Attached files
| file | filename |
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| EX-5.1 - BAETA CORP | v183753_ex5-1.htm |
| EX-23.1 - BAETA CORP | v183753_ex23-1.htm |
| EX-10.24 - BAETA CORP | v183753_ex10-24.htm |
| EX-10.23 - BAETA CORP | v183753_ex10-23.htm |
| EX-10.22 - BAETA CORP | v183753_ex10-22.htm |
| EX-10.12(20) - BAETA CORP | v183753_ex10-1220.htm |
| EX-10.12(19) - BAETA CORP | v183753_ex10-1219.htm |
| S-1/A - BAETA CORP | v183753_s1a.htm |
COMMON
STOCK PURCHASE WARRANT
THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR
SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES OR
AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
BAETA
CORP.
COMMON
STOCK PURCHASE WARRANT
1. Issuance; Certain
Definitions. In consideration of good and valuable
consideration, the receipt of which is hereby acknowledged by BAETA CORP. (the “Company”), Charter Capital Resources,
Inc., a Delaware limited liability company (the “Holder”), is hereby
granted the right to purchase at any time until 5:00 p.m., New York City time,
on April 8, 2015, up to Four Hundred Thousand (400,000) fully paid and
nonassessable shares of the Company's common stock (the “Common Stock”), at an
exercise price of $0.25 cents per share (the “Exercise Price”), subject to
adjustment as set forth herein.
2. Exercise of
Warrants.
2.1 Method of
Exercise.
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(a)
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This
Warrant is exercisable in whole or in part at any time and from time to
time. Such exercise shall be effectuated by submitting to the
Company (either by delivery to the Company or by facsimile transmission as
provided in Section 8 hereof) a completed and duly executed Notice of
Exercise (substantially in the form attached hereto) as provided in this
paragraph. The date such Notice of Exercise is faxed to the
Company shall be hereinafter defined as the “Exercise Date,” provided that
the Holder of this Warrant tenders this Warrant to the Company within five
(5) business days thereafter. The Notice of Exercise shall be
executed by the Holder of this Warrant and shall indicate the number of
shares then being purchased pursuant to such exercise. Upon surrender of
this Warrant, together with appropriate payment of the Exercise Price for
the shares of Common Stock purchased, the Certificate(s) representing the
Shares being purchased shall be promptly delivered to the Holder or
Holder’s assignees, but in no event less than (10) days, after the rights
represented by this Warrant have been so
exercised.
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(b)
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If
the Holder elects to exercise this Warrant by means of
a “cashless” exercise, the Holder shall thereby be entitled to
receive a number of shares of Common Stock computed using the
following formula:
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X
=
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Y
(A-B)
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A
For purposes of this formula, the
following applies:
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X=
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the
number of shares of Common Stock to be issued to the
Holder
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Y=
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the
number of shares of Common Stock purchasable under this Warrant or, if
only a portion of this Warrant is being exercised, the portion of this
Warrant being exercised (at the date of such
calculation)
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A=
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the
Market Price as of the date of
exercise
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B=
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the
Exercise Price as of the date of
exercise
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For the
purposes of this Warrant, the term “Market Price” shall be the closing price of
the Common Stock as reported by the exchange or quotation service on which the
Common Stock is trading or quoted for trade, as the case may be, for the
relevant date.
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(c)
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If
the Notice of Exercise form elects a “cash” exercise, the Exercise Price
per share of Common Stock for the shares of Common Stock then being
purchased shall be payable either in cash or by certified or official bank
check made payable to the Company.
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(d)
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The
Holder shall be deemed to be the holder of the Common Stock issued in
accordance with the provisions of this Section 2.1 on the Exercise
Date.
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3. Reservation of
Shares. The Company hereby agrees that at all times during the
term of this Warrant there shall be reserved for issuance upon exercise of this
Warrant such number of shares of Common Stock as shall be required for issuance
upon the full exercise of this Warrant (the “Warrant Shares”).
4. Mutilation or Loss of
Warrant. Upon receipt by the Company of evidence satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant, and (in the
case of loss, theft or destruction) receipt of reasonably satisfactory
indemnification, and (in the case of mutilation) upon surrender and cancellation
of this Warrant, the Company will execute and deliver a duplicate Warrant and
any such lost, stolen, destroyed or mutilated Warrant shall thereupon become
void.
5. Rights of the
Holder. The Holder shall not, by virtue of holding the
Warrant, be entitled to any rights of a stockholder in the Company, either at
law or equity, and the rights of the Holder are limited to those expressed in
this Warrant and are not enforceable against the Company except to the extent
set forth herein.
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6. Protection Against Dilution
and Other Adjustments.
6.1 Adjustment
Mechanism. If an adjustment of the Exercise Price is required
pursuant to this Section 6, the Holder shall be entitled to purchase such number
of additional shares of Common Stock as will cause (i) the total number of
shares of Common Stock which Holder is entitled to purchase pursuant to this
Warrant, multiplied by (ii) the adjusted Exercise Price per share, to equal
(iii) the dollar amount of the total number of shares of Common Stock which
Holder is entitled to purchase before adjustment multiplied by the total
Exercise Price immediately before adjustment.
6.2 Capital
Adjustments. In case of any stock split or reverse stock
split, stock dividend, reclassification of the Common Stock, recapitalization,
merger or consolidation, or like capital adjustment affecting the Common Stock
of the Company prior to the full exercise of this Warrant or its applicable
portion, the provisions of this Section 6 shall be applied as if such capital
adjustment event had occurred immediately prior to the exercise date of this
Warrant and the original Exercise Price had been fairly allocated to the stock
resulting from such capital adjustment; and in other respects the provisions of
this Section shall be applied in a fair, equitable and reasonable manner so as
to give effect, as nearly as may be, to the purposes hereof.
6.3 Spin
Off. If, for any reason, prior to the exercise of this Warrant
in full, the Company spins off or otherwise divests itself of a part of its
business or operations or disposes all or of a part of its assets in a
transaction (the “Spin Off”) in which the Company does not receive compensation
for such business, operations or assets, but causes securities of another entity
to be issued to security holders of the Company, then the Company shall notify
the Holder at least thirty (30) days prior to the record date with respect to
such Spin-Off.
6.4 Dissolution,
Liquidation. In case of the voluntary or involuntary
dissolution, liquidation or winding up of the Company (other than in connection
with a reorganization, consolidation, merger, or other transaction covered by
paragraph 6.2 above) is at any time proposed, the Company shall give at least
thirty (30) days prior written notice to the Holder. Such notice
shall contain: (a) the date on which the transaction is to take
place; (b) the record date (which shall be at least thirty (30) days after the
giving of the notice) as of which holders of Common Stock will be entitled to
receive distributions as a result of the transaction; (c) a brief description of
the transaction, (d) a brief description of the distributions to be made to
holders of Common Stock as a result of the transaction; and (d) an estimate of
the fair value of the distributions.
6.5 Notice of
Adjustment. Upon the occurrence of an event requiring an
adjustment of the Exercise Price or the shares purchasable under this Warrant,
the Company shall immediately give written notice to the Holder stating the
adjusted Exercise Price and the adjusted number and kind of securities or other
property purchasable under this Warrant resulting from the event and setting
forth in reasonable detail the method of calculation and the facts upon which
the calculation is based.
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7. Rights of
Holder. The Company shall deliver to the Holder all notices
and other information provided to its holders of shares of Common Stock or other
securities which may be issuable hereunder concurrently with the delivery of
such information to such holders. This Warrant does not entitle the
Holder to any voting rights or, except for the foregoing notice provisions, any
other rights as a shareholder of the Company. No dividends are
payable or will accrue on this Warrant or the shares of Common Stock purchasable
under this Warrant until, and except to the extent that, this Warrant is
exercised. Upon the surrender of this Warrant and payment of the
Exercise Price as provided above, the person or entity entitled to receive the
shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the record holder of such shares as of the close of business on the
date of the surrender of this Warrant for exercise as provided
above. Upon the exercise of this Warrant, the Holder shall have all
of the rights of a shareholder in the Company attaching to the purchased shares
of Common Stock.
8. Exchange for Other
Denominations. This Warrant is exchangeable, on its surrender
by the Holder to the Company, for a new Warrant of like tenor and date
representing in the aggregate the right to purchase the balance of the number of
shares of Common Stock issuable upon the exercise of this Warrant in
denominations and subject to restrictions on transfer contained herein, in the
names designated by the Holder at the time of surrender.
9. Transfer to Comply with the
Securities Act. This
Warrant has not been registered under the Securities Act of 1933, as amended
(the “Securities Act”), and has been issued to the Holder for investment and not
with a view to the distribution of either the Warrant or the Warrant
Shares. Except for transfers to officers, employees and affiliates of
the Holder, neither this Warrant nor any of the Warrant Shares or any other
security issued or issuable upon exercise of this Warrant may be sold,
transferred, pledged or hypothecated in the absence of an effective registration
statement under the Securities Act relating to such security or an opinion of
counsel satisfactory to the Company that registration is not required under the
Securities Act. Each certificate for the Warrant, the Warrant Shares
and any other security issued or issuable upon exercise of this Warrant shall
contain a legend on the face thereof, in form and substance satisfactory to
counsel for the Company, setting forth the restrictions on transfer contained in
this Section.
10. Payment of
Taxes. The Company shall pay all taxes and other governmental
charges, other than applicable income taxes, that may be imposed with respect to
the issuance of shares of Common Stock pursuant to the exercise of this
Warrant.
11. Notices. Any
notice or other communication required or permitted hereunder shall be in
writing and shall be delivered personally, telegraphed, sent by facsimile
transmission or sent by certified, registered or express mail, postage
pre-paid. Any such notice shall be deemed given when so delivered
personally, telegraphed, telexed or sent by facsimile transmission, or, if
mailed, four days after the date of deposit in the United States
mails.
12. Supplements and Amendments;
Whole Agreement. This Warrant may be amended or supplemented
only by an instrument in writing signed by the parties hereto. This
Warrant contains the full understanding of the parties with respect to the
subject matter hereof and thereof and there are no representations, warranties,
agreements or understandings other than expressly contained herein and
therein.
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13. Governing
Law. This Warrant shall be deemed to be a contract made under
the laws of the State of Delaware. The Company and each Purchaser
hereby submit to the jurisdiction of any state court of competent jurisdiction
in and for New York, or in the United States District Court for New York in any
action or proceeding arising out of or relating to this Agreement and agree that
all claims in respect of the securities action or proceeding may be heard and
determined in any such court; agree not to bring any action or proceeding
arising out of or relating to this Agreement in any other court; waive any
defense of inconvenient forum to the maintenance of any action or proceeding so
brought and waive any bond, surety, or other security that might be required of
any other party with respect thereto; and agree that a final judgment in any
action or proceeding so brought shall be conclusive and may be enforced by suit
on the judgment or in any other manner provided by law or in
equity.
14. Jury Trial
Waiver. The Company
and the Holder hereby waive a trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other in
respect of any matter arising out or in connection with this
Warrant.
15. Counterparts; Facsimile
Signatures. This Warrant may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument. The exchange of copies of this Warrant or amendments
thereto and of signature pages by facsimile transmission or by email
transmission in portable digital format, or similar format, shall constitute
effective execution and delivery of such instrument(s) as to the Parties and may
be used in lieu of the original Warrant or amendment for all purposes.
Signatures of the Parties transmitted by facsimile or by email transmission in
portable digital format, or similar format, shall be deemed to be their original
signatures for all purposes.
16. Descriptive
Headings. Descriptive headings of the several Sections of this
Warrant are inserted for convenience only and shall not control or affect the
meaning or construction of any of the provisions hereof.
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IN
WITNESS WHEREOF, the Company has executed this Warrant as of the 8th day of
April, 2010.
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BAETA
CORP.
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/s/
Leonid Pushkantser
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By:
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Name:
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Leonid Pushkantser
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Title:
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Chief Executive Officer,
Director
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BAETA
CORP.
Form
of Transfer
(To be
executed by the Holder to transfer the Warrant)
For value
received the undersigned registered holder of the attached Warrant hereby sells,
assigns, and transfers the Warrant to the Assignee(s) named below :
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Names
of
Assignee
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Address
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Taxpayer ID No.
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Number
of shares
subject
to transferred
Warrant
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The
undersigned registered holder further irrevocably appoints ____________________
_______________________________ attorney (with full power of substitution) to
transfer this Warrant as aforesaid on the books of the Corporation.
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Date:______________________________
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___________________________________
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Signature
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7
BAETA
CORP.
Exercise
Form
(To be
executed by the Holder to purchase
Common
Stock pursuant to the Warrant)
The
undersigned holder of the attached Warrant hereby irrevocably elects to exercise
purchase rights represented by such Warrant for, and to purchase, ___________
shares of Common Stock of BAETA CORP.
The
undersigned herewith tenders payment for those shares in the following manner
(please check type, or types, of payment and, if checking both types, indicate
the portion of the Exercise Price to be paid by each type of
payment):
____ Exercise
for Cash
____ Cashless Exercise
The
undersigned requests that (1) a certificate for the shares be issued in the name
of the undersigned and (2) if such number of shares is not all of the shares
purchasable under this Warrant, that a new Warrant of like tenor for the balance
of the remaining shares purchasable under this Warrant be issued.
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Date:______________________________
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___________________________________
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Signature
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