THIS
WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS
WARRANT AND THE WARRANT SHARES ISSUABLE UPON EXERCISE OF THIS
WARRANT MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR PURSUANT TO AN EXEMPTION THEREFROM
UNDER THE ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL,
REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED.
THIS
WARRANT MAY NOT, IN ANY EVENT, BE TRANSFERRED TO ANY PERSON OR
ENTITY THAT IS NOT AN ACCREDITED INVESTOR WITHIN THE MEANING OF
RULE 501, PROMULGATED UNDER THE ACT.
No.
[●] [●] Warrants
Void after 5:00 p.m., New York time on [●],
20[●]
COMMON STOCK
PURCHASE WARRANT
OF
TOMI ENVIRONMENTAL SOLUTIONS, INC.
1. This warrant
certificate (“Warrant Certificate”) certifies that, for
value received, [●] (the “Warrant Holder”) is the
owner of the number of common stock purchase warrants
(“Warrants”) specified above, each of which entitles
the holder thereof to purchase, in the amounts and at such times
set forth in this Warrant Certificate, one fully paid and
non-assessable share of common stock, par value $0.01 per share
(“Common Stock”), of TOMI Environmental Solutions,
Inc., a Florida corporation (the “Company”), at a
purchase price of $[●] per share (“Exercise
Price”).
2. WARRANT; EXERCISE
PRICE.
2.1 Each
Warrant shall entitle the Warrant Holder the right to purchase one
share of Common Stock of the Company (individually, a
“Warrant Share” severally, the “Warrant
Shares”).
2.2 The Exercise Price
and number of Warrant Shares evidenced by this Warrant Certificate
are subject to adjustment as provided in Section 9.
1
3. EXERCISE OF WARRANT; EXPIRATION
DATES.
3.1
The Warrants shall
be exercisable, solely to the extent vested, prior to or in
connection with the expiration of this Warrant on the Expiration
Dates pursuant to Section 3.6. The Warrant Holder’s
right to exercise the Warrants is subject to the following vesting
provisions: (i) [●] of the Warrants shall be vested and
exercisable upon issuance of this Warrant Certificate;
(ii) [●] of the Warrants shall vest and become
exercisable on [●]; and (iii) [●] of the Warrants
shall vest and become exercisable on [●].
3.2 The
purchase rights represented by this Warrant Certificate may be
exercised at the election of the Warrant Holder, in whole or in
part, by: (i) the tender to the Company at its principal
office (or such other office or agency as the Company may
designate) of a notice of exercise in the form attached hereto as
Exhibit A (the
“Notice of Exercise”), duly completed and executed by
or on behalf of the Warrant Holder, together with the surrender of
this Warrant Certificate; and (ii) the payment to the Company
of an amount equal to the product of (x) the then applicable
Exercise Price, multiplied
by (y) the number of Warrant Shares being purchased upon
such exercise, by wire transfer of immediately available funds to
an account designated by the Company, or by delivery to the Company
of a certified or cashier’s check payable to the order of the
Company.
3.3 In
lieu of exercising the purchase rights represented by this Warrant
Certificate pursuant to Section 3.2, if the fair market value
of one Warrant Share is greater than the applicable Exercise Price
on the date of calculation as set forth below, then the Warrant
Holder may elect to receive a number of Warrant Shares equal to the
value of the Warrants being exercised by the tender to the Company
at its principal office (or such other office or agency as the
Company may designate) of a Notice of Exercise reflecting such
election, duly completed and executed by or on behalf of the
Warrant Holder, together with the surrender of this Warrant
Certificate, whereupon the Company shall issue to the Warrant
Holder that number of Warrant Shares calculated as
follows:
X
=
Y (A
– B)
A
where:
X
=
The
number of Warrant Shares to be issued to the Warrant Holder
pursuant to this Section 3.3.
Y
=
The
number of Warrant Shares that would be issuable upon the Warrants
being exercised by the Warrant Holder if such exercise were by
means of a cash exercise pursuant to Section 3.2 instead of a net
issue exercise pursuant to this Section 3.3.
A
=
The
fair market value of one Warrant Share as of the date of such
calculation, determined in accordance with the provisions of this
Section 3.3.
B
=
The
applicable Exercise Price on the date of such
calculation.
2
For
purposes of the calculations contemplated by this Section 3.3, the
fair market value of one Warrant Share shall be determined by the
Board of Directors of the Company (the “Board of
Directors”), acting in good faith; provided, however, that:
(i) if the Common Stock
is listed on a national securities exchange at the time of such
exercise, the fair market value per Warrant Share shall be deemed
to be equal to the arithmetic average of the closing prices of the
Common Stock on such national securities exchange for the five (5)
consecutive trading days ending on the date immediately preceding
the date on which the Notice of Exercise and this Warrant
Certificate are delivered to the Company in connection with the
exercise of the purchase rights represented by this Warrant
Certificate pursuant to this Section 3.3; and
(ii) if
the Common Stock is actively traded on an over-the-counter market
at the time of such exercise, the fair market value per Warrant
Share shall be deemed to be equal to the arithmetic average of the
closing bid prices of the Common Stock quoted on such
over-the-counter market for the five (5) consecutive trading days
ending on the date immediately preceding the date on which the
Notice of Exercise and this Warrant Certificate are delivered to
the Company in connection with the exercise of the purchase rights
represented by this Warrant Certificate pursuant to this
Section 3.3.
3.4 Any
exercise of this Warrant Certificate shall be deemed to have been
effected immediately prior to the close of business on the date on
which the Notice of Exercise and this Warrant Certificate are
delivered to the Company in connection with the exercise hereof
pursuant to Section 3.2 or Section 3.3, and the person
entitled to receive the Warrant Shares issuable upon such exercise
shall be treated for all purposes as the holder of record of such
Warrant Shares as of the close of business on such
date.
3.5 Within
three (3) business days after the exercise of the purchase right
represented by this Warrant Certificate, the Company at its expense
will use its best efforts to cause to be issued in the name of, and
delivered to, the Warrant Holder, or, subject to the terms and
conditions hereof, to such other individual or entity as the
Warrant Holder (upon payment by such Warrant Holder of any
applicable transfer taxes) may direct:
(i) a certificate or
certificates for the number of full Warrant Shares to which such
Warrant Holder shall be entitled upon such exercise plus, in lieu
of any fractional share to which such Warrant Holder would
otherwise be entitled, cash in an amount determined pursuant to
Section 10 hereof; and
(ii) in
case such exercise is in part only, a new Warrant Certificate
(dated the date hereof) of like tenor, reflecting the number of
Warrants stated on the face of this Warrant Certificate, minus the
sum of (x) number of Warrants exercised by the Warrant Holder
pursuant to Section 3.2 or Section 3.3, as applicable, plus
(y) the number of Warrants cancelled in consideration of the
exercise of such Warrants, if such exercise was effected pursuant
to Section 3.3.
3
3.6 The
term “Expiration Dates” shall mean the earlier of:
(i) 5:00 p.m., New York time on [●], or if such dates
shall in the State of New York be a holiday or a day on which banks
are authorized to close, then 5:00 p.m., New York time the next day
which in the State of New York is not a holiday or a day on which
banks are authorized to close; or (ii) immediately prior to
the effectiveness of any merger, consolidation, or sale of
substantially all the assets of the Company deemed to be a
liquidation, dissolution or winding up of the Company pursuant to
the Company’s articles of incorporation, as in effect from
time to time. The Warrant Holder shall have the right to exercise
the purchase rights represented by this Warrant Certificate
commencing at such time through the Expiration Dates into the kind
and amount of shares of stock and other securities and property
(including cash) receivable by a holder of the number of shares of
Common Stock into which this Warrant might have been exercisable
immediately prior thereto.
4. REGISTRATION AND TRANSFER ON COMPANY
BOOKS.
4.1The Company shall
maintain books for the registration and transfer of Warrant
Certificates.
4.2 Prior
to due presentment for registration of transfer of this Warrant
Certificate, the Company may deem and treat the registered holder
as the absolute owner thereof.
4.3 The
Company shall register upon its books any transfer of a Warrant
Certificate upon surrender of same to the Company accompanied (if
so required by the Company) by a written instrument of transfer
duly executed by the registered holder or by a duly authorized
attorney. Upon any such registration of transfer, new Warrant
Certificate(s) shall be issued to the transferees and the
surrendered Warrant Certificate shall be canceled by the Company. A
Warrant Certificate may also be exchanged, at the option of the
holder, for new Warrant Certificates representing in the aggregate
the number of Warrants evidenced by the Warrant Certificate
surrendered.
5. RESERVATION
OF SHARES. The Company covenants that it will at all times
reserve and keep available out of its authorized Common Stock,
solely for the purpose of issue upon exercise of the Warrants, such
number of Warrant Shares as shall be issuable upon the exercise of
all outstanding Warrants. The Company covenants that all Warrant
Shares issuable upon exercise of the Warrants shall be duly and
validly issued and fully paid and non-assessable and free from all
taxes, liens and charges with respect to the issue thereof, and
that upon issuance such shares shall be listed on each national
securities exchange, if any, on which the other shares of
outstanding Common Stock of the Company are then
listed.
4
6. EXCHANGE,
TRANSFER, ASSIGNMENT OR LOSS OR MUTILATION OF WARRANT
CERTIFICATE. This Warrant
Certificate is exchangeable, without expense, at the option of the
Warrant 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
thereof to purchase in the aggregate the same number of shares of
Common Stock purchasable hereunder. Subject to the terms of this
Section 6, upon surrender of this Warrant Certificate to the
Company at its principal office or at the office of its 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
Certificate in the name of the assignee named in such instrument of
assignment and this Warrant Certificate shall be promptly canceled.
This Warrant may be divided or combined with other warrants which
carry the same rights upon presentation hereof at the principal
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 Warrant Holder hereof. The term “Warrant
Certificate” as used herein includes any Warrant Certificates
into which this Warrant Certificate may be divided or exchanged.
Upon receipt by the Company of reasonable evidence of the ownership
of and the loss, theft, destruction or mutilation of this Warrant
Certificate and, in the case of loss, theft or destruction, of
indemnity reasonably satisfactory to the Company, or, in the case
of mutilation, upon surrender and cancellation of the mutilated
Warrant Certificate, the Company shall execute and deliver in lieu
thereof a new Warrant Certificate of like tenor and date
representing an equal number of Warrants.
7. TERMINATION
OF EMPLOYMENT. If employment is terminated, the terms of any
then outstanding warrant held by the holder shall extend for a
period ending on the earlier of the date on which such warrant
would otherwise expire or three months after such termination of
employment and the warrant shall be exercisable to the extent it
was exercisable as of the date of termination of
employment.
8. LIMITATION
ON SALES. Each holder of this
Warrant acknowledges that this Warrant and the Warrant Shares have
not been registered under the Securities Act, as of the date of
issuance hereof and agrees not to sell, pledge, distribute, offer
for sale, transfer or otherwise dispose of this Warrant, or any
Warrant Shares issued upon its exercise, in the absence of (i) an
effective registration statement under the Securities Act as to
this Warrant or such Warrant Shares, as the case may be, under any
applicable Blue Sky or state securities law then in effect or (ii)
an opinion of counsel, satisfactory to the Company, that such
registration and qualification are not required. In addition, this
Warrant only may be transferred to a transferee who certifies in
writing to the Warrant Holder and to the Company that such
transferee is an “accredited investor” within the
meaning of Rule 501(a) promulgated by the Securities and Exchange
Commission (“Commission”) under the Securities
Act.
5
The
Company shall be under no obligation to issue the shares covered by
such exercise unless and until the Warrant Holder shall have
executed an investment letter in form and substance satisfactory to
the Company, including a warranty at the time of such exercise that
it is then an “accredited investor” within the meaning
of Rule 501(c) promulgated by the Commission under the Securities
Act, is acquiring such shares for its own account, and will not
transfer the Warrant Shares unless pursuant to an effective and
current registration statement under the Securities Act or an
exemption from the registration requirements of the Securities Act
and any other applicable restrictions, in which event the Warrant
Holder shall be bound by the provisions of a legend or legends to
such effect that shall be endorsed upon the certificate(s)
representing the Warrant Shares issued pursuant to such exercise.
In such event, the Warrant Shares issued upon exercise hereof shall
be imprinted with a legend in substantially the following
form:
“This
security has been acquired for investment and has not been
registered under the Securities Act of 1933, as amended, or
applicable state securities laws. This security may not be sold,
pledged or otherwise transferred in the absence of such
registration or pursuant to an exemption therefrom under said Act
and such laws, supported by an opinion of counsel, reasonably
satisfactory to the Company and its counsel, that such registration
is not required.”
9. ADJUSTMENT
OF PURCHASE PRICE AND NUMBER OF SHARES DELIVERABLE. The
Exercise Price and the number of Warrant Shares purchasable
pursuant to each Warrant shall be subject to adjustment from time
to time as hereinafter set forth in this Section 9:
(a) In
case, prior to the expiration of this Warrant Certificate by
exercise or by its terms, the Company shall issue any shares of its
Common Stock as a stock dividend or subdivide the number of
outstanding shares of its Common Stock into a greater number of
shares, then in either of such cases, the then applicable Exercise
Price per Warrant Share purchasable pursuant to this Warrant
Certificate in effect at the time of such action shall be
proportionately reduced and the number of Warrant Shares at that
time purchasable pursuant to this Warrant Certificate shall be
proportionately increased; and conversely, in the event the Company
shall reduce the number of outstanding shares of Common Stock by
combining such shares into a smaller number of shares, then, in
such case, the then applicable Exercise Price per Warrant Share
purchasable pursuant to this Warrant Certificate in effect at the
time of such action shall be proportionately increased and the
number of Warrant Shares at that time purchasable pursuant to this
Warrant Certificate shall be proportionately decreased. If the
Company shall, at any time during the life of this Warrant
Certificate, declare a dividend payable in cash on its Common Stock
and shall at substantially the same time offer to its stockholders
a right to purchase new Common Stock from the proceeds of such
dividend or for an amount substantially equal to the dividend, all
Common Stock so issued shall, for the purpose of this Warrant
Certificate, be deemed to have been issued as a stock dividend. Any
dividend paid or distributed upon the Common Stock in stock of any
other class of securities convertible into shares of Common Stock
shall be treated as a dividend paid in Common Stock to the extent
that shares of Common Stock are issuable upon conversion
thereof.
6
(b) In
case, prior to the expiration of this Warrant Certificate by
exercise or by its terms, the Company shall be recapitalized by
reclassifying its outstanding Common Stock, (other than a change in
par value to no par value), or the corporation or a successor
corporation shall consolidate or merge with or convey all or
substantially all of its or of any successor corporation’s
property and assets to any other corporation or corporations (any
such other corporations being included within the meaning of the
term “successor corporation” hereinbefore used in the
event of any consolidation or merger of any such other corporation
with, or the sale of all or substantially all of the property of
any such other corporation to, another corporation or
corporations), then, as a condition of such recapitalization,
consolidation, merger or conveyance, lawful and adequate provision
shall be made whereby the holder of this Warrant Certificate shall
thereafter have the right to purchase, upon the basis and on the
terms and conditions specified in this Warrant Certificate, in lieu
of the Warrant Shares theretofore purchasable upon the exercise of
this Warrant Certificate, such shares of stock, securities or
assets as may be issued or payable with respect to, or in exchange
for the number of Warrant Shares theretofore purchasable upon the
exercise of this Warrant Certificate, had such recapitalization,
consolidation, merger, or conveyance not taken place; and in any
such event, the rights of the Warrant Holder to any adjustment in
the number of Warrant Shares purchasable upon the exercise of this
Warrant Certificate, as hereinbefore provided, shall continue and
be preserved in respect of any stock which the Warrant Holder
becomes entitled to purchase.
(c) In
case the Company at any time while this Warrant Certificate shall
remain unexpired and unexercised shall sell all or substantially
all of its property or dissolve, liquidate, or wind up its affairs,
lawful provision shall be made as part of the terms of any such
sale, dissolution, liquidation or winding up, so that the holder of
this Warrant Certificate may thereafter receive upon exercise
hereof in lieu of each Warrant Share that it would have been
entitled to receive, the same kind and amount of any securities or
assets as may be issuable, distributable or payable upon any such
sale, dissolution, liquidation or winding up with respect to each
share of Common Stock of the Company, provided, however, that in
any case of any such sale or of dissolution, liquidation or winding
up, the right to exercise this Warrant Certificate shall terminate
on a date fixed by the Company; such date so fixed to be not
earlier than 5:00 p.m., New York time, on the forty-fifth day next
succeeding the date on which notice of such termination of the
right to exercise this Warrant Certificate has been given by mail
to the registered holder of this Warrant Certificate at its address
as it appears on the books of the Company.
(d) No
adjustment in the per share Exercise Price shall be required unless
such adjustment would require an increase or decrease in the
Exercise Price by at least $0.01; provided, however, that any
adjustments that by reason of this subsection are not required to
be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 9 shall
be made to the nearest cent or to the nearest 1/100th of a share,
as the case may be.
(e) The
Company will not, by amendment of its Restated Certificate of
Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed
hereunder by the Company but will at all times in good faith assist
in the carrying out of all the provisions of this Section 9 and in
the taking of all such actions as may be necessary or appropriate
in order to protect against impairment of the rights of the Warrant
Holder to adjustments in the Exercise Price.
7
(f) Upon the happening
of any event requiring an adjustment of the Exercise Price
hereunder, the Company shall give written notice thereof to the
Warrant Holder stating the adjusted Exercise Price and the adjusted
number of Warrant Shares resulting from such event and setting
forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
(g) The
Company may deem and treat the registered holder of the Warrant
Certificate at any time as the absolute owner hereof for all
purposes and shall not be affected by any notice to the
contrary.
(h) This
Warrant Certificate shall not entitle any holder thereof to any of
the rights of stockholders, and shall not entitle any holder
thereof to any dividend declared upon the Common Stock unless the
holder shall have exercised the within Warrant Certificate and
purchased the shares of Common Stock prior to the record date fixed
by the Board of Directors for the determination of holders of
Common Stock entitled to said dividend.
10. FRACTIONAL
SHARES. No fractional shares shall be issued upon the
exercise fraction of a share called for upon any exercise hereof.
The Company shall pay to the Warrant Holder an amount in cash on
the basis of the “last sale price” (as defined in
Section 7) on the trading day prior to the date of
exercise.
11. VOLUNTARY
ADJUSTMENT BY THE COMPANY. The Company may, at its option,
at any time during the term of the Warrants, reduce the then
current Exercise Price to any amount deemed appropriate by the
Board of Directors of the Company and/or extend the date of the
expiration of the Warrants.
12. REGISTRATION
RIGHTS OF WARRANT HOLDER. Intentionally omitted.
13. RIGHTS OF THE HOLDER. The
Warrant Holder shall not, by virtue hereof, be entitled to any
rights of a stockholder in the Company, either at law or equity,
and the rights of the Warrant Holder are limited to those expressed
in the Warrant Certificate and are not enforceable against the
Company except to the extent set forth herein.
14. NOTICES OF RECORD DATE. In
case:
(a)the Company shall
take a record of the holders of its Common 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 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
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
8
(c) of the voluntary or
involuntary 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 Warrant Holder 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 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 other
stock or securities at the time deliverable 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, transfer, dissolution, liquidation or
winding-up. Such notice shall be mailed at least twenty (20) days
prior to the record date or effective date for the event specified
in such notice, provided that the failure to mail such notice shall
not affect the legality or validity of any such
action.
15. SUCCESSORS. The rights and
obligations of the parties to this Warrant will inure to the
benefit of and be binding upon the parties hereto and their
respective heirs, successors, assigns, pledgees, transferees and
purchasers. Without limiting the foregoing, the registration rights
referred to in Section 12 of this Warrant shall inure to the
benefit of the Warrant Holder and all the Warrant Holder’s
successors, heirs, pledgees, assignees, transferees and purchasers
of this Warrant and the Warrant Shares.
16. CHANGE OR WAIVER. Any term of
this Warrant may be changed or waived only by an instrument in
writing signed by the party against whom enforcement of the change
or waiver is sought.
17. HEADINGS. The headings in this
Warrant are for purposes of reference only and shall not limit or
otherwise affect the meaning of any provision of this
Warrant.
18. GOVERNING LAW. This Warrant
shall be governed by and construed in accordance with the laws of
the State of Florida as such laws are applied to contracts made and
to be fully performed entirely within that state between residents
of that state except to the extent the laws of the State of Florida
mandatorily apply because the Company is incorporated in the State
of Florida.
19. JURISDICTION AND VENUE. The
Company (i) agrees that any legal suit, action or proceeding
arising out of or relating to this Warrant shall be instituted
exclusively in California Superior Court, County of Los Angeles or
in the United States District Court for the Central District of
California, (ii) waives any objection to the venue of any such
suit, action or proceeding and the right to assert that such forum
is not a convenient forum, and (iii) irrevocably consents to the
jurisdiction of the California Superior Court, County of Los
Angeles or in the United States District Court for the Central
District of California in any such suit, action or proceeding, and
the Company further agrees to accept and acknowledge service or any
and all process that may be served in any such suit, action or
proceeding in California Superior Court, County of Los Angeles or
in the United States District Court for the Central District of
California in person or by certified mail addressed as provided in
the following Section.
9
20. MAILING OF NOTICES, ETC. All
notices and other communications under this Warrant (except
payment) shall be in writing and shall be sufficiently given if
delivered to the addressees in person, by Federal Express or
similar overnight courier service, or if mailed, postage prepaid,
by certified mail, return receipt requested, as
follows:
Registered
Holder:
To his or her last
known address as indicated on the Company’s books and
records.
Attention: Halden
S. Shane, Chief Executive Officer
or to
such other address as any of them, by notice to the others, may
designate from time to time. Notice shall be deemed given (a) when
personally delivered, (b) the scheduled delivery date if sent by
Federal Express or other overnight courier service or (c) the fifth
day after sent by certified mail.
10
Executed
this [●]th day of [●], 20[●].
TOMI
ENVIRONMENTAL SOLUTIONS, INC.
By:
Name:
Title:
11
NOTICE
OF EXERCISE
To Be
Executed by the Warrant Holder
In
Order to Exercise Warrants
The
undersigned Warrant Holder hereby irrevocably elects to exercise
[●] Warrants represented by Warrant Certificate Number
[●], and to purchase the shares of Common Stock issuable upon
the exercise of such Warrants, and requests that certificates for
such shares of Common Stock shall be issued in the name
of
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(Please
print or type name and address)
and be
delivered to
(Please
print or type name and address)
and if
such number of Warrants shall not be all the Warrants evidenced by
this Warrant Certificate, that a new Warrant Certificate for the
balance of such Warrants be registered in the name of, and
delivered to, the registered Warrant Holder at the address stated
below.
The
undersigned elects to exercise the following number of Warrants
pursuant to the terms of the Warrant Certificate:
The
undersigned elects to exercise the purchase rights represented by
the Warrant Certificate pursuant to:
□
the cash exercise
provisions set forth in Section 3.2 of the Warrant Certificate,
and, in accordance therewith, hereby tenders to the Company payment
to the Company of an amount equal to the product of (x) the then
applicable Exercise Price, multiplied
by (y) the number of Warrant Shares being purchased upon
such exercise in accordance with Section 3.2, together with the
surrender of the Warrant Certificate; or
□
the cashless
exercise provisions set forth in Section 3.3 of the Warrant
Certificate, and, in accordance therewith, hereby surrenders to the
Company the Warrant Certificate.
[Remainder
of page intentionally left blank.]
12
Dated:
(Signature of
Warrant Holder)
(Address)
(Taxpayer
Identification Number)
Signature
Guaranteed
THE
SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.
13
ASSIGNMENT
FORM
To be
executed by the Warrant Holder
In
order to Assign Warrants
FOR
VALUE RECEIVED,________________________________ hereby sell,
assigns and transfer unto
PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER
(Please
print or type name and address)
______________________
of the Warrants represented by Warrant Number _________, and hereby
irrevocably constitutes and appoints ________________________
Attorney to transfer this Warrant on the books of the Company, with
full power of substitution in the premises.
Dated:______________________
(Signature of
Registered Holder)
(Signature
Guaranteed)
THE
SIGNATURE ON THE EXERCISE FORM OR THE ASSIGNMENT FORM MUST
CORRESPOND TO THE NAME AS WRITTEN UPON THE FACE OF THIS WARRANT
CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR
MIDWEST STOCK EXCHANGE.
CERTIFICATION
OF STATUS OF TRANSFEREE
TO
BE EXECUTED BY THE TRANSFEREE OF THIS WARRANT
The
undersigned transferee hereby certifies to the registered holder of
this Warrant Certificate and to TOMI Environmental Solutions, Inc.
that the transferee is an “accredited investor” within
the meaning of Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended.
