EXHIBIT 4.2
VISUAL MANAGEMENT SYSTEMS, INC.
Warrant No.________
WARRANT TO PURCHASE COMMON STOCK
VOID AFTER 5:00 P.M., EASTERN TIME,
ON THE EXPIRATION DATE
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND
MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT
COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE
FEDERAL AND STATE SECURITIES LAWS OR WITHOUT DELIVERING AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
FOR VALUE RECEIVED, VISUAL MANAGEMENT SYSTEMS, INC., a Nevada
corporation (the "Company"), hereby agrees to sell upon the terms and on the
conditions hereinafter set forth, at any time commencing on the date hereof but
no later than 5:00 p.m., Eastern Time, on July 17, 2011 (the "Expiration Date")
to ______________________, or registered assigns (the "Holder"), under the terms
as hereinafter set forth, _____________________ (__________) fully paid and
non-assessable shares of the Company's Common Stock (the "Warrant Stock"), at a
purchase price per share of $3.50 (the "Warrant Price"), pursuant to this
warrant (this "Warrant"). The number of shares of Warrant Stock to be so issued
and the Warrant Price are subject to adjustment in certain events as hereinafter
set forth. The term "Common Stock" shall mean, when used herein, unless the
context otherwise requires, the stock and other securities and property at the
time receivable upon the exercise of this Warrant.
This Warrant is one of a series of the Company's Warrants to purchase
Common Stock (collectively, the "Warrants"), issued pursuant to the Confidential
Private Placement Memorandum, dated March 30, 2007 (as supplemented, the
"Memorandum") pertaining to the Company's offering (the "Offering") of Units
consisting of shares of Series A Preferred Stock and Warrants.
1. EXERCISE OF WARRANT.
(a) The Holder may exercise this Warrant according to its terms by
surrendering to the Company at the address set forth in Section
10, this Warrant and the election to purchase form attached
hereto having then been duly executed by the Holder, accompanied
by cash, certified check or bank draft in payment of the
purchase price, in lawful money of the United States of America,
for the number of shares of the Warrant Stock specified in the
subscription form, or as otherwise provided in this Warrant
prior to 5:00 p.m., Eastern Time, on the Expiration Date.
Confidential and Proprietary
(b) This Warrant may be exercised in whole or in part so long as any
exercise in part hereof would not involve the issuance of
fractional shares of Warrant Stock. If exercised in part, the
Company shall deliver to the Holder a new Warrant, identical in
form, in the name of the Holder, evidencing the right to
purchase the number of shares of Warrant Stock as to which this
Warrant has not been exercised, which new Warrant shall be
signed by the Chairman, Chief Executive Officer or President of
the Company. The term Warrant as used herein shall include any
subsequent Warrant issued as provided herein.
(c) No fractional shares or scrip representing fractional shares
shall be issued upon the exercise of this Warrant. The Company
shall pay cash in lieu of fractions with respect to the Warrants
based upon the fair market value of such fractional shares of
Common Stock (which shall be the closing price of such shares on
the exchange or market on which the Common Stock is then traded)
at the time of exercise of this Warrant.
(d) In the event of any exercise of the rights represented by this
Warrant, a certificate or certificates for the Warrant Stock so
purchased, registered in the name of the Holder, shall be
delivered to the Holder within a reasonable time after such
rights shall have been so exercised. The person or entity in
whose name any certificate for the Warrant Stock is issued upon
exercise of the rights represented by this Warrant shall for all
purposes be deemed to have become the holder of record of such
shares immediately prior to the close of business on the date on
which the Warrant was surrendered and payment of the Warrant
Price and any applicable taxes was made, irrespective of the
date of delivery of such certificate, except that, if the date
of such surrender and payment is a date when the stock transfer
books of the Company are closed, such person shall be deemed to
have become the holder of such shares at the opening of business
on the next succeeding date on which the stock transfer books
are open. Except as provided in Section 4 hereof, the Company
shall pay any and all documentary stamp or similar issue or
transfer taxes payable in respect of the issue or delivery of
shares of Common Stock on exercise of this Warrant.
2. DISPOSITION OF WARRANT STOCK AND WARRANT.
(a) The Holder hereby acknowledges that this Warrant and any Warrant
Stock purchased pursuant hereto are not being registered (i)
under the Act on the ground that the issuance of this Warrant is
exempt from registration under Section 4(2) of the Act as not
involving any public offering or (ii) under any applicable state
securities law because the issuance of this Warrant does not
involve any public offering; and that the Company's reliance on
the Section 4(2) exemption of the Act and under applicable state
securities laws is predicated in part on the representations
hereby made to the Company by the Holder that it is acquiring
this Warrant and will acquire the Warrant Stock for investment
for its own account, with no present intention of dividing its
participation with others or reselling or otherwise distributing
the same, subject, nevertheless, to any
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requirement of law that the disposition of its property shall at
all times be within its control.
The Holder hereby agrees that it will not sell or transfer all
or any part of this Warrant and/or Warrant Stock unless and
until it shall first have given notice to the Company describing
such sale or transfer and furnished to the Company either (i) an
opinion, reasonably satisfactory to counsel for the Company, of
counsel (skilled in securities matters, selected by the Holder
and reasonably satisfactory to the Company) to the effect that
the proposed sale or transfer may be made without registration
under the Act and without registration or qualification under
any state law, or (ii) an interpretative letter from the
Securities and Exchange Commission to the effect that no
enforcement action will be recommended if the proposed sale or
transfer is made without registration under the Act.
(b) If, at the time of issuance of the shares issuable upon exercise
of this Warrant, no registration statement is in effect with
respect to such shares under applicable provisions of the Act,
the Company may at its election require that the Holder provide
the Company with written reconfirmation of the Holder's
investment intent and that any stock certificate delivered to
the Holder of a surrendered Warrant shall bear legends reading
substantially as follows:
"TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
SUBJECT TO CERTAIN RESTRICTIONS SET FORTH IN THE WARRANT
PURSUANT TO WHICH THESE SHARES WERE PURCHASED FROM THE COMPANY.
COPIES OF THOSE RESTRICTIONS ARE ON FILE AT THE PRINCIPAL
OFFICES OF THE COMPANY, AND NO TRANSFER OF SUCH SHARES OR OF
THIS CERTIFICATE, OR OF ANY SHARES OR OTHER SECURITIES (OR
CERTIFICATES THEREFOR) ISSUED IN EXCHANGE FOR OR IN RESPECT OF
SUCH SHARES, SHALL BE EFFECTIVE UNLESS AND UNTIL THE TERMS AND
CONDITIONS THEREIN SET FORTH SHALL HAVE BEEN COMPLIED WITH."
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AND MAY NOT BE
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO
THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT."
In addition, so long as the foregoing legend may remain on any stock
certificate delivered to the Holder, the Company may maintain
appropriate "stop transfer" orders with respect to such certificates and
the shares represented thereby on its books and records and with those
to whom it may delegate registrar and transfer functions.
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3. RESERVATION OF SHARES. The Company hereby agrees that at all times there
shall be reserved for issuance upon the exercise of this Warrant such
number of shares of its Common Stock as shall be required for issuance
upon exercise of this Warrant. The Company further agrees that all
shares which may be issued upon the exercise of the rights represented
by this Warrant will be duly authorized and will, upon issuance and
against payment of the exercise price, be validly issued, fully paid and
non-assessable, free from all taxes, liens, charges and preemptive
rights with respect to the issuance thereof, other than taxes, if any,
in respect of any transfer occurring contemporaneously with such
issuance and other than transfer restrictions imposed by federal and
state securities laws.
4. EXCHANGE, TRANSFER OR ASSIGNMENT OF WARRANT. This Warrant is
exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its
stock transfer agent, if any, for other Warrants of different
denominations, entitling the Holder or Holders thereof to purchase in
the aggregate the same number of shares of Common Stock purchasable
hereunder. Upon surrender of this Warrant to the Company or at the
office of its stock transfer agent, if any, with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any transfer
tax, the Company shall, without charge, execute and deliver a new
Warrant in the name of the assignee named in such instrument of
assignment and this Warrant shall promptly be canceled. This Warrant may
be divided or combined with other Warrants that carry the same rights
upon presentation hereof at the office of the Company or at the office
of its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be
issued and signed by the Holder hereof.
5. CAPITAL ADJUSTMENTS. This Warrant is subject to the following further
provisions:
(a) RECAPITALIZATION, RECLASSIFICATION AND SUCCESSION. If any
recapitalization of the Company or reclassification of its
Common Stock or any merger or consolidation of the Company into
or with a corporation or other business entity, or the sale or
transfer of all or substantially all of the Company's assets or
of any successor corporation's assets to any other corporation
or business entity (any such corporation or other business
entity being included within the meaning of the term "successor
corporation") shall be effected, at any time while this Warrant
remains outstanding and unexpired, then, as a condition of such
recapitalization, reclassification, merger, consolidation, sale
or transfer, lawful and adequate provision shall be made whereby
the Holder of this Warrant thereafter shall have the right to
receive upon the exercise hereof as provided in Section 1 and in
lieu of the shares of Common Stock immediately theretofore
issuable upon the exercise of this Warrant, such shares of
capital stock, securities or other property as may be issued or
payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares
of Common Stock immediately theretofore issuable upon the
exercise of this Warrant had such recapitalization,
reclassification, merger, consolidation, sale or transfer not
taken place, and in each such case, the terms of this Warrant
shall be applicable to the
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shares of stock or other securities or property receivable upon
the exercise of this Warrant after such consummation.
(b) SUBDIVISION OR COMBINATION OF SHARES. If the Company at any time
while this Warrant remains outstanding and unexpired shall
subdivide or combine its Common Stock, the number of shares of
Warrant Stock purchasable upon exercise of this Warrant and the
Warrant Price shall be proportionately adjusted.
(c) STOCK DIVIDENDS AND DISTRIBUTIONS. If the Company at any time
while this Warrant is outstanding and unexpired shall issue or
pay the holders of its Common Stock, or take a record of the
holders of its Common Stock for the purpose of entitling them to
receive, a dividend payable in, or other distribution of, Common
Stock, then the number of shares of Warrant Stock purchasable
upon exercise of this Warrant shall be adjusted to the number of
shares of Common Stock that Holder would have owned immediately
following such action had this Warrant been exercised
immediately prior thereto.
(d) ADJUSTMENT UPON ISSUANCE OF SHARES OF COMMON STOCK. If and
whenever on or after the date of the issuance of this Warrant
the Company issues or sells, or in accordance with this Section
5 is deemed to have issued or sold, any shares of Common Stock
(excluding any issuance otherwise covered by Section 5(a), 5(b)
or 5(c) above or any issuance or deemed issuance described in
Section 5(d)(v) below) for a consideration per share (the "New
Securities Issuance Price") less than a price (the "Applicable
Price") equal to the Warrant Price in effect immediately prior
to such issue or sale or deemed issuance or sale (the foregoing
a "Dilutive Issuance"), then immediately after such Dilutive
Issuance, the Warrant Price then in effect shall be reduced to
an amount equal to the New Securities Issuance Price. For
purposes of determining the adjusted Warrant Price under this
Section 5(d), the following shall be applicable:
(i) ISSUANCE OF OPTIONS. If the Company in any manner grants
any rights, warrants or options (collectively,
"Options") to subscribe for or purchase (A) any shares
of Common Stock, or (B) or any securities convertible
into or exchangeable for shares of Common Stock
("Convertible Securities") and the lowest price per
share for which one share of Common Stock is issuable
upon the exercise of any such Option or upon conversion
or exchange of any Convertible Securities issuable upon
exercise of any such Option is less than the Applicable
Price, then such share of Common Stock shall be deemed
to be outstanding and to have been issued and sold by
the Company at the time of the granting of such Option
for such price per share. For purposes of this Section
5(d)(i), the "lowest price per share for which one share
of Common Stock is issuable upon exercise of any such
Option or upon conversion or exchange of any
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such Convertible Securities" shall be equal to the sum
of the lowest amounts of consideration (if any) received
or receivable by the Company with respect to any one
share of Common Stock upon the granting of the Option,
upon exercise of the Option and upon conversion or
exchange of any Convertible Security issuable upon
exercise of such Option. No further adjustment of the
Warrant Price shall be made upon the actual issuance of
such shares of Common Stock upon exercises of such
Options upon conversion or exchange of such Convertible
Securities.
(ii) ISSUANCE OF CONVERTIBLE SECURITIES. If the Company in
any manner issues or sells any Convertible Securities
and the lowest price per share for which one share of
Common Stock is issuable upon the conversion or exchange
thereof is less than the Applicable Price, then such
shares of Common Stock shall be deemed to be outstanding
and to have been issued and sold by the Company at the
time of the issuance or sale of such Convertible
Securities for such price per share. For the purposes of
this Section 5(d)(ii), the "lowest price per share for
which one share of Common Stock is issuable upon the
conversion or exchange" shall be equal to the sum of the
lowest amounts of consideration (if any) received or
receivable by the Company with respect to any one share
of Common Stock upon the issuance or sale of the
Convertible Security and upon conversion or exchange of
such Convertible Security. No further adjustment of the
Warrant Price shall be made upon the actual issuance of
such shares of Common Stock upon conversion or exchange
of such Convertible Securities, and if any such issue or
sale of such Convertible Securities is made upon
exercise of any Options for which adjustment of this
Warrant has been or is to be made pursuant to other
provisions of this Section 5(d), no further adjustment
of the Warrant Price shall be made by reason of such
issue or sale.
(iii) CHANGE IN OPTION PRICE OR RATE OF CONVERSION;
EXPIRATION. If the purchase price provided for in any
Options, the additional consideration, if any, payable
upon the issue, conversion or exchange of any
Convertible Securities, or the rate at which any
Convertible Securities are convertible into or
exchangeable for shares of Common Stock increases or
decreases at any time, the Warrant Price in effect at
the time of such increase or decrease shall be adjusted
to the Warrant Price which would have been in effect at
such time had such Options or Convertible Securities
provided for such increased or decreased purchase price,
additional consideration or increased or decreased
conversion rate, as the case may be, at the time
initially granted, issued or sold. For purposes of this
Section 5(d)(iii), if the terms of any Option or
Convertible Security that was outstanding as of the date
of issuance of this Warrant are increased or decreased
in the manner described in the immediate preceding
sentence, then such Option or Convertible Security and
the shares of Common Stock deemed issuable upon
exercise, conversion or exchange thereof shall be deemed
to have been issued as of the date of such increase or
decrease. Upon the expiration of any Option or the right
to convert or exchange any Convertible Security, the
issuance of which resulted in an adjustment of the
Warrant Price under this Section 5(d), or if any such
Option or Convertible Security ceases to be outstanding,
and such Option shall not
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have been exercised or such Convertible Security shall
not have been converted into or exchanged for Common
Stock, the Warrant Price shall be recomputed to the
price which it would have been (but reflecting any other
adjustments made pursuant to this Section 5(d) upon the
issuance of Common Stock, Options or Convertible
Securities) had the adjustment made by reason of the
issuance of such Option or Convertible Security not been
made.
(iv) CALCULATION OF CONSIDERATION RECEIVED. In case any
Option is issued in connection with the issue or sale of
other securities of the Company, together comprising one
integrated transaction in which no specific
consideration is allocated to such Options by the
parties thereto, the Options will be deemed to have been
issued for a consideration of $0.01. If any shares of
Common Stock, Options or Convertible Securities are
issued or sold or deemed to have been issued or sold for
cash, the consideration received therefore will be
deemed to be the gross amount received by the Company
therefore. If any shares of Common Stock, Options or
Convertible Securities are issued or sold for a
consideration other than cash, the amount of such
consideration received by the Company will be the fair
value of such consideration, except where such
consideration consists of securities, in which case the
amount of consideration received by the Company will be
the Market Price (as defined below) of such security on
the date of receipt. The fair value of any consideration
other than cash or securities will be determined in good
faith by the Company's Board of Directors. The term
"Market Price" shall mean the average of the closing
prices of such security's sales on the principal
securities exchanges on which such security may at the
time be listed, or, if there has been no sales on any
such exchange on any day, the average of the highest bid
and lowest asked prices on all such exchanges at the end
of such day, or, if on any day such security is not so
listed, the average of the representative bid and asked
prices quoted on the Nasdaq Stock Market as of 4:00
P.M., New York time, or, if on any day such security is
not quoted on the Nasdaq Stock Market, the average of
the highest bid and lowest asked prices on such day in
the domestic over-the-counter market as reported by the
National Quotation Bureau, Incorporated, or any similar
successor organization, in each such case averaged over
a period of five days consisting of the day prior to the
day as of which Market Price is being determined and the
four consecutive business days prior to such day. If at
any time such security is not listed on any securities
exchange or quoted on the Nasdaq Stock Market or the
over-the-counter market, the Market Price shall be the
fair value thereof determined in good faith by the
Corporation's Board of Directors.
(v) NO ADJUSTMENT FOR CERTAIN ISSUANCES. No adjustments
shall be made under this Section 5(d) as a result of (a)
issuances of Common Stock upon the exercise of any
Options outstanding as of the date of the final closing
of the Offering (including Options issued by Visual
Management
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Systems Holdings, Inc. which become exercisable for
shares of Common Stock) or the Placement Agent Warrants
(as defined in the Memorandum) or upon the conversion of
any Convertible Securities (including Convertible
Securities issued by Visual Management Systems,
Holdings, Inc. which become convertible into shares of
Common Stock) outstanding as of the date of the final
closing of the Offering or (b) as a result of issuances
of Common Stock, Options or Convertible Securities in
acquisitions, mergers or strategic alliances, or upon
the exercise of any such Options or conversion or
exchange of any such Convertible Securities.
(e) WARRANT PRICE ADJUSTMENT. Whenever the number of shares of
Warrant Stock purchasable upon exercise of this Warrant is
adjusted, as herein provided, the Warrant Price payable upon the
exercise of this Warrant shall be adjusted to that price
determined by multiplying the Warrant Price immediately prior to
such adjustment by a fraction (i) the numerator of which shall
be the number of shares of Warrant Stock purchasable upon
exercise of this Warrant immediately prior to such adjustment,
and (ii) the denominator of which shall be the number of shares
of Warrant Stock purchasable upon exercise of this Warrant
immediately thereafter.
(f) CERTAIN SHARES EXCLUDED. The number of shares of Common Stock
outstanding at any given time for purposes of the adjustments
set forth in this Section 5 shall exclude any shares then
directly or indirectly held in the treasury of the Company.
(g) DEFERRAL AND CUMULATION OF DE MINIMIS ADJUSTMENTS. The Company
shall not be required to make any adjustment pursuant to this
Section 5 if the amount of such adjustment would be less than
one percent (1%) of the Warrant Price in effect immediately
before the event that would otherwise have given rise to such
adjustment. In such case, however, any adjustment that would
otherwise have been required to be made shall be made at the
time of and together with the next subsequent adjustment which,
together with any adjustment or adjustments so carried forward,
shall amount to not less than one percent (1%) of the Warrant
Price in effect immediately before the event giving rise to such
next subsequent adjustment. All calculations under this Section
5 shall be made to the nearest cent or to the nearest
one-hundredth of a share, as the case may be, but in no event
shall the Company be obligated to issue fractional shares of
Common Stock or fractional portions of any securities upon the
exercise of the Warrants.
(h) DURATION OF ADJUSTMENT. Following each computation or
readjustment as provided in this Section 5, the new adjusted
Warrant Price and number of shares of Warrant Stock purchasable
upon exercise of this Warrant shall remain in effect until a
further computation or readjustment thereof is required.
6. NOTICE TO HOLDERS.
(a) NOTICE OF RECORD DATE. In case:
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(i) the Company shall take a record of the holders of its
Common Stock (or other stock or securities at the time
receivable upon the exercise of this Warrant) for the
purpose of entitling them to receive any dividend (other
than a cash dividend payable out of earned surplus of
the Company) or other distribution, or any right to
subscribe for or purchase any shares of stock of any
class or any other securities, or to receive any other
right;
(ii) of any capital reorganization of the Company, any
reclassification of the capital stock of the Company,
any consolidation with or merger of the Company into
another corporation, or any conveyance of all or
substantially all of the assets of the Company to
another corporation; or
(iii) of any voluntary dissolution, liquidation or winding-up
of the Company;
then, and in each such case, the Company will mail or cause to be mailed
to the Holder hereof at the time outstanding a notice specifying, as the
case may be, (i) the date on which a 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, or (ii) the date
on which such reorganization, reclassification, consolidation, merger,
conveyance, dissolution, liquidation or winding-up is to take place, and
the time, if any, is to be fixed, as of which the holders of record of
Common Stock (or such stock or securities at the time receivable upon
the exercise of this Warrant) shall be entitled to exchange their shares
of Common Stock (or such other stock or securities) for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution or winding-up. Such
notice shall be mailed at least twenty (20) calendar days prior to the
record date therein specified, or if no record date shall have been
specified therein, at least twenty (20) days prior to such specified
date.
(b) CERTIFICATE OF ADJUSTMENT. Whenever any adjustment shall be made
pursuant to Section 5 hereof, the Company shall promptly make
available and have on file for inspection a certificate signed
by its Chairman, Chief Executive Officer, President or Vice
President, setting forth in reasonable detail the event
requiring the adjustment, the amount of the adjustment, the
method by which such adjustment was calculated and the Warrant
Price and number of shares of Warrant Stock purchasable upon
exercise of this Warrant after giving effect to such adjustment.
7. LOSS, THEFT, DESTRUCTION OR MUTILATION. Upon receipt by the Company of
evidence satisfactory to it, in the exercise of its reasonable
discretion, of the ownership and the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or
destruction, of indemnity reasonably satisfactory to the Company and, in
the case of mutilation, upon surrender and cancellation thereof, the
Company will execute and deliver in lieu thereof, without expense to the
Holder, a new Warrant of like tenor dated the date hereof.
8. WARRANT HOLDER NOT A STOCKHOLDER. The Holder of this Warrant, as such,
shall not be entitled by reason of this Warrant to any rights whatsoever
as a stockholder of the Company, including but not limited to voting
rights.
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9. REGISTRATION RIGHTS. The Warrant Stock will be accorded the registration
rights under the Act set forth in that certain Subscription Agreement
between the Company and the Holders, a form of which agreement is being
furnished concurrently herewith.
10. NOTICES. Any notice required or contemplated by this Warrant shall be in
writing and shall be deemed to have been duly given if delivered to the
addressee in person, deposited with a reputable overnight courier or
transmitted by registered or certified mail, return receipt requested,
to the Company at 1000 Industrial Way North, Suite C, Toms River, New
Jersey 08755, Attention: Chief Financial Officer, or to the Holder at
the name and address set forth in the Warrant Register maintained by the
Company, or to such other addresses as any of them, by notice to the
others, may designate from time to time.
11. CHOICE OF 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
NEVADA, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW RULES.
IN WITNESS WHEREOF, the Company has duly caused this Warrant to be
signed on its behalf, in its corporate name and by a duly authorized officer, as
of this 17th day of July 2006.
VISUAL MANAGEMENT SYSTEMS, INC.
By:____________________________________________
Name: Jason Gonzalez
Title: President
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ELECTION TO PURCHASE
(To be executed by the registered holder if such holder desires to exercise the
within Warrants)
Visual Management Systems, Inc.
1000 Industrial Way North, Suite C
Toms River, New Jersey 08755
Attention: Chief Financial Officer
The undersigned hereby (1) irrevocably elects to exercise his or its
rights to purchase ____________ shares of Common Stock covered by the within
Warrants, (2) makes payment in full of the Purchase Price by enclosure of cash,
a certified check or bank draft, (3) requests that certificates for such shares
of Common Stock be issued in the name of:
Please print name, address and Social Security or Tax Identification Number:
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and (4) if said number of shares of Common Stock shall not be all the shares
evidenced by the within Warrants, requests that a new warrant certificate for
the balance of the shares covered by the within Warrants be registered in the
name of, and delivered to:
Please print name and address:
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In lieu of receipt of a fractional share of Common Stock, the
undersigned will receive a check representing payment therefor.
Dated: ____________________________ _________________________________
WARRANT HOLDER
By: _____________________________
Name:
Title:
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ASSIGNMENT FORM
FOR VALUE RECEIVED,
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hereby sells, assigns and transfers unto
Name:
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(Please typewrite or print in block letters)
Social Security or Taxpayer Identification Number :
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the right to purchase Common Stock of Visual Management Systems Inc., a Nevada
corporation, represented by this Warrant to the extent of shares as to which
such right is exercisable and does hereby irrevocably constitute and appoint
____________________________, Attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.
DATED:
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Signature
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Signature, if jointly held
Witness:
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