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Title: |
Purchase Warrant |
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Entities: |
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Date: |
2007 |
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Size: |
25KB total |
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Price: |
$38 |
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ID: |
#3190283 |
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THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN
THE QUANTUM GROUP, INC.
PURCHASE WARRANT
Issued to:
PAULSON INVESTMENT COMPANY, INC.
Exercisable to Purchase
150,000 UNITS
of
THE QUANTUM GROUP, INC.
Void after ______________, 2012
This is to certify that, for value received and subject to the terms and conditions set forth below, the Warrantholder (hereinafter defined) is entitled to purchase, and the Company promises and agrees to sell and issue to the Warrantholder, at any time on or after ____________, 2008 and on or before ____________, 2012, up to 150,000 Units (hereinafter defined) at the Exercise Price (hereinafter defined).
This Warrant Certificate is issued subject to the following terms and conditions:
1.
DEFINITIONS OF CERTAIN TERMS. Except as may be otherwise clearly required by the context, the following terms have the following meanings:
(a)
?Act? means the Securities Act of 1933, as amended.
(b)
?Cashless Exercise? means an exercise of Warrants in which, in lieu of payment of the Exercise Price, the Holder elects to receive a lesser number of Securities such that the value of the Securities that such Holder would otherwise have been entitled to receive but has agreed not to receive, as determined by the closing price of such Securities on the date of exercise or, if such date is not a trading day, on the next prior trading day, is equal to the Exercise Price with respect to such exercise. A Holder may only elect a Cashless Exercise if Securities issuable by the Company on such exercise are publicly traded securities.
(c)
?Closing Date? means the date on which the Offering is closed.
(d)
?Commission? means the Securities and Exchange Commission.
(e)
?Common Stock? means the common stock, no par value, of the Company.
(f)
?Company? means The Quantum Group, Inc., a Nevada corporation.
(g)
?Company?s Expenses? means any and all expenses payable by the Company or the Warrantholder in connection with an offering described in Section 6 hereof, except Warrantholder?s Expenses.
(h)
?Corporate Financing Rule? means Rule 2710 of the rules of the Financial Industry Regulatory Authority.
(i)
?Effective Date? means the date on which the Registration Statement is declared effective by the Commission.
(j)
?Exercise Price? means the price at which the Warrantholder may purchase one Unit upon exercise of Warrants as determined from time to time pursuant to the provisions hereof. The initial Exercise Price is $__ per Unit.
(k)
?Offering? means the public offering of Units made pursuant to the Registration Statement.
2
(l)
?Participating Underwriter? means any underwriter participating in the sale of the Securities pursuant to a registration under Section 6 of this Warrant Certificate.
(m)
?Registration Statement? means the Company?s registration statement (File No. 333-142990) as amended on the Closing Date.
(n)
?Rules and Regulations? means the rules and regulations of the Commission adopted under the Act.
(o)
?Securities? means the securities obtained or obtainable upon exercise of the Warrant or securities obtained or obtainable upon exercise, exchange, or conversion of such securities.
(p)
?Unit? means two shares of Common Stock, two redeemable Class A Warrants and two non-redeemable Class B Warrants.
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