FORM OF WARRANT
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM
REGISTRATION REQUIREMENTS UNDER SAID LAWS, AND NEITHER SUCH SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE
TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS
EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.
THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED HEREIN.
GOLD BOND RESOURCES, INC.
15,000,000 WARRANTS FOR THE PURCHASE OF 15,000,000 SHARES OF
COMMON STOCK, PAR VALUE $0.001 PER SHARE
NO. W-1 15,000,000 SHARES
THIS CERTIFIES that, for value received, Parrish Brian Partners, Inc.
(including any transferee, the "Holder"), is entitled to subscribe for and
purchase from Gold Bond Resources, Inc., a Wahington corporation (the
"Company"), the amount of shares set forth above (the "Shares") upon the terms
and conditions set forth herein. This Warrant is being issued as consideration
to the Holder pursuant to the January 9, 2003 Consulting Agreement by and
between the Holder and the Company. Each warrant grants the Holder the right to
purchase from the Company one share of its common stock at the exercise price of
$0.10 per share ("Exercise Price"), for a period of five years ("Exercise
Period" and collectively, the "Warrants"). As used herein, the term "this
Warrant" shall mean and include this Warrant and any Warrant or Warrants
hereafter issued as a consequence of the exercise or transfer of this Warrant in
whole or in part. In the event that the Company effects its planned one from 10
reverse common stock split before the exercise of the warrants herein, the
aforementioned number of warrants and exercise price will be adjusted
accordingly, i.e., 1,500,000 warrants for the purchase of 1,500,000 shares of
common stock at an exercise price of $1.00.
1. This Warrant may be exercised during the Exercise Period as to all
of the Shares by the surrender of this Warrant (with the Exercise Form attached
hereto as Exhibit A, duly executed) to the Company at its office at 10701
Corporate Drive, Suite 150, Stafford, Texas 77477, Attention:
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President, or at such other place as is designated in writing by the Company,
together with a certified or bank cashier's check payable to the order of the
Company in an amount equal to the Exercise Price of $0.10 (or in the event of
the aforementioned reverse stock split, at an exercise price of $1.00 per share)
multiplied by the number of Shares for which this Warrant is being exercised.
2. Upon each exercise of the Holder's rights to purchase Shares, the
Holder shall be deemed to be the holder of record of the Shares issuable upon
such exercise, notwithstanding that the transfer books of the Company shall then
be closed or certificates representing such Shares shall not then have been
actually delivered to the Holder. As soon as practicable after each such
exercise of this Warrant, the Company shall issue and deliver to the Holder a
certificate or certificates for the Shares issuable upon such exercise,
registered in the name of the Holder or its designee. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the Shares (or portions thereof) subject to
purchase hereunder.
3. (a) Any Warrants issued upon the transfer or exercise in part of
this Warrant shall be numbered and shall be registered in a Warrant Register as
they are issued. The Company shall be entitled to treat the registered holder of
any Warrant on the Warrant Register as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person, and shall not be
liable for any registration or transfer of Warrants which are registered or to
be registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to bad faith.
This Warrant shall be transferable only on the books of the Company upon
delivery thereof duly endorsed by the Holder or by his duly authorized attorney
or representative the Form of Assignment, a copy of which is attached hereto as
Exhibit B, or accompanied by proper evidence of succession, assignment, or
authority to transfer. In all cases of transfer by an attorney, executor,
administrator, guardian, or other legal representative, duly authority shall be
produced. Upon any registration of transfer, the Company shall deliver a new
Warrant or Warrants to the person entitled thereto. This Warrant may be
exchanged, at the option of the Holder thereof, for another Warrant, or other
Warrants of different denominations, of like tenor and representing in the
aggregate the right to purchase a like number of Shares (or portions thereof),
upon surrender to the Company or its duly authorized agent. Notwithstanding the
foregoing, the Company may require prior to registering any transfer of a
Warrant an opinion of counsel reasonably satisfactory to the Company that such
transfer complies with the provisions of the Securities Act of 1933, as amended
(the "Act"), and the rules and regulations thereunder.
(b) The Holder acknowledges that he/she has been advised by
the Company that neither this Warrant nor the Shares have been registered under
the Act, that this Warrant is being or has been issued and the Shares may be
issued on the basis of the statutory exemption provided by Section 4(2) of the
Act, relating to transactions by an issuer not involving any public offering,
and that the Company's reliance thereon is based in part upon the
representations made herein by the Holder. The Holder acknowledges that he has
been informed by the Company of, or is otherwise familiar with, the nature of
the limitations imposed by the Act and the rules and regulations thereunder on
the transfer of securities. In particular, the Holder agrees that no sale,
assignment or
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transfer of this Warrant or the Shares issuable upon exercise hereof shall be
valid or effective, and the Company shall not be required to give any effect to
any such sale, assignment or transfer, unless (i) the sale, assignment or
transfer of this Warrant or such Shares is registered under the Act, it being
understood that neither this Warrant nor such Shares are currently registered
for sale and that the Company has no obligation or intention to so register this
Warrant or such Shares except as specifically provided for in the Subscription
Agreement, or (ii) this Warrant or such Shares are sold, assigned or transferred
in accordance with all the requirements and limitations of Rule 144 under the
Act, or (iii) such sale, assignment, or transfer is otherwise exempt from
registration under the Act in the opinion of counsel reasonably acceptable to
the Company.
4. The Company shall at all times reserve and keep available out its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Shares granted pursuant to the
Warrants, such number of shares of Common Stock as shall, from time to time, be
sufficient therefor. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.
5. (a) In case the Company shall at any time after the date the
Warrants were first issued (i) declare a dividend on the outstanding Common
Stock payable in shares of its capital stock, (ii) subdivide the outstanding
Common Stock, (iii) combine the outstanding Common Stock into a smaller number
of shares, or (iv) issue any shares of its capital stock by reclassification of
the Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation),
then, in each case, the Exercise Price, and the number of Shares issuable upon
exercise of this Warrant, in effect at the time of the record date for such
dividend or of the effective date of such subdivision, combination, or
reclassification, shall be proportionately adjusted so that the Holder after
such time shall be entitled to receive the aggregate number and kind of shares
which, if such Warrant had been exercised immediately prior to such time, he/she
would have owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination, or reclassification. Such adjustment
shall be made successively whenever any event listed above shall occur.
(b) In case the Company shall issue or fix a record date for
the issuance to all holders of Common Stock of rights, options, or warrants to
subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock) at a price per share (or having a conversion or
exchange price per share, if a security convertible into or exchangeable for
Common Stock) less than the then applicable Exercise Price per share on such
record date, then, in each case, the Exercise Price shall be adjusted by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding on such record date plus the number of shares of Common Stock
which the aggregate offering price of the total number of shares of Common Stock
so to be offered (or the aggregate initial conversion or exchange price of the
convertible or exchangeable securities so to be offered) would purchase at such
Exercise Price and the denominator of which shall be the number of shares of
Common Stock outstanding on such record date plus the number of additional
shares of Common Stock to be offered for subscription or purchase (or into which
the convertible or exchangeable securities so to be offered are initially
convertible or exchangeable). Such adjustment
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shall become effective at the close of business on such record date; provided,
however, that, to the extent the shares of Common Stock (or securities
convertible into or exchangeable for shares of Common Stock) are not delivered,
the Exercise Price shall be readjusted after the expiration of such rights,
options, or warrants (but only with respect to warrants exercised after such
expiration), to the Exercise Price which would then be in effect had the
adjustments made upon the issuance of such rights, options, or warrants been
made upon the basis of delivery of only the number of shares of Common Stock (or
securities convertible into or exchangeable for shares of Common Stock) actually
issued. In case any subscription price may be paid in a consideration part or
all of which shall be in a form other than cash, the value of such consideration
shall be as determined in good faith by the board of directors of the Company,
whose determination shall be conclusive.
(c) In case the Company shall distribute to all holders of
Common Stock (including any such distribution made to the stockholders of the
Company in connection with a consolidation or merger in which the Company is the
continuing corporation) evidences of its indebtedness, cash (other than any cash
dividend which, together with any cash dividends paid within the 12 months prior
to the record date for such distribution, does not exceed 5% of the then
applicable Exercise Price at the record date for such distribution) or assets
(other than distributions and dividends payable in shares of Common Stock), or
rights, options, or warrants to subscribe for or purchase Common Stock, or
securities convertible into or exchangeable for shares of Common Stock
(excluding those with respect to the issuance of which an adjustment of the
Exercise Price is provided pursuant to Section 5(b) hereof), then, in each case,
the Exercise Price shall be adjusted by multiplying the Exercise Price in effect
immediately prior to the record date for the determination of stockholders
entitled to receive such distribution by a fraction, the numerator of which
shall be the then applicable Exercise Price per share of Common Stock on such
record date, less the fair market value (as determined in good faith by the
board of directors of the Company, whose determination shall be conclusive
absent manifest error) of the portion of the evidences of indebtedness or assets
so to be distributed, or of such rights, options, or warrants or convertible or
exchangeable securities, or the amount of such cash, applicable to one share,
and the denominator of which shall be such Exercise Price per share of Common
Stock. Such adjustment shall become effective at the close of business on such
record date.
(d) No adjustment in the Exercise Price shall be required if
such adjustment is less than $.01; provided, however, that any adjustments which
by reason of this Section 5 are not required to be made shall be carried forward
and taken into account in any subsequent adjustment. All calculations under this
Section 5 shall be made to the nearest cent or to the nearest one-thousandth of
a share, as the case may be.
(e) In any case in which this Section 5 shall require that an
adjustment in the Exercise Price be made effective as of a record date for a
specified event, the Company may elect to defer, until the occurrence of such
event, issuing to the Holder, if the Holder exercised this Warrant after such
record date, the shares of Common Stock, if any, issuable upon such exercise
over and above the shares of Common Stock, if any, issuable upon such exercise
on the basis of the Exercise Price in effect prior to such adjustment; provided,
however, that the Company shall deliver to the Holder a due bill or other
appropriate instrument evidencing the Holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.
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(f) Upon each adjustment of the Exercise Price as a result of
the calculations made in Sections 5(b) or 5(c) hereof, this Warrant shall
thereafter evidence the right to purchase, at the adjusted Exercise Price, that
number of shares (calculated to the nearest thousandth) obtained by dividing (i)
the product obtained by multiplying the number of shares purchasable upon
exercise of this Warrant prior to adjustment of the number of shares by the
Exercise Price in effect prior to adjustment of the Exercise Price by (ii) the
Exercise Price in effect after such adjustment of the Exercise Price.
(g) Whenever there shall be an adjustment as provided in this
Section 5, the Company shall promptly cause written notice thereof to be sent by
registered mail, postage prepaid, to the Holder, at its address as it shall
appear in the Warrant Register, which notice shall be accompanied by an
officer's certificate setting forth the number of Shares purchasable upon the
exercise of this Warrant and the Exercise Price after such adjustment and
setting forth a brief statement of the facts requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.
(h) The Company shall not be required to issue fractions of
shares of Common Stock or other capital stock of the Company upon the exercise
of this Warrant. If any fraction of a share would be issuable on the exercise of
this Warrant (or specified portions thereof), the Company shall purchase such
fraction for an amount in cash equal to the same fraction of the Exercise Price
of such share of Common Stock on the date of exercise of this Warrant.
6. (a) In case of any consolidation with or merger of the Company with
or into another corporation (other than a merger or consolidation in which the
Company is the surviving or continuing corporation), or in case of any sale,
lease, or conveyance to another corporation of the property and assets of any
nature of the Company as an entirety or substantially as an entirety
(collectively an "Extraordinary Event"), such successor, leasing, or purchasing
corporation, as the case may be, shall (i) execute with the Holder an agreement
providing that the Holder shall have the right thereafter to receive upon
exercise of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash, or any combination thereof (collectively
"Extraordinary Event Consideration") receivable upon such consolidation, merger,
sale, lease, or conveyance by a holder of the number of shares of Common Stock
for which this Warrant might have been exercised immediately prior to such
consolidation, merger, sale, lease, or conveyance, and (ii) make effective
provision in its certificate of incorporation or otherwise, if necessary, to
effect such agreement. Such agreement shall provide for adjustments that shall
be as nearly equivalent as practicable to the adjustments in Section 5.
(b) In case of any reclassification or change of the shares of
Common Stock issuable upon exercise of this Warrant (other than a change in par
value or from no par value to a specified par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), or in case of any consolidation or merger of
another corporation into the Company in which the Company is the continuing
corporation and in which there is a reclassification or change (including a
change to the right to receive cash or other property) of the shares of Common
Stock (other than a change in par value, or from no par value to a
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specified par value, or as a result of a subdivision or combination, but
including any change in the shares into two or more classes or series of
shares), the Holder shall have the right thereafter to receive upon exercise of
this Warrant solely the kind and amount of shares of stock and other securities,
property, cash, or any combination thereof receivable upon such
reclassification, change, consolidation, or merger by a holder of the number of
shares of Common Stock for which this Warrant might have been exercised
immediately prior to such reclassification, change, consolidation, or merger.
Thereafter, appropriate provision shall be made for adjustments that shall be as
nearly equivalent as practicable to the adjustments in Section 5.
(c) The above provisions of this Section 6 shall similarly
apply to successive reclassifications and changes of shares of Common Stock and
to successive consolidations, mergers, sales, leases, or conveyances.
7. In case at any time the Company shall propose to:
(a) pay any dividend or make any distribution on shares of
Common Stock in shares of Common Stock or make any other distribution (other
than regularly scheduled cash dividends which are not in a greater amount per
share than the most recent such cash dividend) to all holders of Common Stock;
or
(b) issue any rights, warrants, or other securities to all
holders of Common Stock entitling them to purchase any additional shares of
Common Stock or any other rights, warrants, or other securities; or
(c) effect any reclassification or change of outstanding
shares of Common Stock, or any consolidation, merger, sale, lease, or conveyance
of property; or
(d) effect any liquidation, dissolution, or winding-up of the
Company; or
(e) take any other action that would cause an adjustment to
the Exercise Price;
then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution, or winding-up, or (iii) the date of such action which would require
an adjustment to the Exercise Price.
8. The issuance of any shares or other securities upon the exercise of
this Warrant, and the delivery of certificates or other instruments representing
such shares or other securities, shall be
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made without charge to the Holder for any tax or other charge in respect of such
issuance. The Company shall not, however, be required to pay any tax which may
be payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.
9. (a) Subject to the provisions of this Section 9, if at any time the
Company proposes to file a registration statement under the Act covering its
shares of Common Stock (other than a registration statement filed under Form S-4
or Form S-8 or any successor forms of the Securities and Exchange Commission
(the "Commission")), it shall give to each holder of Warrants and/or Shares,
notice of such proposed registration (and a description of the form and manner
and other relevant facts involved in such proposed registration) at least 60
days prior to the filing of the registration statement and shall afford each
such holder who gives the Company written notice not less than 15 days prior to
such filing that such holder then proposes to sell or distribute publicly all or
any portion of the Shares then held, or to be held upon exercise of such
Warrants, the opportunity to have such shares included in the securities
registered under the registration statement; provided, however, that following
the giving of notice of its intention to register its securities and prior to
the effective date of the registration statement filed in connection with such
registration, the Company may determine, at its election, not to register any
securities pursuant to such registration, and immediately thereon give written
notice of such determination to each such holder who requested the registration
of its securities and, thereupon, shall be relieved of its obligations to
register any securities in connection with such registration; and, provided
further, that prior to the effective date of the registration statement, any
holder who has given the Company written notice of its desire to have its shares
included in the securities to be registered under the registration statement (an
"Electing Holder") may determine not to include all or some of such shares in
such registration by providing written notice of such determination to the
Company. All expenses, disbursements and fees (including, without limitation,
fees and expenses of counsel, auditing fees, printing expenses, registration and
filing fees and blue sky fees and expenses, but excluding any underwriting fees,
discounts or commissions) incurred in connection with the registration by the
Company of any shares for any such holder under this Section 9(a) shall be borne
by the Company.
(b) If a registration pursuant to Section 9(a) involves an
underwritten offering and the managing or lead underwriter advises the Company
in writing (with a copy to each holder of Warrants and/or Shares that has
requested registration) that, in its good faith opinion, the number of shares
proposed to be included in such offering exceeds the number of shares that can
reasonably be sold in (or during the time of) such offering or otherwise would
materially and adversely affect its ability to effect such offering upon the
terms proposed, then the Company will include in such registration the maximum
number of securities that the Company is so advised should be included in such
offering, and the Company, all Electing Holders and all other holders of
securities proposing to register shares in such offering shall share pro rata in
the number of shares of securities to be so excluded from such offering, with
such sharing to be based upon the respective number of shares of securities as
to which registration has been requested by each such party.
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(c) In connection with any registration under the Act and
state securities laws pursuant to this Section 9, the Company shall furnish each
holder whose shares are registered thereunder with copies of the registration
statement and all amendments thereto and will supply each such holder with
copies of any preliminary and final prospectus included therein in such
quantities as may be necessary for the purposes of such proposed sale or
distribution that the holder or holders may reasonably request.
(d) In connection with any registration of shares pursuant to
this Section 9, the Electing Holders whose shares are being registered shall
furnish the Company with such information concerning such Electing Holders and
the proposed sale or distribution as shall be required for use in the
preparation of such registration statement and applications.
(e) (i) The Company shall indemnify and hold harmless each
holder of Common Stock registered pursuant to this Agreement with the
Commission, or under any state securities law or regulation, and each such
holder's officers, directors, employees and agents and each person, if any, who
controls such holder within the meaning of either Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), against any losses, claims, damages or liabilities, joint or several to
which such holder or such other person may become subject under the Act or
otherwise, but only to the extent that such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, registration statement, prospectus 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 each
such holder for any legal or other expenses reasonably incurred by such holder
in connection with investigating or defending any such action or claim;
provided, however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or alleged
omission (x) made in any such document in reliance upon and in conformity with
written information with respect to such holder furnished to the Company by such
holder expressly for use therein or (y) made in any preliminary prospectus if
(A) such holder failed to send or deliver a current copy of the prospectus to
the person asserting any such loss, claim, damage, or liability with or prior to
the delivery of written confirmation of the sale of the securities concerned to
such person, (B) it is determined that it was the responsibility of such holder
to provide such person with a current copy of the prospectus, and (C) such
current copy of the prospectus would have completely corrected such untrue
statement or omission.
(ii) Each holder of Common Stock registered pursuant
to this Agreement will indemnify and hold harmless the Company and the Company's
officers, directors, employees and agents and each person, if any, who controls
the Company within the meaning of either Section 15 of the Act or Section 20 of
the Exchange Act, against any and all losses, claims, damages or liabilities,
joint or several, to which the Company or such other person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon an
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus, registration statement or prospectus, or any amendment
or supplement thereto, or arise out of or are based upon the omission or alleged
omission
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to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Company and
such other persons for any legal or other expenses reasonably incurred by any of
them in connection with investigating or defending any such action or claim, 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 made in any such
document, in reliance upon and in conformity with written information with
respect to such holder furnished to the Company by such holder expressly for use
therein.
(iii) Promptly after receipt by an indemnified party
under Sections 9(e)(i) or (ii) of notice of the commencement of any action, such
indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party under either such section, notify the indemnifying party in
writing of the commencement thereof; provided, however, that the failure or
delay of any indemnified party to give notice as provided herein shall not
relieve the indemnifying party of its obligations under this Section 9(e),
except to the extent that the indemnifying party is materially prejudiced by
such failure or delay to give notice. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to assume the
defense thereof with counsel reasonably satisfactory to the indemnified party by
notice in writing to the indemnified party. After receipt of written notice from
the indemnifying party to such indemnified party of its election to assume the
defense thereof, the indemnifying party shall not, except as set forth in the
following sentence, be liable to such indemnified party under either of such
sections for any legal expenses of other counsel or any other expenses, in each
case subsequently incurred by such indemnified party, in connection with the
defense thereof other than reasonable costs of investigation incurred prior to
the assumption by the indemnifying party. The preceding sentence
notwithstanding, the indemnified party shall have the right to employ its own
counsel and direct its defense, with the fees and expenses of such counsel and
such other expenses related thereto to be borne by the indemnifying party, if
the indemnified party shall have reasonably concluded that there may be defenses
available to it which are different from or additional to those available to the
indemnifying party. The indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent, which
consent shall not be unreasonably withheld.
(iv) If the indemnification provided for in this
Section 9(e) is unavailable or insufficient to hold harmless an indemnified
party under Sections 9(e)(i) or (ii) above (other than by reason of exceptions
provided in such sections) in respect of any losses, claims, damages or
liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party, as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative benefits received by the Company and the holder or holders from
this Agreement and from the offering of the shares of Common Stock. If, however,
the allocation provided by the immediately preceding sentence is not permitted
by applicable law, then each indemnifying party shall contribute to such amount
paid or payable by such indemnified party in such proportion as is appropriate
to reflect not only such relative benefits but also the relative fault of the
Company and the holders in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state
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a material fact relates to information supplied by the Company or the holder and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Company and the holders
agree that it would not be just and equitable if contribution pursuant to this
Section 9(e)(iv) were determined by pro rata allocation (even if the holders
were treated as one entity for such purpose) or by any other method of
allocation which does not take into account the equitable considerations
referred to above in this Section 9(e)(iv). Except as provided in Section
9(e)(iii), the amount paid or payable by an indemnified party as a result of the
losses, claims, damages or liabilities (or actions in respect thereof) referred
to above in this Section 9(e)(iv) shall be deemed to include any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. Notwithstanding any provision in this Section 9(e)
to the contrary, no Holder shall be liable for any amount, in the aggregate, in
excess of the net proceeds to such Holder from the sale of such holder's Shares
giving rise to such losses, claims, damages or liabilities.
(v) The obligations of the Company under this Section 9(e)
shall be in addition to any liability which the Company may otherwise have at
law or in equity.
10. Unless registered pursuant to the provisions of Section 9 hereof,
the Shares issued upon exercise of this Warrant shall be subject to a stop
transfer order and the certificate or certificates evidencing such Shares shall
bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE
SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS."
11. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction, or mutilation of any Warrant (and upon surrender of any
Warrant if mutilated), the Company shall execute and deliver to the Holder
thereof a new Warrant of like date, tenor, and denomination.
12. The Holder of any Warrant shall not have solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.
13. The Company may by notice to the Holders of all the Warrants make
any changes or corrections in the Warrants (i) that it shall deem in good faith
appropriate to cure any ambiguity or to
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correct any defective or inconsistent provision or manifest mistake or error
contained in the Warrants; or (ii) that it may deem necessary or desirable and
which shall not adversely affect the interests of the holders of Warrants;
provided, however, that the Warrants shall not otherwise be modified,
supplemented or altered in any respect except with the consent in writing of the
Holders of Warrants representing not less than 50% of the Warrants then
outstanding; and provided, further, that no change in the number or nature of
the securities purchasable upon the exercise of this Warrant, or increasing the
Exercise Price therefor, or the acceleration of the termination of the Exercise
Period, shall be made without the consent in writing of the Holders of Warrants
representing not less than two-thirds of the Warrants then outstanding (other
than such changes as are specifically prescribed by this Warrant as originally
executed or are made in compliance with applicable law).
14. This Warrant has been negotiated and consummated in the State of
Texas and shall be construed in accordance with the laws of the State of Texas
applicable to contracts made and performed within such State, without regard to
principles governing conflicts of law.
Dated: August 1, 2003
GOLD BOND RESOURCES, INC.
Attest:
By: /s/ Dwaine Reese
Name: Dwaine Reese
Secretary Title: CEO
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EXHIBIT A
GOLD BOND RESOURCES, INC.
EXERCISE FORM
(To be completed and signed only upon exercise of the Warrants)
To: Gold Bond Resources, Inc.
10701 Corporate Drive, Suite 150
Stafford, Texas 77477
Attention: Secretary
The undersigned hereby exercises his or its rights to purchase
___________ Shares covered by the within Warrant and tenders payment herewith in
the amount of $_________ in accordance with the terms thereof, and requests that
certificates for such securities be issued in the name of, and delivered to:
----------------------------------------
----------------------------------------
----------------------------------------
(Print Name, Address and Social Security
or Tax Identification Number)
and, if such number of Shares shall not be all the Shares covered by the within
Warrant, that a new Warrant for the balance of the Shares covered by the within
Warrant be registered in the name of, and delivered to, the undersigned at the
address stated below.
Dated: ____________, ________ Name:
----------------------------------
(Please Print)
Address:
----------------------------------
----------------------- (Signature)
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EXHIBIT B
GOLD BOND RESOURCES, INC.
FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to
transfer the attached Warrant.)
To: Gold Bond Resources, Inc.
10701 Corporate Drive, Suite 150
Stafford, Texas 77477
Attention: Secretary
FOR VALUE RECEIVED, _______________ hereby sells, assigns, and
transfers unto _______________ that certain Warrant (Number W-______) to
purchase __________ shares of Common Stock, par value $0.001 per share, of Gold
Bond Resources, Inc. (the "Company"), together with all right, title, and
interest therein, and does hereby irrevocably constitute and appoint
________________________ attorney to transfer such Warrant on the books of the
Company, with full power of substitution.
Dated:
--------------------
Signature:
-----------------------------------
NOTICE:
The signature on the foregoing Assignment must correspond to the name
as written upon the face of this Warrant in every particular, without alteration
or enlargement or any change whatsoever.
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