-days, after which time there shall be no
further call provisions.
5. Reservation of Shares Issuable on Exercise of Warrant. The Company will at
all times reserve and keep available, solely for issuance and delivery upon the
exercise of this Warrant, the Shares and any other stock, securities and
property as from time to time shall be receivable upon the exercise of this
Warrant.
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6. Adjustments. This Warrant is subject to the following terms and
conditions during the term thereof:
(a) Stock Distributions and Splits. In case (i) the outstanding Shares of
the Common Stock shall be subdivided into a greater number of Shares, (ii) a
dividend in Common Stock shall be paid in respect of the Common Stock or (iii)
there shall be any other distribution on the Common Stock payable otherwise than
out of earnings, retained earnings or earned surplus, the Exercise Price per
share in effect immediately prior to such subdivision or at the record date of
such dividend or distribution shall simultaneously with the effectiveness of
such subdivision or immediately after the record date of such dividend or
distribution be proportionately reduced; and, conversely, if outstanding Shares
of Common Stock shall be combined into a smaller number of Shares thereof, the
Exercise Price per Share in effect immediately prior to such combination be
proportionately increased. If there shall be a distribution described in
subparagraph (iii) of this subsection 5(e), the Exercise Price per Share in
effect immediately prior to such distribution shall be reduced by an amount
equal to the fair value thereof per Share of Common Stock. Any dividend paid or
distributed on the Common Stock in stock of any other class or 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.
(b) Adjustment of Underlying Shares. Whenever the Exercise Price per Share
is adjusted as provided in subsection 5(a) above, the number of Shares
purchasable upon exercise of the Warrant immediately prior to such adjustment
shall be adjusted, effective simultaneously with such adjustment, to equal the
product obtained (calculated to the nearest full Share) by multiplying such
number of Shares by a fraction, the numerator of which is the Exercise Price per
Share in effect immediately prior to such adjustment and the denominator of
which is the Exercise Price per Share in effect upon such adjustment, which
adjusted number of Shares shall thereupon be the number of Shares purchasable
upon exercise of the Warrant until adjusted as provided herein.
(c) Notice of Change of Exercise Price. Whenever the Company shall be
required to give effect to an adjustment in the Exercise Price per Share or the
kind or amount of securities purchasable upon exercise of the Warrants shall be
adjusted pursuant to any of the provisions hereof, the Company shall forthwith
thereafter cause to be sent to each holder of the Warrants a certificate setting
forth the adjustments in the Exercise Price per Share and/or in said kind or
amount or securities, and also setting forth in detail the facts requiring such
adjustments. In addition, the Company at its expense shall, within ninety (90)
calendar days following the end of each of its fiscal years during the term
hereof, and promptly upon reasonable request of any holder of the Warrant in
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connection with the exercise from time to time of all or any portion of the
Warrant, cause independent certified public accountants of recognized standing
selected by the Company to compute any such adjustment in accordance with the
terms of the Warrant and prepare a certificate setting forth such adjustment and
showing in detail the facts upon which such adjustment is based.
(d) Notice of Record Date. In the event of (i) any taking by the Company
of a record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend (other
than a cash dividend payable out of earnings, retained earnings or earned
surplus of the Company) or other distribution, or any right to subscribe for,
purchase or otherwise acquire any Shares of stock of any class or any other
securities or property, or to receive any other right, or (ii) any capital
reorganization of the Company, or any reclassification or recapitalization of
the capital stock of the Company, or any transfer of all or substantially all of
the assets of the Company or consolidation or merger of the Company with or into
any other person, or (iii) any voluntary or involuntary dissolution or
liquidation of the Company, then and in each such event the Company will mail or
cause to be mailed to each holder of the Warrant a notice specifying not only
the date on which any such 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, but also the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up is to take place, and the time,
if any, as of which the holders Shares of Common Stock for securities or other
property deliverable upon such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be mailed at least thirty (30) calendar days prior
to the proposed record date therein specified.
7. Notices. All notices and other communications of the Company to the holder or
holders of this Warrant or Warrants, as the case may be, shall be mailed by
first class registered or certified mail, postage prepaid, to the last address
or addresses furnished to the Company in writing by Warrant Holder and the
holder or holders thereof.
8. Change; Waiver. Neither this Warrant nor any term hereof may be changed,
waived, discharged or terminated orally but only by an instrument in writing
signed by the partyagainst which enforcement of the change, waiver, discharge
or termination is sought.
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9. Choice of Law. This Warrant shall be construed in accordance with the
laws of the State of Nevada without consideration of any principles of conflict
of law.
Dated:____________________
GLOBAL RESOURCES GROUP, INC. Attest:
By: _______________________
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O. Howard Davidsmeyer, Chairman