THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON STOCK (OR
OTHER SECURITIES) ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933. THE WARRANTS, SHARES OR OTHER SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
WARRANT
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For the Purchase of _______________
Shares of Common Stock
of
CREATIVE HOST SERVICES, INC.
THIS CERTIFIES THAT, for value received, _______________ or his/her assigns
(the "Holder"), is entitled to, within the time frame set forth in Section 1
below ("Expiration Date"), but not thereafter, to subscribe for, purchase and
receive up to _______________________ fully paid and nonassessable shares of the
common stock (the "Common Stock"), of Creative Host Services, Inc., (the
"Company"), at the initial price of $2.00 per share (the "Exercise Price"), upon
payment by cashier's check or wire transfer of the Exercise Price for such
shares of the Common Stock to the Company at the Company's offices.
1. Exercise of Warrant. This Warrant may be exercised in whole or in
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part at any time or from time to time before November __, 2006 and before 5:00
p.m., California Time, by presentation and surrender hereof to the Company of a
notice of election to purchase duly executed and accompanied by payment by
cashier's check or wire transfer of the Exercise Price for the number of shares
specified in such election.
2. Adjustment in Number of Shares.
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(A) Adjustment for Reclassifications. In case at any time or from
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time to time after the issue date the holders of the Common Stock of the Company
(or any shares of stock or other securities at the time receivable upon the
exercise of this Warrant) shall have received, or, on or after the record date
fixed for the determination of eligible stockholders, shall have become entitled
to receive, without payment therefore, other or additional stock or other
securities or property (including cash) by way of stock split, spinoff,
reclassification, combination of shares or similar corporate rearrangement
(exclusive of any stock dividend of its or any subsidiary's capital stock), then
and in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1, shall be entitled to receive the amount of stock and
other securities and property which such Holder would hold on the date of such
exercise if on the issue date he had been the holder of record of the number of
shares of Common Stock of the Company called for on the face of this Warrant and
had thereafter, during the period from the issue date, to and including the date
of such exercise, retained such shares and/or all other or additional stock and
other securities and property receivable by him as aforesaid during such period,
giving effect to all adjustments called for during such period. In the event of
any such adjustment, the Exercise Price shall be adjusted proportionally.
(B) Adjustment for Reorganization, Consolidation, Merger. In case
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of any reorganization of the Company (or any other corporation the stock or
other securities of which are at the time receivable on the exercise of this
Warrant) after the issue date, or in case, after such date, the Company (or any
such other corporation) shall consolidate with or merge into another corporation
or convey all or substantially all of its assets to another corporation, then
and in each such case the Holder of this Warrant, upon the exercise hereof as
provided in Section 1 at any time after the consummation of such reorganization,
consolidation, merger or conveyance, shall be entitled to receive, in lieu of
the stock or other securities or property to which such Holder would be entitled
had the Holder exercised this Warrant immediately prior thereto, all subject to
further adjustment as provided herein; in each such case, the terms of this
Warrant shall be applicable to the shares of stock or other securities or
property receivable upon the exercise of this Warrant after such consummation.
3. Holder acknowledges that the Common Stock will be "restricted
securities" (as such term is defined in Rule 144 promulgated under the
Securities Act of 1933, as amended ("Rule 144")), that the Shares will include
the following restrictive legend, and, except as otherwise set forth in this
Agreement, that the Shares cannot be sold for a period of one year from the date
of issuance unless registered with the United States Securities and Exchange
Commission ("SEC") and qualified by appropriate state securities regulators, or
unless PURCHASER obtains written consent from the SELLER and otherwise complies
with an exemption from such registration and qualification (including, without
limitation, compliance with Rule 144):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT
(i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF SECURITIES).
4. Reservation of Common Stock. The Company shall at all times reserve
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and keep available out of its authorized but unissued shares of common stock
solely for the purpose of effecting the exercise of this warrant such number of
its shares of common stock as shall from time to time be sufficient to effect
the exercise hereof.
5. Notices. All notices and other communications from the Company to
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the Holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, to the address set forth in the records of the
Company.
6. Change; Waiver. Neither this Warrant nor any term hereof may be
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changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
7. Law Governing. This Warrant shall be construed and enforced in
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accordance with and governed by the laws of California. Any action or
proceeding arising under or pursuant to this Warrant shall be brought in the
appropriate court in the County of Orange, California.
8. Entire Agreement. This Warrant sets forth and includes the entire
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obligation of the Company with respect to any warrants held or due to Holder as
of the date hereof, and any other agreement, arrangement, writing, contract,
letter, or agreement dated prior to or of even date herewith shall be null and
void upon execution of this Agreement.
IN WITNESS WHEREOF, the undersigned has caused this Warrant to be signed
effective as of this ____ day of ________, 2002.
Creative Host Services, Inc.
___________________________________
By: Sayed Ali
Its: President
Acknowledged and Accepted:
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