THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
AN INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS
INVOLVED.
Warrant to Purchase
2,700,000shares
---------
WARRANT TO PURCHASE COMMON STOCK
OF
E-REX, INC.
THIS CERTIFIES that Swartz Private Equity, LLC or any subsequent holder
---------------------------
hereof pursuant to Section 8 hereof ("Holder" or "Investor"), has the right to
purchase from E-REX, INC., a Nevada corporation (the "Company"), up to 2,700,000
---------
fully paid and nonassessable shares of the Company's common stock, $.001 par
value per share ("Common Stock"), subject to adjustment as provided herein, at a
price equal to the Exercise Price as defined in Section 3 below, at any time
beginning on the Date of Issuance (defined below) and ending at 5:00 p.m., New
York, New York time the date that is seven (7) years after the Date of Issuance
(the "Exercise Period").
Holder agrees with the Company that this Warrant to Purchase Common Stock
of the Company (this "Warrant") is issued and all rights hereunder shall be held
subject to all of the conditions, limitations and provisions set forth herein.
1. Date of Issuance and Term.
------------------------------
This Warrant shall be deemed to be issued on September 22, 2000 ("Date of
Issuance"). The term of this Warrant is seven (7) years from the Date of
Issuance.
Of this Warrant to purchase two million seven hundred thousand (2,700,000)
shares of Common Stock of the Company, the Warrant is exercisable as to nine
hundred thousand (900,000) shares of Common Stock of the Company after the
fifteen (15) business day document review period (the "Review Period")
referenced in the Equity Line Letter of Agreement dated on or about September
22, 2000, between Holder and Company (the "Letter of Agreement") has ended,
shall be further exercisable as to an additional nine hundred thousand (900,000)
shares of Common Stock of the Company upon the execution by the Company and
Swartz Private Equity, LLC of an Investment Agreement, pursuant to the Letter of
Agreement ("Investment Agreement") and shall be further exercisable as to the
remaining nine hundred thousand (900,000) shares of Common Stock of the Company
upon the earlier of (i) the date of effectiveness of Company's registration
statement (the "Registration Statement") to be filed pursuant to the Investment
Agreement and related documents, or (ii) March 22, 2001.
Anything in this Warrant to the contrary notwithstanding, if the Company
delivers written notice to Swartz Private Equity, LLC prior to the expiration of
the Review Period that the legal documents for the transaction are unacceptable
and the Company wishes to terminate the transaction (a "Company Termination
Notice"), Holder shall return this Warrant to the Company and all of Holder's
rights under this Warrant shall be null and void and of no effect, provided
that, if the Company has not delivered a Company Termination Notice to Swartz
Private Equity, LLC, prior to the expiration of the Review Period, ownership of
this Warrant shall irrevocably vest to the Holder, regardless of whether a
Company Termination Notice is delivered anytime thereafter.
Notwithstanding anything to the contrary herein, the applicable portion of
this Warrant shall not be exercisable during any time that, and only to the
extent that, the number of shares of Common Stock to be issued to Holder upon
such exercise, when added to the number of shares of Common Stock, if any, that
the Holder otherwise beneficially owns at the time of such exercise, would equal
or exceed 4.99% of the number of shares of Common Stock then outstanding, as
determined in accordance with Section 13(d) of the Exchange Act (the "4.99%
Limitation"). The 4.99% Limitation shall be conclusively satisfied if the
applicable Exercise Notice includes a signed representation by the Holder that
the issuance of the shares in such Exercise Notice will not violate the 4.99%
Limitation, and the Company shall not be entitled to require additional
documentation of such satisfaction.
2. Exercise.
--------
(a) Manner of Exercise. During the Exercise Period, this Warrant may be
exercised as to all or any lesser number of full shares of Common Stock covered
hereby (the "Warrant Shares") upon surrender of this Warrant, with the Exercise
Form attached hereto as Exhibit A (the "Exercise Form") duly completed and
----------
executed, together with the full Exercise Price (as defined below) for each
share of Common Stock as to which this Warrant is exercised, at the office of
the Company, Attention: Carl E. Dilley, President & CEO, E-Rex, Inc., 11645
Biscayne Boulevard, Suite 210, Miami, FL 33160; Telephone: (305) 895-3350,
Facsimile: (305) 895-1400, or at such other office or agency as the Company may
designate in writing, by overnight mail, with an advance copy of the Exercise
Form sent to the Company and its Transfer Agent by facsimile (such surrender and
payment of the Exercise Price hereinafter called the "Exercise of this
Warrant").
(b) Date of Exercise. The "Date of Exercise" of the Warrant shall be
defined as the date that the advance copy of the completed and executed Exercise
Form is sent by facsimile to the Company, provided that the original Warrant and
Exercise Form are received by the Company as soon as practicable thereafter.
Alternatively, the Date of Exercise shall be defined as the date the original
Exercise Form is received by the Company, if Holder has not sent advance notice
by facsimile.
(c) Delivery of Shares of Common Stock Upon Exercise. Upon any exercise
of this Warrant, the Company shall use its reasonable best efforts to deliver,
or shall cause its transfer agent to deliver, a stock certificate or
certificates representing the number of shares of Common Stock into which this
Warrant was exercised, within five (5) trading days (the "Share Delivery
Deadline") of the date that all of the following have been received by the
Company: (i) the original completed and executed Exercise Form, (ii) the
original Warrant and (iii) the Exercise Price (if applicable)(collectively, the
"Receipt Date"). Such stock certificates shall not contain a legend restricting
transfer if a registration statement covering the resale of such shares of
Common Stock has been filed by the Company and declared effective by the
Securities and Exchange Commission, and is current and effective at the time of
such exercise or if such shares of Common Stock, in the reasonable opinion of
the Company or its counsel, may be resold pursuant to an exemption from
registration, including but not limited to Rule 144 under the Securities Act of
1933.
(d) Buy-In Cure. If (i) the Company fails for any reason to deliver the
requisite number of shares of Common Stock (unlegended, if so required by the
terms of this Warrant)(the "Warrant Shares") to a Holder upon an exercise of
this Warrant by the Share Delivery Deadline, (ii) the Holder has sold some or
all of the Warrant Shares (the "Sold Shares") which such Holder anticipated
receiving upon such Exercise, and (iii) after the applicable Share Delivery
Deadline with respect to such Exercise, the broker that sold the Sold Shares for
Holder purchases (in an open market transaction or otherwise) shares of Common
Stock to make delivery upon the sale by a Holder of the Sold Shares (a
"Buy-In"), the Company shall pay such Holder within two (2) business days
following receipt of written notice of a claim pursuant to this Section 2(d) (in
addition to any other remedies available to Holder) the amount (a "Buy-In
Payment") by which (x) such Holder's total purchase price (including brokerage
commission, if any) for the shares of Common Stock so purchased exceeds (y) the
net proceeds received by such Holder from the sale of the Sold Shares. For
example, if a Holder purchases shares of Common Stock having a total purchase
price of $11,000 to cover a Buy-In with respect to shares of Common Stock sold
for $10,000, the Company will be required to pay such Holder $1,000. A Holder
shall provide the Company written notification indicating any amounts payable to
Holder pursuant to this Section 2(d).
(e) [Intentionally Left Blank].
(f) Cancellation of Warrant. This Warrant shall be canceled upon the
Exercise of this Warrant, and, as soon as practical after the Date of Exercise,
Holder shall be entitled to receive Common Stock for the number of shares
purchased upon such Exercise of this Warrant, and if this Warrant is not
exercised in full, Holder shall be entitled to receive a new Warrant (containing
terms identical to this Warrant) representing any unexercised portion of this
Warrant in addition to such Common Stock.
(g) Holder of Record. Each person in whose name any Warrant for shares of
Common Stock is issued shall, for all purposes, be deemed to be the Holder of
record of such shares on the Date of Exercise of this Warrant, irrespective of
the date of delivery of the Common Stock purchased upon the Exercise of this
Warrant. Nothing in this Warrant shall be construed as conferring upon Holder
any rights as a stockholder of the Company.
3. Payment of Warrant Exercise Price.
-------------------------------------
The Exercise Price per share ("Exercise Price") shall initially equal (the
"Initial Exercise Price") the lowest Closing Price for the five (5) trading days
immediately preceding September 22, 2000, which is $0.50. If the lowest Closing
-----
Price of the Company's Common Stock for the five (5) trading days immediately
preceding the date, if any, that Swartz Private Equity, LLC executes an
Investment Agreement pursuant to the Letter of Agreement (the "Closing Market
Price") is less than the Initial Exercise Price, the Exercise Price shall be
reset to equal the Closing Market Price, or, if the Date of Exercise is more
than six (6) months after the Date of Issuance, the Exercise Price shall be
reset to equal the lesser of (i) the Exercise Price then in effect, or (ii) the
"Lowest Reset Price," as that term is defined below. The Company shall
calculate a "Reset Price" on each six-month anniversary date of the Date of
Issuance which shall equal the lowest Closing Price of the Company's Common
Stock for the five (5) trading days ending on such six-month anniversary date of
the Date of Issuance. The "Lowest Reset Price" shall equal the lowest Reset
Price determined on any six-month anniversary date of the Date of Issuance
preceding the Date of Exercise, taking into account, as appropriate, any
adjustments made pursuant to Section 5 hereof. Notwithstanding the above if all
of the following are true on the date of an Exercise of this Warrant, then the
Exercise Price with respect to that Exercise only shall be $.50 (subject to any
adjustments required under Section 5 of this Warrant), notwithstanding any price
resets that would otherwise apply pursuant to this Section 3: (A) the Company
has not completed a reverse stock split anytime after the Date of Issuance
through and including the date of such Exercise, (B) the lowest Closing Price of
the Company's Common Stock for the five (5) trading days immediately preceding
the date of such Exercise is $3.00 or greater.
For purposes hereof, the term "Closing Price" shall mean the closing price
on the Nasdaq Small Cap Market, the National Market System ("NMS"), the New York
Stock Exchange, or the O.T.C. Bulletin Board, or if no longer traded on the
Nasdaq Small Cap Market, the National Market System ("NMS"), the New York Stock
Exchange, or the O.T.C. Bulletin Board, the "Closing Price" shall equal the
closing price on the principal national securities exchange or the
over-the-counter system on which the Common Stock is so traded and, if not
available, the mean of the high and low prices on the principal national
securities exchange on which the Common Stock is so traded.
Payment of the Exercise Price may be made by either of the following, or a
combination thereof, at the election of Holder:
(i) Cash Exercise: cash, bank or cashiers check or wire transfer; or
(ii) Cashless Exercise: The Holder, at its option, may exercise this
Warrant in a cashless exercise transaction under this subsection (ii) if and
only if, on the Date of Exercise, there is not then in effect a current
registration statement that covers the resale of the shares of Common Stock to
be issued upon exercise of this Warrant . In order to effect a Cashless
Exercise, the Holder shall surrender this Warrant with the Exercise Form at the
principal office of the Company together with notice of cashless election, in
which event the Company shall issue Holder a number of shares of Common Stock
computed using the following formula:
X = Y (A-B)/A
where: X = the number of shares of Common Stock to be issued to Holder.
Y = the number of shares of Common Stock for which this Warrant is
being exercised.
A = the Market Price of one (1) share of Common Stock (for
purposes of this Section 3(ii), where the "Market Price" shall be
defined as the average Closing Price of the Common Stock for the
five (5) trading days prior to the Date of Exercise of this
Warrant (the "Average Closing Price"), as reported by the O.T.C.
Bulletin Board, National Association of Securities Dealers
Automated Quotation System ("Nasdaq") Small Cap Market, or if the
Common Stock is not traded on the Nasdaq Small Cap Market, the
Average Closing Price in any other over-the-counter market;
provided, however, that if the Common Stock is listed on a stock
exchange, the Market Price shall be the Average Closing Price on
such exchange for the five (5) trading days prior to the date of
exercise of the Warrants. If the Common Stock is/was not traded
during the five (5) trading days prior to the Date of Exercise,
then the closing price for the last publicly traded day shall be
deemed to be the closing price for any and all (if applicable)
days during such five (5) trading day period.
B = the Exercise Price.
Notwithstanding the above, the Holder shall not be entitled to exercise
this Warrant in a Cashless Exercise until after the date that is ninety (90)
days after the Date of Issuance and, if the Company has entered into a
Registration Rights Agreement with Swartz Private Equity, LLC in conjunction
with the Investment Agreement and the Company has filed a Registration Statement
pursuant to such Registration Rights Agreement within ninety (90) days of the
date of such Registration Rights Agreement, then the Holder shall not be
entitled to exercise this Warrant in a Cashless Exercise until after the date
that is six (6) months after the Date of Issuance.
For purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended
that the Common Stock issuable upon exercise of this Warrant in a cashless
exercise transaction shall be deemed to have been acquired at the time this
Warrant was issued. Moreover, it is intended, understood and acknowledged that
the holding period for the Common Stock issuable upon exercise of this Warrant
in a cashless exercise transaction shall be deemed to have commenced on the date
this Warrant was issued. Notwithstanding the above, if a determination contrary
to the above is made as a matter of law by a court or governmental agency of
competent jurisdiction, then such determination shall govern, and the Company's
acting in accordance with such determination shall not give rise to a default
under this paragraph.
4. Transfer and Registration.
---------------------------
(a) Transfer Rights. Following an assignment permitted by and in
accordance with Section 8 of this Warrant, this Warrant may be transferred on
the books of the Company, in whole or in part, in person or by attorney, upon
surrender of this Warrant properly completed and endorsed. This Warrant shall
be canceled upon such surrender and, as soon as practicable thereafter, the
person to whom such transfer is made shall be entitled to receive a new Warrant
or Warrants as to the portion of this Warrant transferred, and Holder shall be
entitled to receive a new Warrant as to the portion hereof retained.
(b) Registrable Securities. In addition to any other registration rights
of the Holder, if the Common Stock issuable upon exercise of this Warrant is not
registered for resale at the time the Company proposes to register (including
for this purpose a registration effected by the Company for stockholders other
than the Holders) any of its Common Stock under the Act (other than a
registration relating solely for the sale of securities to participants in a
Company stock plan or a registration on Form S-4 promulgated under the Act or
any successor or similar form registering stock issuable upon a
reclassification, upon a business combination involving an exchange of
securities or upon an exchange offer for securities of the issuer or another
entity)(a "Piggyback Registration Statement"), the Company shall cause to be
included in such Piggyback Registration Statement ("Piggyback Registration") all
of the Common Stock issuable upon the exercise of this Warrant ("Registrable
Securities") to the extent such inclusion does not violate the registration
rights of any other securityholder of the Company granted prior to the date
hereof. Nothing herein shall prevent the Company from withdrawing or abandoning
the Piggyback Registration Statement prior to its effectiveness.
(c) Limitation on Obligations to Register under a Piggyback
Registration. In the case of a Piggyback Registration pursuant to an
underwritten public offering by the Company, if the managing underwriter
determines and advises in writing that the inclusion in the registration
statement of all Registrable Securities proposed to be included would interfere
with the successful marketing of the securities proposed to be registered by the
Company, then the Company shall not be required to register all of the
Registrable Securities in such underwritten public offering and the number of
such Registrable Securities to be included in the Piggyback Registration
Statement, to the extent such Registrable Securities may be included in such
Piggyback Registration Statement, shall be allocated among all Holders who had
requested Piggyback Registration pursuant to the terms hereof, in the proportion
that the number of Registrable Securities which each such Holder seeks to
register bears to the total number of Registrable Securities sought to be
included by all Holders. If required by the managing underwriter of such an
underwritten public offering, the Holders shall enter into an agreement,
reasonably acceptable to the Company, limiting the number of Registrable
Securities to be included in such Piggyback Registration Statement and the
terms, if any, regarding the future sale of such Registrable Securities.
5. Anti-Dilution Adjustments.
--------------------------
(a) [Intentionally Left Blank].
(b) Recapitalization or Reclassification.
(i) Stock Split. If the Company shall at any time effect a
------------
recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a larger number of shares (a "Stock Split"), then upon the
------
effective date thereof, the number of shares of Common Stock which Holder shall
be entitled to purchase upon Exercise of this Warrant shall be increased in
direct proportion to the increase in the number of shares of Common Stock by
reason of such recapitalization, reclassification or similar transaction, and
the Exercise Price shall be proportionally decreased.
(ii) Reverse Stock Split. If the Company shall at any time effect
----------------------
a recapitalization, reclassification or other similar transaction of such
character that the shares of Common Stock shall be changed into or become
exchangeable for a smaller number of shares (a "Reverse Stock Split"), then upon
-------
the effective date thereof, the number of shares of Common Stock which Holder
shall be entitled to purchase upon Exercise of this Warrant shall be
proportionately decreased and the Exercise Price shall be proportionally
increased. The Company shall give Holder the same notice it provides to holders
of Common Stock of any transaction described in this Section 5(b).
(c) [Intentionally Left Blank].
(d) Notice of Consolidation or Merger and Warrant Exchange. The
Company shall not, at any time after the date hereof, effect a merger,
consolidation, exchange of shares, recapitalization, reorganization, or other
similar event, as a result of which shares of Common Stock shall be changed into
the same or a different number of shares of the same or another class or classes
of stock or securities or other assets of the Company or another entity or there
is a sale of all or substantially all the Company's assets (a "Corporate
Change"), unless the resulting successor or acquiring entity (the "Resulting
Entity") assumes by written instrument the Company's obligations under this
Warrant, including but not limited to the Exercise Price reset provisions as
provided herein during the term of the resultant warrants, and agrees in such
written instrument that this Warrant shall be exerciseable into such class and
type of securities or other assets of the Resulting Entity as Holder would have
received had Holder exercised this Warrant immediately prior to such Corporate
Change, and the Exercise Price of this Warrant shall be proportionately
increased (if this Warrant shall be changed into or become exchangeable for a
warrant to purchase a smaller number of shares of Common Stock of the Resulting
Entity) or shall be proportionately decreased (if this Warrant shall be changed
or become exchangeable for a warrant to purchase a larger number of shares of
Common Stock of the Resulting Entity); provided, however, that Company may not
affect any Corporate Change unless it first shall have given thirty (30) days
notice to Holder hereof of any Corporate Change.
(e) Exercise Price Adjusted. As used in this Warrant, the term
"Exercise Price" shall mean the purchase price per share specified in Section 3
of this Warrant, until the occurrence of an event stated in subsection (a), (b),
(c) or (d) of this Section 5, and thereafter shall mean said price as adjusted
from time to time in accordance with the provisions of this Warrant. No such
adjustment under this Section 5 shall be made unless such adjustment would
change the Exercise Price at the time by $0.01 or more; provided, however, that
all adjustments not so made shall be deferred and made when the aggregate
thereof would change the Exercise Price at the time by $0.01 or more.
(f) Adjustments: Additional Shares, Securities or Assets. In the event
that at any time, as a result of an adjustment made pursuant to this Section 5,
Holder shall, upon Exercise of this Warrant, become entitled to receive shares
and/or other securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall be deemed to
refer to and include such shares and/or other securities or assets; and
thereafter the number of such shares and/or other securities or assets shall be
subject to adjustment from time to time in a manner and upon terms as nearly
equivalent as practicable to the provisions of this Section 5.
6. Fractional Interests.
---------------------
No fractional shares or scrip representing fractional shares shall
be issuable upon the Exercise of this Warrant, but on Exercise of this Warrant,
Holder may purchase only a whole number of shares of Common Stock. If, on
Exercise of this Warrant, Holder would be entitled to a fractional share of
Common Stock or a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of shares of Common Stock
issuable upon exercise shall be the next higher number of shares.
7. Reservation of Shares.
-----------------------
The Company shall at all times reserve for issuance such number of
authorized and unissued shares of Common Stock (or other securities substituted
therefor as herein above provided) as shall be sufficient for the Exercise of
this Warrant and payment of the Exercise Price. The Company covenants and
agrees that upon the Exercise of this Warrant, all shares of Common Stock
issuable upon such exercise shall be duly and validly issued, fully paid,
nonassessable and not subject to preemptive rights, rights of first refusal or
similar rights of any person or entity.
8. Restrictions on Transfer.
--------------------------
(a) Registration or Exemption Required. This Warrant has been issued
in a transaction exempt from the registration requirements of the Act by virtue
of Regulation D and exempt from state registration under applicable state laws.
The Warrant and the Common Stock issuable upon the Exercise of this Warrant may
not be pledged, transferred, sold or assigned unless (i) done pursuant to an
effective registration statement or a valid exemption from registration under
applicable securities laws, which is supported by an opinion from the Investor's
counsel ("Investor's Opinion") to the effect that such registration is not
required, and (ii) the transfer complies with any applicable state and federal
securities laws and does not cause the initial issuance of this Warrant to
violate applicable state or federal securities laws; provided that, if no
registration covering the resale of the Warrant Shares is effective at the time
the Warrant Shares are issued, the Holder consents to a legend being placed on
certificates for the Warrant Shares stating that the securities have not been
registered under the Securities Act and referring to such restrictions on
transferability and sale.
(b) Assignment. Subject to the restrictions set forth in subsection
(a) above, Holder may sell, transfer, assign, pledge or otherwise dispose of
this Warrant, in whole or in part. Holder shall deliver a written notice to
Company, substantially in the form of the Assignment attached hereto as Exhibit
-------
B, indicating the person or persons to whom the Warrant shall be assigned and
the respective number of warrants to be assigned to each assignee, the
Investor's Opinion (as defined above) and any required information or
documentation required to satisfy an exemption under applicable securities laws
(e.g., if required, an investor questionnaire, etc.). The Company shall effect
any valid assignment within ten (10) days, and shall deliver to the assignee(s)
designated by Holder a Warrant or Warrants of like tenor and terms for the
appropriate number of shares, within a commercially reasonable time after
receipt of Holder's notices.
9. Benefits of this Warrant.
---------------------------
Nothing in this Warrant shall be construed to confer upon any person
other than the Company and Holder any legal or equitable right, remedy or claim
under this Warrant and this Warrant shall be for the sole and exclusive benefit
of the Company and Holder.
10. Applicable Law.
---------------
This Warrant is issued under and shall for all purposes be governed
by and construed in accordance with the laws of the state of Georgia, without
giving effect to conflict of law provisions thereof.
11. Loss of Warrant.
-----------------
Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Company,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
shall execute and deliver a new Warrant of like tenor and date.
12. Notice or Demands.
-------------------
Notices or demands pursuant to this Warrant to be given or made by Holder to or
on the Company shall be sufficiently given or made if sent by certified or
registered mail, return receipt requested, postage prepaid, and addressed, until
another address is designated in writing by the Company, to the address set
forth in Section 2(a) above. Notices or demands pursuant to this Warrant to be
given or made by the Company to or on Holder shall be sufficiently given or made
if sent by certified or registered mail, return receipt requested, postage
prepaid, and addressed, to the address of Holder set forth in the Company's
records, until another address is designated in writing by Holder.
IN WITNESS WHEREOF, the undersigned has executed this Warrant as of the
____ day of December, 2000.
E-REX, INC.
/s/ Carl E. Dilley
By: ________________________________
Carl E. Dilley, President & CEO
EXHIBIT A
EXERCISE FORM FOR WARRANT
TO: E-REX, INC.
The undersigned hereby irrevocably exercises the right to purchase
____________ of the shares of Common Stock (the "Common Stock") of E-REX, INC. a
Nevada corporation (the "Company"), evidenced by the attached warrant (the
"Warrant"), and herewith makes payment of the exercise price with respect to
such shares in full, all in accordance with the conditions and provisions of
said Warrant.
1. The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any of the Common Stock obtained on exercise of the Warrant, except in
accordance with the provisions of Section 8(a) of the Warrant.
2. The undersigned requests that stock certificates for such shares be issued
free of any restrictive legend, if appropriate, and a warrant representing any
unexercised portion hereof be issued, pursuant to the Warrant in the name of the
undersigned and delivered to the undersigned at the address set forth below:
Dated: _________
________________________________________________________________________
Signature
_______________________________________________________________________
Print Name
________________________________________________________________________
Address
_______________________________________________________________________
NOTICE
The signature to the foregoing Exercise Form must correspond to the name as
written upon the face of the attached Warrant in every particular, without
alteration or enlargement or any change whatsoever.
________________________________________________________________________
EXHIBIT B
ASSIGNMENT
(To be executed by the registered holder
desiring to transfer the Warrant)
FOR VALUE RECEIVED, Swartz Private Equity, LLC (the "Warrant") hereby sells,
assigns and transfers unto the person or persons below named the right to
purchase _______ shares of the Common Stock of E-REX, INC., evidenced by the
attached Warrant and does hereby irrevocably constitute and appoint
_______________________ attorney to transfer the said Warrant on the books of
the Company, with full power of substitution in the premises.
Dated: ______________________________
Signature
Fill in assignee's ("Assignee") name and address for new registration of
Warrant:
___________________________________
Name
___________________________________
Address
___________________________________
Please print name and address of assignee
(including zip code number)
_______________________________________________________________________
NOTICE
The signature to the foregoing Assignment must correspond to the name as written
upon the face of the attached Warrant in every particular, without alteration or
enlargement or any change whatsoever.
________________________________________________________________________
Assignee hereby accepts the rights and agrees to be bound by limitations on
registration of the Warrant Shares set forth in the Registration Rights
Agreement, if any, executed by and between the Company and Swartz Private
Equity, LLC, a true and correct copy of which is attached hereto and
incorporated herein by references for all purposes, if then in existence.