THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES AND ANY SECURITIES
OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH SALE
OR TRANSFER, OR IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,
SUCH REGISTRATION IS UNNECESSARY, OR AN EXCEPTION THEREFROM IS
AVAILABLE UNDER THE ACT.
HYPERBARIC SYSTEMS
WARRANT TO PURCHASE SHARES OF COMMON STOCK
Void after 5:00 p.m. Pacific Coast Time
on February 15, 2010
FOR VALUE RECEIVED, William Shatner (the "Warrant Holder") is
entitled to subscribe for and purchase, subject to the terms and
conditions set forth in this Warrant, up to Thirty-Five Thousand
(35,000) shares of Common Stock ("Stock") of HYPERBARIC SYSTEMS,
a California corporation (the "Company"). The exercise price of
this warrant (the "Exercise Price") and purchase price of the Stock
shall be One Dollar and Fifty Cents ($1.50) per share. The value
of this Warrant, as of the date of its issuance, as indicated
herein, shall be One Cent ($0.01).
1. Conditions To Exercise This Warrant. Subject to the
provisions and upon the terms and conditions set forth in that
certain Promotion Agreement and herein, this Warrant may be
exercised in whole, or in part, at any time prior to February 15,
2010. The Warrant shall expire and be void on and after 5:00 p.m.,
Pacific Coast Time on February 15, 2010 (the "Warrant Termination
Date"). In no event may this Warrant be exercised after the Warrant
Termination Date.
2. Method of Exercise; Payment; Issuance of New Warrant.
The purchase right represented by this Warrant may only be exercised
by the Registered Holder hereof in accordance with Section 1, in whole
or in part, by the surrender of this Warrant (with the notice of
exercise provision contained on the last page hereof duly executed)
at the principal office of the Company, and by the payment to the
Company, by check, cancellation of indebtedness, or both, of an amount
equal to the Exercise Price per share multiplied by the number of
shares then being purchased. In the event of any exercise of the
rights represented by this Warrant, certificates for the shares of
Stock so purchased shall be delivered to the Registered Holder hereof
as soon as practicable. Such exercise shall be deemed to have been
made immediately prior to the close of business on the date of
surrender of this Warrant.
3. Stock Fully Paid; Reservation of Shares. All shares of
Stock which may be issued upon the exercise of this Warrant will,
upon issuance, be duly authorized and validly issued, and fully paid
and nonassessable, and free from all taxes, liens, and charges with
respect to the issue thereof. During the period within which the
rights represented by this Warrant may be exercised, the Company will
use its best efforts to cause to be authorized, and thereafter at all
times have authorized, and reserved for the purpose of the issue upon
exercise of the purchase rights evidenced by this Warrant, a sufficient
number of shares of its Stock to provide for the exercise of the rights
represented by this Warrant.
4. Reclassification of Stock. In the event of the reclassi-
fication of the Stock, the Company agrees that the Warrant Holder will
be entitled to the same rights to acquire such reclassified Stock
("New Stock") as those rights granted hereby, as the Warrant Holder
shall have to purchase the Stock stated herein. All of the terms and
conditions of this Warrant shall apply equally to the purchase or
acquisition of any New Stock.
5. Fractional Shares. No fractional shares of Stock will
be issued in connection with any exercise hereunder, but in lieu of
such fractional shares the Company shall make a cash payment therefore
equal to the product of such fraction and the Exercise Price.
6. Compliance with Securities Laws; Disposition of Warrant
and Shares of Common Stock.
(a) Compliance With Securities Laws. The holder of
this Warrant, by acceptance hereof, acknowledges that this Warrant
and the shares of Stock to be issued upon exercise hereof are being
acquired for investment purposes only and that such Holder will not
offer, sell or otherwise dispose of this Warrant or any shares of
Stock to be issued upon exercise hereof except under circumstances
which will not result in a violation of the Securities Act of 1933,
as amended (the "Act"), or any state securities laws. Upon exercise
of this Warrant, the holder hereof shall, if requested by the Company,
confirm in writing, in a form satisfactory to the Company, that the
shares of Stock so purchased are being acquired for investment purposes
only and not with a view toward distribution or resale. This Warrant
and all shares of Stock issued upon exercise of this Warrant shall be
stamped or imprinted with a legend in substantially the following
form (in addition to any legend required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT
PURPOSES ONLY AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT"). SUCH SECURITIES AND ANY SECURITIES
OR SHARES ISSUED HEREUNDER MAY NOT BE SOLD OR TRANSFERRED UNLESS A
REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH SALE
OR TRANSFER, OR IN THE OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY,
SUCH REGISTRATION IS UNNECESSARY, OR AN EXCEPTION THEREFROM IS
AVAILABLE UNDER THE ACT.
(b) Transfer of Warrant or Shares of Stock. Each
certificate representing the shares of Stock issued hereunder shall
bear alegend as to the restrictions on transferability in order to
insure compliance with applicable securities laws unless, in the
opinion of counsel for the Company, such legends are not required.
The Company may issue stop transfer instructions to its transfer agent
in connection with such restrictions.
7. Rights of Shareholders. This Warrant shall not entitle
the Holder to be deemed the holder of stock or any other securities
of the Company which may be issuable on the exercise hereof for any
purpose, nor shall anything contained herein be construed to confer
upon the holder of this Warrant, as such, any of the rights of a share-
holder of the Company or any right to vote for the election of directors
or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon
any recapitalization, issuance of stock, reclassification of stock,
consolidation, merger, conveyance, or otherwise) or to receive notice
of meetings, or to receive dividends or subscription rights or
otherwise until the Warrant shall have been exercised and the certifi-
cates representing the Shares purchasable upon the exercise hereof
shall have been issued, as provided herein.
8. Successors and Assigns. The terms and provisions of
this Warrant shall inure to the benefit of, and be binding upon, the
Company and the Warrant Holder and their respective successors and
assigns.
9. Survival. The warranties, representations and covenants
contained in or made pursuant to this Warrant shall survive the
execution, delivery and exercise, if any, of this Warrant.
IN WITNESS WHEREOF, the parties hereto have caused this Warrant
to be executed by an officer thereunto duly authorized as of the day
and date first above written.
HyperBaric Systems
By: /s/ Harry Masuda
------------
Harry Masuda
President
By: /s/ William Shatner
---------------
William Shatner
NOTICE OF EXERCISE
TO: HYPERBARIC SYSTEMS
1. The undersigned hereby elects to purchase _______________
(________) shares of Common Stock of HYPERBARIC SYSTEMS (the "Company")
pursuant to the terms of the foregoing Warrant, and tenders herewith
payment of the purchase price for such shares in full, together with
all applicable transfer taxes, if any.
2. Please issue a certificate or certificates representing
such securities in the name of the undersigned or in such other name
as is specified below:
Name:
___________________________
Address:
___________________________
___________________________
3. The undersigned represents that the shares of Stock set
forth above are being acquired for the account of the undersigned for
investment purposes only and not with a view to, or for resale in
connection with, the distribution thereof and that the undersigned has
no present intention of distributing or reselling such shares.
In support thereof, the undersigned agrees to execute an investment
representation statement in a form reasonably requested by the Company
as a condition to the exercise herein noticed.
Name: _____________________________
Title: _____________________________
Address: _____________________________
_____________________________
Date: _____________________________
NOTICE OF EXERCISE
TO: HYPERBARIC SYSTEMS
1. The undersigned hereby elects to purchase ____________
(________) shares of Common Stock of HYPERBARIC SYSTEMS (the "Company")
pursuant to the terms of the foregoing Warrant, and tenders herewith
payment of the purchase price for such shares in full, together with
all applicable transfer taxes, if any.
2. Please issue a certificate or certificates representing
such securities in the name of the undersigned or in such other name
as is specified below:
Name:
___________________________
Address:
___________________________
___________________________
3. The undersigned represents that the shares of Stock set
forth above are being acquired for the account of the undersigned
for investment purposes only and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned
has no present intention of distributing or reselling such shares.
In support thereof, the undersigned agrees to execute an investment
representation statement in a form reasonably requested by the
Company as a condition to the exercise herein noticed.
Name: ______________________________
Title: ______________________________
Address: ______________________________
______________________________
Date: ______________________________