Coplex Warrant Vesting

Date Modified: 12/18/18

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES AND ANY SECURITIES ISSUED HEREUNDER OR THEREUNDER MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND APPLICABLE LAWS.

[COMPANY NAME]

Stock Warrant - [NUMBER]

Date of Issuance: [_________, 20__]

FOR VALUE RECEIVED, [Company Name], a [State] corporation (the “Company”), hereby certifies that Coplex Enterprises, Inc., or its registered assigns (the “Holder”), is entitled, subject to the terms set forth herein, to purchase from the Company, at any time on and after the Date of Issuance and on or before the Expiration Date (as defined in Section 6) up to, but not in excess of, the Vested Number of fully paid and non-assessable shares of Warrant Stock at a price per share equal to the Purchase Price (subject to adjustment as provided herein).

For purposes of this Stock Warrant (the “Warrant’):

“Accredited Investor” shall have the meaning given to such term in Rule 501 of Regulation D under the Act.

“Act” means the Securities Act of 1933, as amended (the “Act”).

“Acquisition” means any bona fide transaction or series of related bona fide transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization; or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

“Charter” means the Company’s certificate of incorporation, as in effect during the term hereof.

“Common Stock” means the Common Stock, as defined in the Charter.

“Convertible Securities” means evidence of indebtedness, shares of stock or other securities which are convertible into or exchangeable for, with or without payment of additional consideration, shares of Common Stock, either immediately or upon the arrival of a specified date or the happening of a specified event or both.

“Coplex Affiliate” means (i) any entity that is, directly or indirectly, controlled by, under common control with or in control of Holder, (ii) any officer, director or stockholder of Holder, or any affiliate thereof, provided any such person or entity is an Accredited Investor, or (iii) any venture fund or similar vehicle managed by Holder or any affiliate thereof.

“Fully Diluted Capitalization” means, as of any date, without duplication: (i) all shares of Common Stock that are outstanding as of such date, plus (ii) all shares of Common Stock issuable upon conversion of Convertible Securities outstanding as of such date, whether or not convertible as of such date, plus (iii) all shares of Common Stock issuable upon exercise of Options outstanding as of such date, whether or not such Options are exercisable as of such date (assuming for this purpose that Convertible Securities acquirable upon exercise of any such Options are converted into Common Stock as of such date), plus (iv) all shares of Common Stock issuable with respect to Options reserved for issuance but not granted as of such date pursuant to the Company’s employee stock option plan(s) then in effect, plus (v) all shares of Common Stock issuable upon exercise of this Warrant as of such date.

“IPO” means a public offering of Common Stock pursuant to a registration statement filed under the Act.

“Marketable Securities” means securities meeting all of the following requirements: (i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing thereof is then traded on a nationally recognized securities exchange, inter-dealer quotation system or over-the-counter market, and (iii) following the closing of such Acquisition, Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition were Holder to exercise or convert this Warrant in full on or prior to the closing of such Acquisition, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, and (y) does not extend beyond six (6) months from the closing of such Acquisition.

“Maximum Number” means [_______________] shares of Warrant Stock, which shall be calculated by multiplying the Fully Diluted Capitalization of the Company as of the Date of Issuance by five percent (5%).

“Next Financing” means each equity financing of the Company (in which the Company issues Next Financing Stock) consummated from and after the Date of Issuance through the Holder’s delivery of a Next Financing Election, if any.

“Next Financing Documents” means the stockholder agreements (other than the purchase agreement) to be entered into by the participants in the Next Financing generally, provided, however, that in the event of any conflict between the terms of such Next Financing Documents and the terms of this Warrant, the terms of this Warrant shall control.

“Next Financing Election” means a written notice from Holder to Company electing the to make this Warrant exercisable for Next Financing Stock, the effectiveness of which shall be conditioned on the consummation of the Next Financing.

“Next Financing Notice” means a written notice from Company to Holder provided not less than ten (10) days prior the consummation of the Next Financing, setting forth the final terms of such financing and including copies of the Next Financing Documents to be executed in connection therewith.

“Next Financing Stock” means shares of preferred stock, or other securities convertible into or exchangeable for preferred stock, of the Company.

“Option” means any right, warrant or option to subscribe or purchase shares of Common Stock or Convertible Securities.

“Purchase Price” means $[_____] per share of Warrant Stock, which shall be calculated by dividing fifty thousand dollars ($50,000) by the Maximum Number (such that 5% of the Fully Diluted Capitalization of the Company is valued at $50,000).

“Statement of Work” means that certain Statement of Work dated as of [_________________], by and between Company and Holder, as in effect on the date hereof and as amended from time to time hereafter.

“Vested Number means a number of shares of Warrant Stock equal to (i) 20% of the Maximum Number, provided the Company has begun the MVP Module, (ii) 60% of the Maximum Number, provided the Company has begun the Revenue Module, and (iii) 100% of the Maximum Number, provided the Company has begun the Fundraise Module. The terms “MVP Module,” “Revenue Module,” and “Fundraise Module” shall have the meanings given to them in the Statement of Work

“Warrant Stock” means the full-voting Common Stock of the Company or, at all times as of and following the effectiveness of a Next Financing Election, the Next Financing Stock.

1. Exercise.

(a) Manner of Exercise. The Holder may exercise this Warrant, in whole or in part, by surrender of this Warrant to the Company at its then principal office and delivery of the purchase/exercise form substantially in the form appended hereto as Exhibit A (the “Purchase/Exercise Form”), duly executed by the Holder or by the Holder’s duly authorized attorney, accompanied by payment in full of the Purchase Price payable in respect of the number of shares of Warrant Stock purchased upon such exercise. The Purchase Price may be paid by cash, check, wire transfer, or by the cancellation or surrender of promissory notes or other instruments representing indebtedness of the Company to the Holder.

(b) Effective Time of Exercise. Exercise of this Warrant shall be deemed to have been affected immediately prior to the close of business on the day on which this Warrant shall have been surrendered together with the executed purchase/exercise form and the Purchase Price as provided in Section 1(a). At such time, the person or persons in whose name or names any stock certificates for the Warrant Stock shall be issuable upon such exercise as provided in Section 1(d) shall be deemed to have become the holder or holders of record of the Warrant Stock referenced in such stock certificates or notices of issuance.

(c) Net Issue Exercise.

(i) In lieu of exercising this Warrant in the manner provided in Section 1(a), if the fair market value of one share of Warrant Stock is greater than the Purchase Price (at the date of calculation as set forth below), the Holder may elect to receive shares equal to the value of this Warrant (or the portion thereof being canceled) by surrender of this Warrant to the Company at its then principal office together with notice of such election on the Purchase/Exercise Form, duly executed by the Holder or the Holder’s duly authorized attorney, in which event the Company shall issue to the Holder the number of shares of Warrant Stock computed using the following formula:

X = ( Y ( A - B ) ) / A

Where
X = The number of shares of Warrant Stock to be issued to the Holder.
Y = The number of shares of Warrant Stock purchasable under this Warrant, or, if only a portion of the Warrant is being exercised, the portion of the Warrant being cancelled (at the date of such calculation).
A = The fair market value of one share of Warrant Stock (at the date of such calculation).
B = The Purchase Price (as adjusted to the date of such calculation).

(ii) For purposes of the calculation in Section 1(c)(i), the fair market value of one share of Warrant Stock on the date of calculation shall be determined by the Company’s Board of Directors (the “Board”) in good faith; provided, however, that:

(A) if the exercise is in connection with an initial public offering of the Common Stock, and if the Company’s registration statement relating to such public offering has been declared effective by the Securities and Exchange Commission, then the fair market value shall be (i) the product of (x) the initial “Price to Public” per share specified in the final prospectus with respect to the offering and (y) the number of shares of Common Stock into which a share of Warrant Stock is convertible at the time of exercise, if the Warrant Stock is a Convertible Security, or (ii) the initial “Price to Public” per share specified in the final prospectus with respect to the offering, if the Warrant Stock is Common Stock.

(d) Delivery to Holder. As soon as practicable after the exercise of this Warrant, in whole or in part, and in any event within ten (10) days thereafter, the Company, at its expense, will cause to be issued in the name of, and delivered to, the Holder or such party as the Holder may direct (upon the Holder’s payment of any applicable transfer taxes):

(i) a certificate or certificates for the number of shares of Warrant Stock to which the Holder or such party shall be entitled; and in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate on the face or faces thereof for the number of shares of Warrant Stock equal (without giving effect to any adjustment therein) to the number of such shares called for on the face of this Warrant minus the number of such shares purchased by the Holder upon such exercise as provided in Sections 1(a) or 1(c).

2. Adjustments.

(a) Subdivisions and Combinations. If the Company’s outstanding shares of Warrant Stock shall be subdivided (by stock split, by payment of a stock dividend or otherwise) into a greater number of shares, the Purchase Price in effect immediately prior to such subdivision shall simultaneously with the effectiveness of such subdivision be proportionately reduced. If the Company’s outstanding shares of Warrant Stock shall be combined (by reclassification or otherwise) into a smaller number of shares, the Purchase Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased. When any adjustment is required to be made in the Purchase Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Purchase Price in effect immediately prior to such adjustment, by (ii) the Purchase Price in effect immediately after such adjustment.

(b) Adjustments for Dividends in Securities or Property. If the holders of the outstanding shares of Warrant Stock shall receive or, on or after the record date fixed for the determination of eligible stockholders, shall have become entitled to receive, without payment therefor, other or additional stock or other securities or property of the Company by way of dividend, then, and in each case, this Warrant shall represent the right to acquire, in addition to the number of shares of Warrant Stock receivable upon exercise of this Warrant, and without payment of any additional consideration therefor, the amount of such other or additional stock or other securities or property of the Company that the Holder would hold on the date of such exercise had it been the holder of record of the shares of Warrant Stock receivable upon exercise of this Warrant on the date hereof and had thereafter, during the period from the date hereof to and including the date of such exercise, retained such shares and/or all other additional stock available by it as aforesaid during such period, giving effect to all adjustments called for during such period by the provisions of this Section.

(c) Reclassification, Etc. In case of any reclassification or change of the Company’s outstanding securities or of any reorganization of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant) or any similar corporate reorganization on or after the date hereof, then, and in each such case, the Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, or reorganization shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which the Holder would have been entitled upon such consummation if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment pursuant to the provisions of this Section.

(d) Acquisition of the Company. Upon the closing of any Acquisition involving the Company (other than as otherwise provided for herein or as would cause the expiration of this Warrant under Section 6), the acquiring, surviving or successor entity shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or other property as would have been paid for the shares issuable upon exercise of the unexercised portion of this Warrant as if such shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this Warrant.

(e) Adjustment for Pay-to-Play Transaction. If the Warrant Stock is Convertible Securities and the Company’s Charter provides, or is amended to provide, for the amendment or modification of the rights, preferences or privileges of the Warrant Stock, or the reclassification, conversion or exchange of the Warrant Stock, in the event that a holder thereof fails to participate in an equity financing transaction (a “Pay-to-Play Provision”), and in the event that such Pay-to-Play Provision becomes operative, this Warrant shall automatically and without further action of the Holder become exercisable for that number and type of shares of equity securities as would have been issued or exchanged, or would have remained outstanding, in respect of the shares issuable hereunder had this Warrant been exercised in full prior to such event, and had the Holder participated in the equity financing transaction to the maximum extent permitted.

(f) Adjustment Certificate. When any adjustment is required to be made in the Warrant Stock or the Purchase Price pursuant to this Section, the Company shall promptly provide to the Holder a certificate setting forth (i) a brief statement of the facts requiring such adjustment, (ii) the Purchase Price after such adjustment and (iii) the kind and amount of stock or other securities or property into which this Warrant shall be exercisable after such adjustment.

3. Transfers, Restrictive Legends and Warrant Register.

(a) Warrant Register. The Company will maintain a register (the “Warrant Register”) containing the names and addresses of the Holder or Holders. Any Holder of this Warrant or any portion thereof may change such Holder’s address as shown on the Warrant Register by written notice to the Company requesting such change. Any notice or written communication required or permitted to be given to the Holder may be delivered or given by mail to such Holder at the address shown on the Warrant Register. Until this Warrant is transferred on the Warrant Register, the Company may treat the Holder as shown on the Warrant Register as the absolute owner of this Warrant for all purposes, notwithstanding any notice to the contrary.

(b) Warrant Agent. The Company may, by written notice to the Holder, appoint an agent for the purpose of maintaining the Warrant Register, issuing the Warrant Stock or other securities then issuable upon the exercise of this Warrant, exchanging this Warrant, replacing this Warrant, or any or all of the foregoing. Thereafter, any such registration, issuance, exchange, or replacement, as the case may be, shall be made at the office of such agent.

(c) Transferability and Non-negotiability of Warrant. This Warrant may not be transferred or assigned in whole or in part without compliance with all applicable federal and applicable state securities laws by the transferor and the transferee (including the delivery of investment representation letters reasonably satisfactory to the Company, if such are reasonably requested by the Company). Subject to the provisions of this Warrant with respect to compliance with the Act, title to this Warrant may be transferred upon: (i) the written consent of the Company; or (ii) by Holder to any Coplex Affiliate. Such transfer allowed by this Section shall be made by endorsement (by the Holder executing the Assignment Form attached as Exhibit B (the “Assignment Form”)) and delivery in the same manner as a negotiable instrument transferable by endorsement and delivery.

(d) Exchange of Warrant Upon a Transfer. On surrender of this Warrant for exchange, properly endorsed on the Assignment Form and subject to the provisions of this Warrant with respect to compliance with the Act and with the limitations on assignments and transfers contained in this Section, the Company, at its expense, shall issue to or on the order of the Holder a new warrant or warrants of like tenor, in the Holder’s name or such name as the Holder may direct (upon the Holder’s payment of any applicable transfer taxes), for the number of shares issuable upon exercise hereof.

(e) Compliance with Securities Laws.

(i) The Holder, by acceptance hereof, acknowledges that this Warrant and the Warrant Stock are being acquired solely for the Holder’s own account and not as a nominee for any other party, and for investment, and that the Holder will not offer, sell or otherwise dispose of this Warrant or any of the Warrant Stock except under circumstances that will not result in a violation of the Act or any state securities laws. Upon exercise of this Warrant, the Holder shall, if requested by the Company, confirm in writing, in a form satisfactory to the Company, that the Warrant Stock so purchased is being acquired solely for the Holder’s own account and not as a nominee for any other party, for investment; and not with a view toward distribution or resale in violation of the Act.

(ii) This Warrant and the Warrant Stock issued upon exercise hereof shall be stamped or imprinted with a legend in substantially the following form (in addition to any legend required by state securities laws):

4. Representations and Warranties of the Company. In connection with the transactions provided for herein, the Company hereby represents and warrants to the Holder that:

(a) Organization, Good Standing, and Qualification. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on its business or properties.

(b) Authorization. The Company has all necessary corporate power and authority to execute, deliver and perform its obligations under this Warrant. All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the Company’s due authorization, execution and delivery of this Warrant and the Company’s performance of its obligations hereunder. This Warrant has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights.

(c) Compliance with Other Instruments. The Company’s authorization, execution and delivery of this Warrant, the consummation of the transactions contemplated hereby and the Company’s performance of its obligations hereunder will not (i) violate any judgment, order, decree, injunction, law or regulation applicable to the Company, or (ii) violate any term or provision of the Charter or the Company’s Bylaws.

(d) Valid Issuance. The shares of Warrant Stock, when issued, sold, and delivered in accordance with the terms of this Warrant for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable and will be issued in compliance with all applicable federal and state securities laws, and none of such shares will be in violation of any preemptive rights of any party granted by the Company.

(e) Capitalization. As of the Date of Issuance, the Fully Diluted Capitalization of the Company (including the shares of Warrant Stock issuable hereunder) is as set forth on Exhibit C hereto, and the Company has sufficient authorized capital under its Charter to accommodate the issuance of all shares of capital stock contemplated therein. Other than as set forth in Exhibit C, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of its capital stock, or any securities convertible into or exchangeable for shares of its capital stock.

5. No Impairment. The Company will not, by amendment of its Charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the Holder’s rights against impairment. Notwithstanding the foregoing, and without limiting any other provision of this Warrant, the Company shall not have been deemed to have impaired Holder’s rights hereunder if it amends the Charter and/or the holders of the outstanding shares of the Warrant Stock waive rights thereunder in a manner that does not affect the shares acquirable hereunder differently from the effect that such amendment and/or waiver has on the rights, preferences, privileges or restrictions of such outstanding shares.

6. Termination. This Warrant shall terminate upon the date (the “Expiration Date”) that is the earlier of: (i) the ten (10) year anniversary of the Date of Issuance; (ii) the consummation of an Acquisition in which the consideration to be received by the Company’s stockholders consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public Acquisition”); or (iii) the consummation of an IPO.

7. Notices of Certain Transactions. In case (a) the Company shall take a record of the holders of its outstanding Warrant Stock (or other stock or securities at the time deliverable upon the exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, or to receive any right to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, to subscribe for or purchase any shares of stock of any class or any other securities, or to receive any other right, or (b) of any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation or merger of the Company, any consolidation or merger of the Company with or into another corporation (other than a consolidation or merger in which the Company is the surviving entity), or any transfer of all or substantially all of the assets of the Company, or of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company will provide the Holder with 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 effective date on which such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or conversion is to take place, and the time, if any is to be fixed, as of which the holders of record of the Company’s outstanding Warrant Stock (or such other stock or securities at the time deliverable upon such reorganization, reclassification, consolidation, merger, transfer, dissolution, liquidation, winding-up, redemption or conversion) are to be determined. Such notice shall be provided at least ten (10) days prior to the record date or effective date for the event specified in such notice.

8. Reservation of Stock. The Company will at all times reserve and keep available, solely for the issuance and delivery upon the exercise of this Warrant, such shares of Warrant Stock and other stock, securities and property, as from time to time shall be issuable upon the exercise of this Warrant.

9. Replacement of Warrants. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and (in the case of loss, theft or destruction) upon delivery of an indemnity agreement (with surety if reasonably required) in an amount reasonably satisfactory to the Company, or (in the case of mutilation) upon surrender and cancellation of this Warrant, the Company will issue, in lieu thereof, a new Warrant of like tenor.

10. Information. So long as the Holder holds this Warrant and/or any of the shares of Warrant Stock, the Company shall promptly deliver to the Holder promptly, copies of all notices or other written communications which the Company is contractually required to deliver to any of its stockholders and/or which the Holder would be entitled to receive under applicable law if it held Warrant Stock.

11. Registration Rights. If at any time during the term hereof, the Company enters into any agreement with any of its stockholders granting such stockholders registration rights with respect to the Company’s securities issued to them (a “Registration Rights Agreement”), the Holder shall be granted the same registration rights as such stockholders by being made a party to such Registration Rights Agreement. No amendments or waivers may be made to such Registration Rights Agreement which would have an adverse impact on the Holder’s registration rights thereunder in a manner different from the other holders of registration rights thereunder. Notwithstanding the foregoing, in the event of an IPO, the Company shall take all reasonable steps to ensure that, as soon as practicable thereafter and at all times thereafter, the Warrant Stock is eligible for resale pursuant to Rule 144 under the Act.

12. Right of First Refusal. The Company grants the Holder a right of first refusal to purchase its ROFR Share of the Common Stock, Options and Convertible Securities (collectively “Equity Interests”), whether now authorized or not (the “New Securities”), that the Company proposes to issue at any time during the term hereof. The New Securities shall not include: (i) Equity Interests issued pursuant to an incentive equity plan approved by the Board or any other similar Equity Interests approved by the Board, (ii) Equity Interests issued to financial institutions, equipment lessors or similar independent entities in connection with commercial credit arrangements, equipment financings or similar transactions approved by the Board, (iii) Equity Interests issued in connection with a bona fide acquisition, merger or similar transaction, the terms of which are approved by the Board, and (iv) Equity Interests issued upon conversion of Convertible Securities or upon exercise of Options. The Holder’s “ROFR Share” is defined as the greater of (a) $200,000 in New Securities, (b) five percent (5%) of the New Securities or (c) the Holder’s pro rata share of the New Securities, which, for purposes of this right of first refusal, is equal to the ratio of (x) the number of shares of the Company’s capital stock owned by the Holder immediately before the issuance of the New Securities (assuming full exercise of this Warrant for the Maximum Number) to (y) the Fully Diluted Capitalization immediately before the issuance of the New Securities. If the Company proposes to undertake an issuance of New Securities, it shall give the Holder written notice of its intention, describing the type of New Securities, and their price and the general terms upon which the Company proposes to issue them. The Holder shall have twenty (20) days after any such notice is mailed or delivered to agree to purchase the Holder’s ROFR Share of such New Securities upon the terms specified in the notice by giving written notice to the Company, and stating therein the quantity of the New Securities to be purchased. If the Holder fails to exercise fully the right of first refusal within such twenty (20) day period (the “Election Period”), the Company shall have one-hundred-twenty (120) days thereafter to issue or enter into an agreement (pursuant to which the sale of the New Securities covered thereby shall be closed, if at all, within fifteen (15) days from the date of such agreement) to issue that portion of the New Securities with respect to which the Holder’s right of first refusal option set forth in this Section was not exercised, at a price and upon terms no more favorable to the purchasers thereof than specified in the Company’s notice to the Holder delivered pursuant to this Section. If the Company has not issued within such one-hundred-twenty (120) day period following the Election Period, or such fifteen (15) day period following the date of such agreement, the Company shall not thereafter issue any New Securities without first again offering them to the Holder in the manner provided in this Section. The Right of First Refusal set forth in this Section 12 may be assigned to any third party that is an Accredited Investor.

13. Automatic Conversion upon Expiration. If on the Expiration Date or earlier termination of this Warrant, the fair market value of one share of Warrant Stock (or other security issuable upon the exercise hereof) as determined in accordance with Section 1(c) is greater than the Purchase Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1(c) as to all shares of Warrant Stock (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing such shares issued upon such conversion to the Holder.

14. Attorneys’ Fees. In the event of any dispute between the parties concerning this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

15. Enforcement. The Company stipulates that the Holder’s remedies at law in the event of any default or threatened default by the Company hereof are not and will not be adequate to the fullest extent permitted by law, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms.

16. No Rights as Stockholder. Until the exercise of this Warrant, the Holder shall not have or exercise any rights by virtue hereof as a stockholder of the Company.

17. No Fractional Shares. No fractional shares of Warrant Stock will be issued in connection with any exercise hereunder. In lieu of any fractional shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market value of one share of Warrant Stock on the date of exercise, as determined in good faith by the Board.

18. Survival of Representations. Unless otherwise set forth in this Warrant, the representations, warranties and covenants contained in or made pursuant to this Warrant shall survive the execution and delivery of this Warrant.

19. Miscellaneous.

(a) Governing Law; Venue. This Warrant shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of law. For purposes of litigating any dispute that may arise directly or indirectly from this Warrant, the parties hereby submit and consent to the exclusive jurisdiction of the State of Arizona and agree that any such litigation shall be conducted only in the courts of the State of Arizona or the federal courts of the United States located in County of Maricopa in the State of Arizona and no other courts.

(b) Entire Agreement. This Warrant sets forth the parties’ entire agreement relating to the subject matter herein and supersedes all prior or contemporaneous discussions, understandings and agreements, whether oral or written, between them relating thereto.

(c) Amendments and Waivers. No modification of or amendment to this Warrant, nor any waiver of any rights under this Warrant, shall be effective unless in writing signed by the Company and the Holder. No delay or failure to require performance of any provision of this Warrant shall constitute a waiver of that provision as to that or any other instance.

(d) Successors and Assigns. The terms and conditions of this Warrant shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.

(e) Notices. All notices and other communications hereunder shall be in writing and shall be personally delivered or sent by a recognized overnight delivery service, certified mail, postage prepaid, return receipt requested, or by telefacsimile to a party at its address on the signature page hereof. All notices shall be deemed to have been properly given (i) if served in person, upon acceptance or refusal of delivery; (ii) if mailed by certified mail, postage prepaid, on the third (3rd) day following the day such notice is deposited in any post office station or letter box; (iii) if sent by recognized overnight delivery service, on the first (1st) day following the day such notice is delivered to such carrier; or (iv) if sent by facsimile, upon receipt. A party may change its address for notices hereunder by giving the other party a notice in the foregoing manner.

(f) Severability. If any provision of this Warrant is held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. If the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Warrant, (ii) the balance of this Warrant shall be interpreted as if such provision were so excluded and (iii) the balance of this Warrant shall be enforceable in accordance with its terms.

(g) Construction. This Warrant is the result of negotiations between and has been reviewed by each of the parties hereto and their respective counsel, if any; accordingly, this Warrant shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed in favor of or against either of the parties hereto.

(h) Counterparts. This Warrant may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have executed this Stock Warrant as of the date first set forth above.

COMPANY:

[COMPANY NAME], INC.,

a [State] corporation

By:

Name: Title:

HOLDER:

COPLEX ENTERPRISES, INC.

By:

Name: Title:

EXHIBIT A

PURCHASE/EXERCISE FORM

To: [COMPANY NAME], INC.

Dated:

The undersigned, pursuant to the provisions set forth in the Stock Warrant, dated as of _______, 20__, issued by [COMPANY NAME], INC., a Delaware corporation (the “Company”), to Coplex Enterprises, Inc., irrevocably elects to (a) purchase ____________________ shares of the capital stock covered by such Warrant (the “Warrant Stock”) and herewith makes payment of ____________________, representing the full purchase price for such shares at the price per share provided for in such Warrant, or (b) exercise such Warrant for ____________________ shares purchasable under the Warrant pursuant to the Net Issue Exercise provisions of Section 1(c) of such Warrant.

(Holder)

By: __________________________________________
(Signature)

Name: ______________________________________
Title: ________________________________________
Address: ____________________________________
Email: _______________________________________

EXHIBIT B

ASSIGNMENT FORM

FOR VALUE RECEIVED, _________________________________________ hereby sells, assigns and transfers all of the rights of the undersigned under the attached Stock Warrant with respect to the number of shares of capital stock covered thereby set forth below, unto:

Name of AssigneeAddress/Facsimile NumberNo. of Shares

Acknowledged and agreed to by the Holder:

(Holder)

By: __________________________________________
(Signature)

Name: ______________________________________
Title: ________________________________________
Address: ____________________________________
Email: _______________________________________

EXHIBIT C

FULLY DILUTED CAPITALIZATION

[ATTACH TABLE]

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