Arne Dunhem
President & CEO
WARRANT AGREEMENT
AMENDMENT NO. 1
(ii) 430,000 Warrant
Shares will vest immediately upon the Company achieving a $20 million market cap
for ten (10) consecutive trading days and a price per share of not less than
$0.50. The Warrant Shares granted hereunder must be exercised by the tenth
anniversary of the date of vesting or shall be forfeited by Mr. Dunhem. All
Warrant Shares granted hereunder shall have a "cashless" exercise provision,
which enables Mr. Dunhem to give up a portion of his Warrant Shares in order to
exercise others without paying cash for them. Further, the number, kind and
strike price of the stock Warrant Shares granted hereunder shall be
appropriately and equitably adjusted to reflect any stock dividend, stock split,
spin-off, split-off, extraordinary cash dividend, recapitalization,
reclassification or other major corporate action affecting the stock of the
Company to the end that after such event Mr. Dunhem's proportionate interest in
the Company shall be maintained as before the occurrence of such event. Mr.
Dunhem shall also receive payment of any cash dividend or stock dividend
declared and paid by the Company as if Mr. Dunhem had already exercised all of
his Warrant Shares, including unvested Warrant Shares. The Company shall at
earliest opportunity include the warrants in a proper registration statement.
So it looks like we need a big market cap!!!!
