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THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER
SUCH ACT OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.
COMMON STOCK PURCHASE WARRANT
OF
Iron Eagle Group, Inc.
January 1, 2010
THIS WARRANT CERTIFIES THAT, for value received CCG Investor Relations
Partners LLC ("Holder") is entitled to purchase a minimum of 145,000
fully-paid and non-assessable shares of the Common Stock, par value
$0.001 per share (the "Shares") of Iron Eagle Group (the "Company") at
a price of $1.00 per Share, subject to adjustment pursuant to Article
II hereof (the "Exercise Price"), subject to the provisions and upon
the terms and conditions set forth herein.
ARTICLE I
TERM AND EXERCISE
1.1 Term: Notice of Expiration. This Warrant is exercisable, in
whole or in part, at any time and from time to time on or before 5:00
p.m. Pacific time on the 5th anniversary of the date of this Warrant
("Expiration Date"). The Company will at all times reserve and keep
available, solely for issuance and delivery on the exercise o the
Warrant, sufficient shares of Common Stock from time to time issuable
on the exercise of the Warrant. The Company shall give Holder written
notice of Holder's right to exercise this Warrant in the form attached
as Appendix A at least 30 days before the Expiration Date. If the
notice is not so given, the Expiration Date shall automatically be
extended until 30 days after the date the Company delivers the notice
to Holder.
1.2 Method of Exercise. Holder may exercise this Warrant, in whole or
in part, by delivering this Warrant and a duly executed Notice of
Exercise in substantially the form attached as Appendix B to the
principal office of the Company. Unless Holder elects to exercise this
Warrant in accordance with the cashless exercise provisions described
in Article III below, Holder shall also deliver to the Company good
funds for the aggregate Exercise Price for the Shares being purchased.
1.3 Delivery of Certificate and New Warrant. Within 7 days after
Holder exercises this Warrant, the Company shall deliver to Holder
certificates for the Shares acquired and, if this Warrant has not been
fully exercised or converted and has not expired, a new Warrant
representing the Shares not so acquired.
1.4 Lost or Destroyed Warrant. Upon receipt of an affidavit signed by
the Holder and reasonably satisfactory to the Company of the loss,
theft, destruction or mutilation o this Warrant and (in the case of
loss, theft or destruction) upon delivery of an indemnity agreement
reasonably satisfactory to the Company, or (in the case of mutilation)
upon surrender and cancellation of the mutilated Warrant, the Company
will execute and deliver, in lieu thereof, a new Warrant of like tenor.
1.5 Sale, Merger, or Consolidation of the Company.
1.5.1 Acquisition. For the purpose of this Warrant, "Acquisition"
means any sale, license, or other disposition of substantially all of
the assets of the Company, or any reorganization, consolidation, or
merger of the Company where the Company is not the surviving
corporation and the securities issued with respect to the Company's
securities outstanding immediately before the transaction represent
less than 50% of the beneficial ownership of the new entity immediately
after the transaction.
1.5.2 Assumption of Warrant. If, upon the closing of any
Acquisition, the successor entity assumes the obligations of this
Warrant, then this Warrant shall be exercisable for the same
securities, cash, and property as would be payable for the Shares
issuable upon exercise of the unexercised portion of this Warrant as if
such Shares were outstanding on the record date for the Acquisition and
subsequent closing. The Exercise Price shall be adjusted accordingly.
The Company shall use reasonable efforts to cause the surviving
corporation to assume the obligations of this Warrant.
1.5.3 Non-Assumption. If upon the closing of any Acquisition, the
successor entity does not assumes the obligations of this Warrant, then
this Warrant shall be exercisable for the same securities, cash, and
property as would be payable for the Shares issuable upon exercise of
the unexercised portion of this Warrant as if such Shares were
outstanding on the record date for the Acquisition and subsequent
closing. The Exercise Price shall be adjusted accordingly. The
Company shall use reasonable efforts to cause the surviving corporation
to assume the obligations of this Warrant.
1.6 Purchase Rights Notwithstanding the foregoing, at the election
of Holder, the Company shall purchase the unexercised portion of this
Warrant for cash upon the closing of any Acquisition for an amount
equal to (a) the fair market value of any consideration that would have
been received by Holder in consideration o the Shares had Holder
exercised the unexercised portion of this Warrant immediately before
the record date for determining the shareholders entitle to participate
in the proceeds of the Acquisition, less (b) the aggregate Exercise
Price of the Shares, but in no event less than zero.
Article II
ADJUSTMENTS TO THE SHARES
2.1 Shares. The number of shares subject to the warrant shall be
equal to 0.725% of the company's common stock outstanding based upon
20,000,000 fully diluted shares outstanding following the completion of
the reverse merger.
2.2 Adjustment of Shares. Subject to Section 1.6 (which will also
apply to this Article II), in the event that the number of the
Company's outstanding shares of Common Stock is changed by a stock
dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the
capital structure of the Company without consideration, then the
Exercise Price and number of Shares subject to this Warrant will be
proportionately adjusted, subject to any required action by the board
of directors or the stockholders of the Company and compliance with
applicable securities laws; provided, however, that fractions of a
Share will not be issued but will either be replaced bya cash payment
equal to an amount computed by multiplying the fractional interest by
the fair market value of a full Share or will be rounded up to the
nearest whole Share, as determined by the Company. The Company or its
successor shall promptly issue to Holder a new Warrant for such new
securities or other property. The new Warrant shall provide for the
adjustments which shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Article II. For purposes of
this Article II and Article III below, the term "fair market value"
means the value of a share of the Company's Common Stock determined as
follows: (i) if such Common Stock is publicly traded and is then
listed on a national securities exchange, its closing price on the date
of determination on the principal national securities exchange on which
the Common Stock is listed or admitted to trading; (ii) if such Common
Stock is quoted on NASDAW, its closing price on NASDAW on the date of
determination; (ii) if such Common Stock is quoted on NASDAQ, its
closing price on NASDAQ on the date of determination; (iii) if such
Common Stock is publicly traded but is not listed or admitted to
trading on a national securities exchange or on NASDAQW, the average of
the closing bid and asked prices on the date of determination; (iv) the
price per share at which shares of the Company's Common Stock are
initially offered for sale to the public by the Company's underwriters
in the initial public offering of the Company's Common Stock pursuant
to a registration statement filed with the SEC under the Securities Act
if the Warrant is effective date of such registration statement; or (v)
if none of the foregoing is applicable, by the Company in good faith.
2.3 No Impairment. The Company shall not, by amendment of its
Articles 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 under this Warrant by the Company, but shall at all times in
good faith assist in carrying out all of the provisions of this Article
II and in taking all such action as may be necessary or appropriate to
protect Holder's right under this Article II against impairment. If
the Company takes any act on affecting the Shares or its Common Stock
other than as described above that adversely affects Holder's rights
under this Warrant, the Exercise Price shall be adjusted downward and
the number of Shares Issuable upon exercise of this Warrant shall be
adjusted upward, and if necessary the class of securities Issuable upon
exercise of this Warrant shall adjusted, in such a manner that the
aggregate Exercise Price of this Warrant is unchanged and the aggregate
number of shares ultimately Issuable upon exercise of this Warrant and
conversion of the Shares is unchanged.
ARTICLE III
CASHLESS EXERCISE
3.1 Method of Exercise. In addition to and without limiting the
right of Holder under paragraph 1.2, at Holder's option, this Warrant
may be exercised by being exchanged in whole or from time to time in
part at any time on or prior to the Expiration Date, for a number of
shares of Common Stock having an aggregate fair market value on the
date of such exercise equal to the difference between (x) the fair
market value of the number of shares of Common Stock subject to this
Warrant designated by the Holder on the date of the exercise (the
"Designated Number of Shares") and (y) the aggregate Exercise Price for
such shares in effect at such time.
Upon any such exercise, the number of shares of Common Stock
purchasable upon exercise of this Warrant shall be reduced by the
Designated Number of Shares and, if a balance of purchasable shares of
Common Stock remains after such exercise, the Company shall execute and
deliver to Holder (or its designee) a new Warrant for such balance of
shares. No payment of any cash or other consideration to the Company
shall be required from Holder (or its designee) in connection with any
exercise of this Warrant by exchange pursuant to this Article (((.
Such exchange shall be effective upon the date of receipt by the
Company of the Warrant surrendered for cancellation and a written
request from Holder that the exchange pursuant to this section be made,
or at such later date as may be specified in such request. No
fractional shares arising out of the above formula for determining the
number of shares issuable in such exchange shall be issued, and the
Company shall in lieu thereof make payment to the Holder of cash in the
amount of such fraction multiplied by the fair market value of a share
of Common Stock on the date of the exchange.
3.2 Availability of Rule 144. So long as no cash is paid in
connection with the cashless exercise of this Warrant, the holding
period for the shares issued in connection with such cashless exercise,
for the purposes of Rule 144 of the Securities Act of 1933, shall
relate back to the date of this Warrant.
ARTICLE IV
MISCELLANEOUS
4.1 Legends. This Warrant and the Shares shall be imprinted with a
legend in substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THESECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE
SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER
SUCH ACT OR AN OPINION OF COUNSEL THAT AN EXEMPTION FROM REGISTRATION
IS AVAILABLE."
4.2 Compliance with Securities Laws on Transfer. If, at the time of
the surrender of this Warrant in connection with any transfer of this
Warrant, as contemplated by section 4.3 below, the transfer of this
Warrant shall not be registered pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Securities
Act") and under applicable state securities or blue sky laws, the
Company may requirek as a condition of allowing such transfer (i) that
the Holder or transferee of this Warrant, as the case may be, furnish
to the Company a written opinion of counsel (which opinion shall be in
form, substance and scope customary for opinions of counsel in
comparable transactions) to the effect that such transfer may be made
without registration under the Securities Act and under applicable
state securities or blue sky laws and (ii) that the Holder or
transferee execute and deliver to the Company an investment letter in
form and substance acceptable to the Company. The Company shall not
require Holder to provide an opinion of counsel if the transfer is to
an affiliate of Holder.
4.3 Transfer Procedure. Holder may transfer all or part of this
Warrant or the Shares issuable upon exercise of this Warrant by giving
the Company notice of the portion of the Warrant being transferred
setting forth the name, address, and taxpayer or identification number
of the transferee and surrendering this Warrant to the Company for re-
issuance to the transferee(s) (and Holder if applicable).
4.4 Notices. Any notice require
