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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): March 6, 2025
GLOBAL ACQUISITIONS CORPORATION
(Exact Name of Registrant as Specified in
its Charter)
Nevada |
|
000-24970 |
|
88-0203976 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
1120 N. Town Center Dr #160 Las Vegas, NV |
|
89144 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (702) 400-4005
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General
Instruction A.2. below):
|
[ ] |
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
|
[ ] |
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
|
[ ] |
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
[ ] |
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section
12(b) of the Act: None.
Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the
Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 3.02 Unregistered Sales of Equity Securities.
The information contained
below in Item 5.02 related to CFO Warrants (as defined below) is hereby
incorporated by reference into this Item 3.02 by reference in its
entirety.
On March 6, 2025, the Board
of Directors of Global Acquisitions Corporation (the “Company”, “we”
and “us”), granted (a) warrants to purchase 500,000 shares of common
stock to Justin Gimblestob and (b) warrants to purchase 250,000 shares of
common stock to Darren Cahill, two consultants of the Company, in consideration
for agreeing to provide advisory services to the Company (collectively, the “Consulting
Warrants”, and together with the CFO Warrants, the “Warrants”). The
Consulting Warrants have an exercise price of $1.70 per share and a term of
five years. The Consulting Warrants vest immediately and are exercisable 1/2 on
March 6, 2025 and 1/2 on September 6, 2026. The Consulting Warrants also allow
for cashless exercises and customary anti-dilution rights for stock splits,
dividends and similar transactions.
The Company claims an
exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of the
Securities Act of 1933, as amended, for the grant of the Warrants since the
foregoing grant did not involve a public offering, the recipients took the
securities for investment and not resale, and we took appropriate measures to
restrict transfer. The securities are subject to transfer restrictions, and the
securities contain an appropriate legend stating that such securities have not
been registered under the Securities Act and may not be offered or sold absent
registration or pursuant to an exemption therefrom.
If exercised in full a
maximum of 100,000 shares of common stock would be issuable upon exercise of
the CFO Warrants and 750,000 shares of common stock would be issuable upon
exercise of the Consulting Warrants.
The foregoing description of the Consulting
Warrants is not completed and is qualified in its entirety by reference to the
full text of the Consulting Warrants, which are filed as Exhibits 4.2
and 4.3 to this Current Report on Form 8-K and incorporated by reference
into this Item 3.02 by reference.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b)/(c) Appointment of Chief
Financial Officer (Principal Accounting/Financial Officer)
Effective on March 6, 2025, the Board of
Directors of the Company, appointed Shawn Cable as the Chief Financial Officer
(Principal Accounting/Financial Officer) of the Company (the “Appointment”),
which Appointment was effective as of the same date. As a result of the
Appointment, Ronald Boreta, the Chief Executive Officer (Principal Executive
Officer) of the Company, stepped down from the role of Principal
Accounting/Financial Officer and Treasurer of the Company, also effective on March
6, 2025.
Mr. Cable is not party to any material
plan, contract or arrangement (whether or not written) with the Company,
except for the Warrant Agreement evidencing the CFO Warrants (discussed and
described below), and there are no arrangements or understandings between Mr. Cable
and any other person pursuant to which Mr. Cable was selected to serve as a director
or officer of the Company, nor is Mr. Cable a participant in any related party
transaction required to be reported pursuant to Item 404(a) of Regulation
S-K. There are no family relationships between any director or executive
officer of the Company, including Mr. Cable.
Biographical information for Mr. Cable is
provided below:
Shawn Cable, age 52:
Mr. Cable has served as the Chief Financial Officer
for both the Andre Agassi Foundation for Education, a 501 (c)(3)
not-for-profit, private charity, an educational organization dedicated to
transforming U.S. public education for underserved youth (the “Agassi
Foundation”) and Agassi Enterprises Inc. (“Agassi Enterprises”) since
2008, and has also served as Secretary and Director of Agassi Enterprises since
October 2009 and Treasurer of the Agassi Foundation since October 2009. Mr.
Cable also currently serves as Chief Financial Officer of Blueprint Sports
& Entertainment LLC, which provides software and services to Athletic
Departments and Conferences, which position he has held since October 2022.
Prior to that, Mr. Cable worked for Syncon Homes, a
regional real estate developer focused on residential homebuilding, commercial
& golf course properties, where he was the Corporate Controller for all
divisions. His primary responsibilities were financial reporting, project
analysis and working with government agencies. Before Syncon Homes, Mr. Cable
worked for a number of both publicly-held and private real estate development
companies focused on residential and commercial development throughout the
United States.
Mr. Cable earned his Bachelor of Science degree in
Business Administration (Finance) from the University of Nevada, Las Vegas
(UNLV) in 1995 and in 2000, earned his Masters in Business Administration, from
UNLV.
The Company has agreed to pay Mr. Cable $75,000 per year, and to
grant Mr. Cable warrants to purchase 100,000 shares of common stock with an
exercise price of $1.70 per share and a term of five years. The warrants vest
immediately and are exercisable 1/2 on March 6, 2025 and 1/2 on September 6,
2026 (the “CFO Warrants”). The CFO Warrants also allow for cashless
exercises and customary anti-dilution rights for stock splits, dividends and
similar transactions.
The foregoing description of the CFO Warrant
is not completed and is qualified in its entirety by reference to the full text
of the form of CFO Warrants, which is filed as Exhibit 4.1 to this
Current Report on Form 8-K and incorporated by reference into this Item 5.02
by reference.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly authorized.
|
Global
Acquisitions Corporation |
|
|
|
|
By: |
/s/ Ronald S.
Boreta |
Date: March
11, 2025 |
Name: |
Ronald S. Boreta |
|
Title: |
Chief Executive
Officer |
NEITHER THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
COMPANY RECEIVES AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED.
Effective
Date: March 6, 2025 |
Void After: March 5, 2030 |
GLOBAL ACQUISITIONS CORPORATION
FORM OF
WARRANT TO PURCHASE COMMON STOCK
Global Acquisitions Corporation, a Nevada
corporation (the “Company”), for value received on March 6,
2025 (the “Effective Date”), hereby issues to Shawn Cable (the “Holder”)
this Warrant (the “Warrant”) to purchase up to 100,000 shares
(each such share as from time to time adjusted as hereinafter provided being a
“Warrant Share” or “Share” and all such shares
being the “Warrant Shares” or “Shares”) of the
Company’s Common Stock (as defined below), at the Exercise Price (as defined
below), as adjusted from time to time as provided herein, on or before March 5,
2030 (the “Expiration Date”), all subject to the following terms
and conditions.
As used in this Warrant, (i) “Business
Day” means any day other than Saturday, Sunday or any other day on
which commercial banks in the City of Las Vegas, Nevada, are authorized or
required by law or executive order to close; (ii) “Common Stock”
means the common stock of the Company, par value $0.001 per share, including
any securities issued or issuable with respect thereto or into which or for
which such shares may be exchanged for, or converted into, pursuant to any
stock dividend, stock split, stock combination, recapitalization,
reclassification, reorganization or other similar event; (iii) “Exercise
Price” means $1.70 per share of Common Stock, subject to adjustment as
provided herein; (iv) “Trading Day” means any day on which the
Common Stock is traded on the primary national or regional stock exchange on
which the Common Stock is listed, or if not so listed, the over-the-counter
market (including as quoted by the OTC Markets Group, Inc.), if quoted thereon, is open for the transaction of business; and (v) “Affiliate”
means any person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, a
person, as such terms are used and construed in Rule 144 promulgated under the
Securities Act of 1933, as amended (the “Securities Act”).
1.
DURATION AND EXERCISE OF WARRANTS
(a) Exercisability; Expiration. The Holder may
exercise this Warrant for up to a maximum of enter one-half of total Warrant
Shares on any Business Day prior to the one-year anniversary of the Effective
Date. Beginning on the one-year anniversary of the Effective Date, the
Holder may exercise this Warrant for up to all of the remaining Warrant Shares
on any Business Day on or before 5:00 P.M., Pacific Time, on the Expiration
Date, at which time this Warrant shall become void and of no
value.
(b)
Exercise Procedures.
(i) While this Warrant remains outstanding and exercisable in
accordance with Section 1(a), the Holder may exercise any portion of this Warrant
in whole or in part at any time and from time to time by:
(A) delivery to the Company of a duly executed copy of the Notice
of Exercise attached as Exhibit A;
(B) surrender of this Warrant to the Secretary of the Company at
its principal offices or at such other office or agency as the Company may
specify in writing to the Holder; and
(C) payment of the then-applicable Exercise Price per share
multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the
form of cash, or by certified check, bank draft or money order payable in
lawful money of the United States of America or in the form of a net issuance
exercise permitted and provided for in Section 1(e) below.
(ii) Upon the exercise of this Warrant in compliance with the
provisions of this Section 1(b), the Company shall promptly issue and cause to
be delivered to the Holder a certificate for the Warrant Shares purchased by
the Holder. Each exercise of this Warrant shall be effective immediately
prior to the close of business on the date (the “Date of Exercise”)
that the conditions set forth in Section 1(b) have been satisfied, as the case
may be. On the first Business Day following the date on which the Company
has received each of the Notice of Exercise and the Aggregate Exercise Price
(the “Exercise Delivery Documents”), the Company shall transmit
an acknowledgment of receipt of the Exercise Delivery Documents to the
Company’s transfer agent (the “Transfer Agent”). On or before the
fifth Business Day following the date on which the Company has received all of
the Exercise Delivery Documents (the “Share Delivery Date”), the
Company shall issue and dispatch by overnight courier to the address as specified
in the Notice of Exercise, a certificate, registered in the Company’s share
register in the name of the Holder or its designee, for the number of shares of
Common Stock to which the Holder is entitled pursuant to such exercise unless
the Holder instructs the Company to issue the Shares in “book-entry” format. Upon delivery of the Exercise
Delivery Documents, the Holder shall be deemed for all corporate purposes to
have become the holder of record of the Warrant Shares with respect to which
this Warrant has been exercised, irrespective of the date of delivery of the
certificates or of “book-entry”
notation evidencing such Warrant Shares.
(d) Partial Exercise. Any portion of this Warrant
shall be exercisable, either in its entirety or, from time to time, for part
only of the number of Warrant Shares referenced by this Warrant. If this
Warrant is exercised in part, the Company shall issue, at its expense, a new
Warrant, in substantially the form of this Warrant, referencing such reduced
number of Warrant Shares that remain subject to this Warrant.
(e) Net Issuance Exercise.
Notwithstanding any other provision contained herein to the contrary, the
Holder may elect to receive, without the payment by the Holder of the aggregate
Exercise Price in respect of the Shares to be acquired, Shares equal to the
value of this Warrant or any portion hereof by the surrender of this Warrant
(or such portion of this Warrant being so exercised) together with the Net
Issue Election Notice annexed hereto as Exhibit C duly executed, at the
office of the Company. Thereupon, the Company shall issue to the Holder such
number of fully paid, validly issued and non-assessable Shares as is computed
using the following formula:
where
X = the number of Shares which the Holder has then
requested be issued to the Holder;
Y = the number of Shares covered by this Warrant that
the Holder is surrendering at such time for net issuance exercise (including
both shares to be issued to the Holder and shares to be canceled as payment therefor);
A = the Fair Market Value (as defined below) of one
Share as at the time the net issue election is made; and
B = the Exercise Price in effect under
this Warrant at the time the net issue election is made.
As used herein, "Fair Market
Value" means, as of any particular date: (a) the volume weighted
average of the closing sales prices of the Common Stock for such day on all
domestic securities exchanges on which the Common Stock may at the time be
listed; (b) if there have been no sales of the Common Stock on any such
exchange on any such day, the average of the highest bid and lowest asked
prices for the Common Stock on all such exchanges at the end of such day; (c)
if on any such day the Common Stock is not listed on a domestic securities
exchange, the closing sales price of the Common Stock as quoted on any tier of
the OTC Market Group (including Pink Market) or similar quotation system or
association for such day; or (d) if there have been no sales of the Common
Stock on any tier of the OTC Market Group (including “Pink” market) or similar quotation system or association on
such day, the average of the highest bid and lowest asked prices for the Common
Stock quoted on the any tier of the OTC Market Group (including Pink Market) or
similar quotation system or association at the end of such day; in each case,
averaged over twenty (20) consecutive Business Days ending on the Business Day
immediately prior to the day as of which "Fair Market Value" is being determined; provided,
that if the Common Stock is listed on any domestic securities exchange, the
term "Business Day"
as used in this sentence means Business Days on which such exchange is open for
trading.
If at any time the Common Stock is not
listed on any domestic securities exchange or quoted on any tier of the OTC
Market Group (including Pink Market) or similar quotation system or
association, the "Fair Market
Value" of the Common Stock shall be the fair market value per
share as determined jointly by the Board and the Holder; provided, that
if the Board and the Holder are unable to agree on the fair market value per
share of the Common Stock within a reasonable period of time (not to exceed
fifteen (15) days from the Company's receipt of the Exercise Agreement), such
fair market value shall be determined by a nationally recognized investment
banking, accounting or valuation firm engaged by the Company). The
determination of such firm shall be final and conclusive, and the fees and
expenses of such valuation firm shall be borne in equal parts by the Company
and the Holder. In so determining the Fair Market Value of the Common
Stock, an orderly sale transaction between a willing buyer and a willing seller
shall be assumed, using valuation techniques then prevailing in the securities
industry without regard to the lack of liquidity of the Common Stock due to any
restrictions (contractual or otherwise) applicable thereto or any discount for
minority interests, and assuming full disclosure of all relevant information
and a reasonable period of time for effectuating such sale and assuming the
sale of all of the issued and outstanding Common Stock (including fractional
interests) calculated on a fully diluted basis to include the conversion or
exchange of all securities then outstanding that are convertible into or
exchangeable for Common Stock and the exercise of all rights and warrants then
outstanding and exercisable to purchase shares of Common Stock or securities
convertible into or exchangeable for shares of Common Stock; provided,
that such assumption shall not include those securities, rights and warrants
(a) owned or held by or for the account of the Company or any of its
subsidiaries, or (b) convertible or exchangeable into Common Stock where the
conversion, exchange, or exercise price per share is greater than the Fair
Market Value.
(f) Disputes. In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall promptly issue to the Holder the number of
Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 16.
2.
ISSUANCE OF WARRANT SHARES
(a) The Company covenants that all Warrant Shares will, upon
issuance, be (i) duly authorized, fully paid and non-assessable, and (ii) free
from all liens, charges and security interests, except as arising from
applicable Federal and state securities laws.
(b) The Company shall register this Warrant upon records to be
maintained by the Company for that purpose in the name of the record holder of
such Warrant from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner thereof for the purpose of any
exercise thereof, any distribution to the Holder thereof and for all other
purposes.
(c) The Company will not, by amendment of its articles of
incorporation, by-laws 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 Warrant and in the taking of all action necessary or appropriate in order
to protect the rights of the Holder to exercise this Warrant, or against
impairment of such rights.
3. ADJUSTMENTS OF EXERCISE PRICE, NUMBER
AND TYPE OF WARRANT SHARES
(a) The Exercise Price and the number of shares purchasable upon
the exercise of this Warrant shall be subject to adjustment from time to time
upon the occurrence of certain events described in this Section 3(a).
(i) Subdivision or Combination of Stock. In case the
Company shall at any time subdivide (whether by way of stock dividend, stock
split or otherwise) its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
shall be proportionately increased, and conversely, in case the outstanding
shares of Common Stock of the Company shall be combined (whether by way of
stock combination, reverse stock split or otherwise) into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares shall be
proportionately decreased. The Exercise Price and the Warrant Shares, as
so adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described in this Section 3(a)(i).
(ii) Dividends in Stock, Property, Reclassification. If at
any time, or from time to time, all of the holders of Common Stock (or any
shares of stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received or become entitled to receive, without
payment therefore:
(A) any shares of stock or other securities that are at any time
directly or indirectly convertible into or exchangeable for Common Stock, or
any rights or options to subscribe for, purchase or otherwise acquire any of
the foregoing by way of dividend or other distribution, or
(B) additional stock or other securities or property (including
cash) by way of spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock issued as a
stock split or adjustments in respect of which shall be covered by the terms of
Section 3(a)(i) above), then and in each such case, the Exercise Price and the
number of Warrant Shares to be obtained upon exercise of this Warrant shall be
adjusted proportionately, and the Holder hereof shall, upon the exercise of
this Warrant, be entitled to receive, in addition to the number of shares of
Common Stock receivable thereupon, and without payment of any additional
consideration therefor, the amount of stock and other securities and property
(including cash in the cases referred to above) that such Holder would hold on
the date of such exercise had such Holder been the holder of record of such
Common Stock as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other
securities and property. The Exercise Price and the Warrant Shares, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described in this Section 3(a)(ii).
(iii) Reorganization, Reclassification, Consolidation, Merger or
Sale. If any recapitalization, reclassification (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up, or combination of
shares) or reorganization of the capital stock of the Company, or any
consolidation or merger of the
Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument reasonably satisfactory in form and substance to the Holder, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 5 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 5-day period commencing on the date of such notice to the effective date of the event triggering such notice instead of giving effect to the provisions in this Section 3(a)(iii).
(b) Certificate as to Adjustments. Upon the occurrence of
each adjustment or readjustment pursuant to this Section 3, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to Holder of this Warrant a certificate setting
forth such adjustment or readjustment and showing in detail the facts upon
which such adjustment or readjustment is based. The Company shall promptly
furnish or cause to be furnished to Holder a like certificate setting forth:
(i) such adjustments and readjustments; and (ii) the number of shares and the
amount, if any, of other property which at the time would be received upon the
exercise of the Warrant.
(c) Certain Events. If any event occurs as to which the
other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under
this Warrant in accordance with the basic intent and principles of such
provisions, or if strictly applicable would not fairly protect the purchase
rights of the Holder under this Warrant in accordance with the basic intent and
principles of such provisions, then the Company’s Board of Directors will, in
good faith, make an appropriate adjustment to protect the rights of the Holder;
provided, that no such adjustment pursuant to this Section 3(c) will
increase the Exercise Price or decrease the number of Warrant Shares as
otherwise determined pursuant to this Section 3.
4. TRANSFERS AND EXCHANGES OF WARRANT
AND WARRANT SHARES
(a) Restrictions on Transfers. Neither this Warrant nor any
Warrant Shares may be transferred at any time unless (i) registered pursuant to
an effective registration statement under the Securities Act or (ii) pursuant
to a valid exemption from such registration and Holder provides to the Company
a written opinion of legal counsel addressed to the Company that the proposed
transfer of the Warrant or the Warrant Shares may be effected pursuant to such
exemption from registration under the Securities Act, which opinion will be in
form and from counsel reasonably satisfactory to the Company.
(b) Registration of Transfers and Exchanges. Subject to
Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary
of the Company at its principal offices or at such other office or agency as
the Company may specify in writing to the Holder, the Company shall register
the transfer of all or any portion of this Warrant. Upon such registration of
transfer, the Company shall issue a new Warrant, in substantially the form of
this Warrant, evidencing the acquisition rights transferred to the transferee
and a new Warrant, in similar form, evidencing the remaining acquisition rights
not transferred, to the Holder requesting the transfer.
(c) Warrant Exchangeable for Different Denominations. The
Holder may exchange this Warrant for a new Warrant or Warrants, in
substantially the form of this Warrant, evidencing in the aggregate the right
to purchase the number of Warrant Shares which may then be purchased hereunder,
each of such new Warrants to be dated the date of such exchange and to
represent the right to purchase such number of Warrant Shares as shall be
designated by the Holder. The Holder shall surrender this Warrant with duly
executed instructions regarding such re-certification of this Warrant to the
Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Holder.
5. MUTILATED OR MISSING WARRANT
CERTIFICATE
If this Warrant is mutilated, lost,
stolen or destroyed, upon request by the Holder, the Company will, at its
expense, issue, in exchange for and upon cancellation of the mutilated Warrant,
or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in
substantially the form of this Warrant, representing the right to acquire the
equivalent number of Warrant Shares; provided, that, as a prerequisite
to the issuance of a substitute Warrant, the Company may require satisfactory
evidence of loss, theft or destruction as well as an indemnity from the Holder
of a lost, stolen or destroyed Warrant.
6.
PAYMENT OF TAXES
The Company will pay all transfer and
stock issuance taxes attributable to the preparation, issuance and delivery of
this Warrant and the Warrant Shares (and replacement Warrants) including,
without limitation, all documentary and stamp taxes; provided, however,
that the Company shall not be required to pay any tax in respect of the
transfer of this Warrant, or the issuance or delivery of certificates for
Warrant Shares or other securities in respect of the Warrant Shares to any
person or entity other than to the Holder.
7. FRACTIONAL WARRANT SHARES
No fractional Warrant Shares shall be
issued upon exercise of this Warrant. The Company, in lieu of issuing any
fractional Warrant Share, shall round up the number of Warrant Shares issuable
to nearest whole share.
8. NO STOCK RIGHTS AND LEGEND
No holder of this Warrant, as such, shall
be entitled to vote or be deemed the holder of any other securities of the
Company that may at any time be issuable on the exercise hereof, nor shall
anything contained herein be construed to confer upon the holder of this
Warrant, as such, the rights of a stockholder of the Company or the right to
vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or give or withhold consent to any corporate action or
to receive notice of meetings or other actions affecting stockholders (except
as provided herein), or to receive dividends or subscription rights or
otherwise (except as provide herein).
Unless (i) a registration statement
covering the Warrant Shares is effective at any time that this Warrant is
exercised or (ii) this Warrant is exercised pursuant to Section 1(e) more than
six months after the Effective Date, each certificate for Warrant Shares
initially issued upon the exercise of this Warrant and shall be stamped or
otherwise imprinted with a legend in substantially the following form:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED.”
9. [INTENTIONALLY OMITTED]
10. REPORTS TO THE SEC
The Company shall use its reasonable
best efforts to timely file all reports and other documents required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations promulgated by the SEC thereunder (or, if the Company is not
required to file such reports, it shall, upon the request of any Holder, make
available such information as necessary to permit sales pursuant to exemptions
from registration under Rule 144 or Regulation S under the Securities Act, to
the extent such exemptions are available). The Company’s obligations
under this Section 10 shall, notwithstanding the Expiration Date of this
Warrant, terminate on March 31, 2026.
11. NOTICES
All notices, consents, waivers, and
other communications under this Warrant must be in writing and will be deemed
given to a party when (a) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid); (b) sent by
e-mail; (c) received or rejected by the addressee, if sent by certified mail,
return receipt requested, if to the registered Holder hereof; or (d) seven days
after the placement of the notice into the mails (first class postage prepaid),
to the Holder, to ___________________________, or if to the Company, to it at 1120 N. Town Center Drive, #160,
Las Vegas, NV 89144,
Attention: Ronald Boreta, Chief Executive Officer (or to such other address or
e-mail address as the Holder or the Company as a party may designate by notice
the other party).
12. SEVERABILITY
If a court of competent jurisdiction holds
any provision of this Warrant invalid or unenforceable, the other provisions of
this Warrant will remain in full force and effect. Any provision of this
Warrant held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
13. BINDING EFFECT
This Warrant shall be binding upon and
inure to the sole and exclusive benefit of the Company, its successors and
assigns, the registered Holder or Holders from time to time of this Warrant and
the Warrant Shares.
14. SURVIVAL OF RIGHTS AND DUTIES
Except as otherwise expressly provided
herein, this Warrant shall terminate and be of no further force and effect on
the earlier of 5:00 P.M., Pacific Time, on the Expiration Date or the date on
which this Warrant has been exercised in full.
15. GOVERNING LAW
This Warrant will be governed by and
construed under the laws of the State of Nevada without regard to conflicts of
laws principles that would require the application of any other law.
16. DISPUTE RESOLUTION
In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall submit the disputed determinations or
arithmetic calculations via email within five Business Days of receipt of the
Notice of Exercise giving rise to such dispute, as the case may be, to the
Holder. If the Holder and the Company are unable to agree upon such
determination or calculation of the Exercise Price or the Warrant Shares within
five Business Days of such disputed determination or arithmetic calculation
being submitted to the Holder, then the Company shall, within five Business
Days, submit via email (a) the disputed determination of the Exercise Price to
an independent, reputable investment bank selected by the Company and approved
by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares
to the Company’s then independent, outside accountant. The Company shall cause
at its expense the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the
Holder of the results no later than ten (10) Business Days from the time it
receives the disputed determinations or calculations. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.
17. NOTICES OF RECORD DATE
Upon (a) any establishment by the Company
of a record date of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or right or option to acquire securities of the Company, or
any other right, or (b) any capital reorganization, reclassification,
recapitalization, merger or consolidation of the Company with or into any other
corporation, any transfer of all or substantially all the assets of the
Company, or any voluntary or involuntary dissolution, liquidation or winding up
of the Company, or the sale, in a single transaction, of a majority of the
Company’s voting stock (whether newly issued, or from treasury, or previously
issued and then outstanding, or any combination thereof), the Company shall
email to the Holder at least ten (10) Business Days, or such longer period as
may be required by law, prior to the record date specified therein, a notice
specifying (i) the date established as the record date for the purpose of such
dividend, distribution, option or right and a description of such dividend,
option or right, (ii) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up, or sale is expected to become effective and (iii) the date, if any,
fixed as to when the holders of record of Common Stock shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, transfer, consolation,
merger, dissolution, liquidation or winding up.
18. RESERVATION OF SHARES
The Company shall reserve and keep
available out of its authorized but unissued shares of Common Stock for
issuance upon the exercise of this Warrant, free from pre-emptive rights, such
number of shares of Common Stock for which this Warrant shall from time to time
be exercisable. The Company will take all such reasonable action as may
be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation. Without limiting
the generality of the foregoing, the Company covenants that it will use
commercially reasonable efforts to take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant and use
commercially reasonable efforts to obtain all such authorizations, exemptions
or consents, including but not limited to consents from the Company’s
stockholders or Board of Directors or any public regulatory body, as may be
necessary to enable the Company to perform its obligations under this Warrant.
19.
NO THIRD PARTY RIGHTS
This Warrant is not intended, and will not
be construed, to create any rights in any parties other than the Company and
the Holder, and no person or entity may assert any rights as third-party
beneficiary hereunder.
20. SECTION
HEADINGS
The Section headings in this Warrant are
for purposes of convenience only and shall not constitute a part hereof.
IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed as of the date first set forth above.
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GLOBAL
ACQUISITIONS CORPORATION By:
/s/ Ronald Boreta Name:
Ronald Boreta Title:
President and Chief Executive Officer |
EXHIBIT A
NOTICE OF EXERCISE
(To be executed by the Holder of Warrant
if such Holder desires to exercise Warrant)
To Global Acquisitions Corporation:
The undersigned hereby irrevocably elects
to exercise this Warrant and to purchase thereunder, ___________________ full
shares of Global Acquisitions Corporation common stock issuable upon exercise
of the Warrant and delivery of:
$_________ (in cash as provided for in the
foregoing Warrant) and any applicable taxes payable by the undersigned pursuant
to such Warrant.
The undersigned requests that certificates
for such shares be issued in the name of:
_________________________________________
(Please print name, address and social security or federal
employer
identification number (if applicable))
_________________________________________
_________________________________________
If the shares issuable upon this exercise
of the Warrant are not all of the Warrant Shares which the Holder is entitled
to acquire upon the exercise of the Warrant, the undersigned requests that a
new Warrant evidencing the rights not so exercised be issued in the name of and
delivered to:
_________________________________________
(Please print name, address and social security or federal
employer
identification number (if applicable))
_________________________________________
_________________________________________
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Name
of Holder (print): _____________________________ (Signature):
______________________________________ (By:)
___________________________________________ (Title:)
__________________________________________ Dated:
__________________________________________ |
EXHIBIT B
FORM OF ASSIGNMENT
FOR VALUE RECEIVED,
___________________________________ hereby sells, assigns and transfers to each
assignee set forth below all of the rights of the undersigned under the Warrant
(as defined in and evidenced by the attached Warrant) to acquire the number of
Warrant Shares set opposite the name of such assignee below and in and to the
foregoing Warrant with respect to said acquisition rights and the shares
issuable upon exercise of the Warrant:
Name of Assignee |
Address |
Number of Shares |
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If the total of the Warrant Shares are not
all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned
requests that a new Warrant evidencing the right to acquire the Warrant Shares
not so assigned be issued in the name of and delivered to the undersigned.
Attached hereto is a written opinion of
legal counsel addressed to the Company that the proposed transfer of the
Warrant may be effected pursuant to a valid exemption from registration under
the Securities Act.
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Name
of Holder (print): _________________________ (Signature):
__________________________________ (By:)
_______________________________________ (Title:)
______________________________________ Dated:
______________________________________ |
EXHIBIT C GLOBAL ACQUISITIONS CORPORATION NET
ISSUE ELECTION NOTICE
To: [Name]
Date: [_______________]
The undersigned hereby elects under Section 1(e) of this
Warrant to surrender the right to purchase [________________] Shares pursuant
to this Warrant and hereby requests the issuance of [______________] Shares.
Signature |
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Name
for Registration |
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Mailing
Address |
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NEITHER THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
COMPANY RECEIVES AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED.
Effective
Date: March 6, 2025 |
Void After: March 5, 2030 |
GLOBAL ACQUISITIONS CORPORATION
FORM OF
WARRANT TO PURCHASE COMMON STOCK
Global Acquisitions Corporation, a Nevada
corporation (the “Company”), for value received on March 6,
2025 (the “Effective Date”), hereby issues to Justin Gimblestob (the
“Holder”) this Warrant (the “Warrant”) to purchase
up to 500,000 shares (each such share as from time to time adjusted as
hereinafter provided being a “Warrant Share” or “Share”
and all such shares being the “Warrant Shares” or “Shares”)
of the Company’s Common Stock (as defined below), at the Exercise Price (as
defined below), as adjusted from time to time as provided herein, on or before March
5, 2030 (the “Expiration Date”), all subject to the following
terms and conditions.
As used in this Warrant, (i) “Business
Day” means any day other than Saturday, Sunday or any other day on
which commercial banks in the City of Las Vegas, Nevada, are authorized or
required by law or executive order to close; (ii) “Common Stock”
means the common stock of the Company, par value $0.001 per share, including
any securities issued or issuable with respect thereto or into which or for
which such shares may be exchanged for, or converted into, pursuant to any
stock dividend, stock split, stock combination, recapitalization,
reclassification, reorganization or other similar event; (iii) “Exercise
Price” means $1.70 per share of Common Stock, subject to adjustment as
provided herein; (iv) “Trading Day” means any day on which the
Common Stock is traded on the primary national or regional stock exchange on
which the Common Stock is listed, or if not so listed, the over-the-counter
market (including as quoted by the OTC Markets Group, Inc.), if quoted thereon, is open for the transaction of business; and (v) “Affiliate”
means any person that, directly or indirectly, through one or more intermediaries,
controls, is controlled by, or is under common control with, a person, as such
terms are used and construed in Rule 144 promulgated under the Securities Act
of 1933, as amended (the “Securities Act”).
1.
DURATION AND EXERCISE OF WARRANTS
(a) Exercisability; Expiration. The Holder may
exercise this Warrant for up to a maximum of enter one-half of total Warrant
Shares on any Business Day prior to the one-year anniversary of the Effective
Date. Beginning on the one-year anniversary of the Effective Date, the
Holder may exercise this Warrant for up to all of the remaining Warrant Shares
on any Business Day on or before 5:00 P.M., Pacific Time, on the Expiration
Date, at which time this Warrant shall become void and of no value.
(b)
Exercise Procedures.
(i) While this Warrant remains outstanding and exercisable in
accordance with Section 1(a), the Holder may exercise any portion of this
Warrant in whole or in part at any time and from time to time by:
(A) delivery to the Company of a duly executed copy of the Notice
of Exercise attached as Exhibit A;
(B) surrender of this Warrant to the Secretary of the Company at
its principal offices or at such other office or agency as the Company may
specify in writing to the Holder; and
(C) payment of the then-applicable Exercise Price per share
multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the
form of cash, or by certified check, bank draft or money order payable in
lawful money of the United States of America or in the form of a net issuance
exercise permitted and provided for in Section 1(e) below.
(ii) Upon the exercise of this Warrant in compliance with the
provisions of this Section 1(b), the Company shall promptly issue and cause to
be delivered to the Holder a certificate for the Warrant Shares purchased by
the Holder. Each exercise of this Warrant shall be effective immediately
prior to the close of business on the date (the “Date of Exercise”)
that the conditions set forth in Section 1(b) have been satisfied, as the case
may be. On the first Business Day following the date on which the Company
has received each of the Notice of Exercise and the Aggregate Exercise Price (the
“Exercise Delivery Documents”), the Company shall transmit an
acknowledgment of receipt of the Exercise Delivery Documents to the Company’s
transfer agent (the “Transfer Agent”). On or before the fifth
Business Day following the date on which the Company has received all of the
Exercise Delivery Documents (the “Share Delivery Date”), the
Company shall issue and dispatch by overnight courier to the address as
specified in the Notice of Exercise, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder is entitled pursuant to such
exercise unless the Holder instructs the Company to issue the Shares in “book-entry” format. Upon
delivery of the Exercise Delivery Documents, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the certificates or of “book-entry”
notation evidencing such Warrant Shares.
(d) Partial Exercise. Any portion of this Warrant
shall be exercisable, either in its entirety or, from time to time, for part
only of the number of Warrant Shares referenced by this Warrant. If this Warrant
is exercised in part, the Company shall issue, at its expense, a new Warrant,
in substantially the form of this Warrant, referencing such reduced number of
Warrant Shares that remain subject to this Warrant.
(e) Net Issuance Exercise. Notwithstanding
any other provision contained herein to the contrary, the Holder may elect to
receive, without the payment by the Holder of the aggregate Exercise Price in
respect of the Shares to be acquired, Shares equal to the value of this Warrant
or any portion hereof by the surrender of this Warrant (or such portion of this
Warrant being so exercised) together with the Net Issue Election Notice annexed
hereto as Exhibit C duly executed, at the office of the Company.
Thereupon, the Company shall issue to the Holder such number of fully paid,
validly issued and non-assessable Shares as is computed using the following
formula:
where
X = the number of Shares which the Holder has then
requested be issued to the Holder;
Y = the number of Shares covered by this Warrant that
the Holder is surrendering at such time for net issuance exercise (including
both shares to be issued to the Holder and shares to be canceled as payment
therefor);
A = the Fair Market Value (as defined below) of one
Share as at the time the net issue election is made; and
B = the Exercise Price in effect under
this Warrant at the time the net issue election is made.
As used herein, "Fair Market
Value" means, as of any particular date: (a) the volume weighted
average of the closing sales prices of the Common Stock for such day on all
domestic securities exchanges on which the Common Stock may at the time be
listed; (b) if there have been no sales of the Common Stock on any such
exchange on any such day, the average of the highest bid and lowest asked
prices for the Common Stock on all such exchanges at the end of such day; (c)
if on any such day the Common Stock is not listed on a domestic securities
exchange, the closing sales price of the Common Stock as quoted on any tier of
the OTC Market Group (including Pink Market) or similar quotation system or
association for such day; or (d) if there have been no sales of the Common
Stock on any tier of the OTC Market Group (including “Pink” market) or similar quotation system or association on
such day, the average of the highest bid and lowest asked prices for the Common
Stock quoted on the any tier of the OTC Market Group (including Pink Market) or
similar quotation system or association at the end of such day; in each case,
averaged over twenty (20) consecutive Business Days ending on the Business Day
immediately prior to the day as of which "Fair Market Value" is being determined; provided,
that if the Common Stock is listed on any domestic securities exchange, the
term "Business Day"
as used in this sentence means Business Days on which such exchange is open for
trading.
If at any time the Common Stock is not
listed on any domestic securities exchange or quoted on any tier of the OTC
Market Group (including Pink Market) or similar quotation system or
association, the "Fair Market
Value" of the Common Stock shall be the fair market value per
share as determined jointly by the Board and the Holder; provided, that
if the Board and the Holder are unable to agree on the fair market value per
share of the Common Stock within a reasonable period of time (not to exceed
fifteen (15) days from the Company's receipt of the Exercise Agreement), such
fair market value shall be determined by a nationally recognized investment
banking, accounting or valuation firm engaged by the Company). The
determination of such firm shall be final and conclusive, and the fees and
expenses of such valuation firm shall be borne in equal parts by the Company
and the Holder. In so determining the Fair Market Value of the Common
Stock, an orderly sale transaction between a willing buyer and a willing seller
shall be assumed, using valuation techniques then prevailing in the securities
industry without regard to the lack of liquidity of the Common Stock due to any
restrictions (contractual or otherwise) applicable thereto or any discount for
minority interests, and assuming full disclosure of all relevant information
and a reasonable period of time for effectuating such sale and assuming the
sale of all of the issued and outstanding Common Stock (including fractional
interests) calculated on a fully diluted basis to include the conversion or
exchange of all securities then outstanding that are convertible into or
exchangeable for Common Stock and the exercise of all rights and warrants then
outstanding and exercisable to purchase shares of Common Stock or securities
convertible into or exchangeable for shares of Common Stock; provided,
that such assumption shall not include those securities, rights and warrants
(a) owned or held by or for the account of the Company or any of its
subsidiaries, or (b) convertible or exchangeable into Common Stock where the
conversion, exchange, or exercise price per share is greater than the Fair
Market Value.
(f) Disputes. In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall promptly issue to the Holder the number of
Warrant Shares that are not disputed and resolve such dispute in accordance with
Section 16.
2.
ISSUANCE OF WARRANT SHARES
(a) The Company covenants that all Warrant Shares will, upon
issuance, be (i) duly authorized, fully paid and non-assessable, and (ii) free
from all liens, charges and security interests, except as arising from
applicable Federal and state securities laws.
(b) The Company shall register this Warrant upon records to be
maintained by the Company for that purpose in the name of the record holder of
such Warrant from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner thereof for the purpose of any
exercise thereof, any distribution to the Holder thereof and for all other
purposes.
(c) The Company will not, by amendment of its articles of incorporation,
by-laws 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 Warrant and in
the taking of all action necessary or appropriate in order to protect the
rights of the Holder to exercise this Warrant, or against impairment of such
rights.
3. ADJUSTMENTS OF EXERCISE PRICE, NUMBER
AND TYPE OF WARRANT SHARES
(a) The Exercise Price and the number of shares purchasable upon
the exercise of this Warrant shall be subject to adjustment from time to time
upon the occurrence of certain events described in this Section 3(a).
(i) Subdivision or Combination of Stock. In case the
Company shall at any time subdivide (whether by way of stock dividend, stock
split or otherwise) its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
shall be proportionately increased, and conversely, in case the outstanding
shares of Common Stock of the Company shall be combined (whether by way of
stock combination, reverse stock split or otherwise) into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination
shall be proportionately increased and the number of Warrant Shares shall be
proportionately decreased. The Exercise Price and the Warrant Shares, as
so adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described in this Section 3(a)(i).
(ii) Dividends in Stock, Property, Reclassification. If at
any time, or from time to time, all of the holders of Common Stock (or any
shares of stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received or become entitled to receive, without
payment therefore:
(A) any shares of stock or other securities that are at any time
directly or indirectly convertible into or exchangeable for Common Stock, or
any rights or options to subscribe for, purchase or otherwise acquire any of
the foregoing by way of dividend or other distribution, or
(B) additional stock or other securities or property (including
cash) by way of spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock issued as a
stock split or adjustments in respect of which shall be covered by the terms of
Section 3(a)(i) above), then and in each such case, the Exercise Price and the
number of Warrant Shares to be obtained upon exercise of this Warrant shall be
adjusted proportionately, and the Holder hereof shall, upon the exercise of
this Warrant, be entitled to receive, in addition to the number of shares of
Common Stock receivable thereupon, and without payment of any additional
consideration therefor, the amount of stock and other securities and property
(including cash in the cases referred to above) that such Holder would hold on
the date of such exercise had such Holder been the holder of record of such
Common Stock as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other
securities and property. The Exercise Price and the Warrant Shares, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described in this Section 3(a)(ii).
(iii) Reorganization, Reclassification, Consolidation, Merger or
Sale. If any recapitalization, reclassification (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up, or combination of
shares) or reorganization of the capital stock of the Company, or any
consolidation or merger of the
Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument reasonably satisfactory in form and substance to the Holder, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 5 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 5-day period commencing on the date of such notice to the effective date of the event triggering such notice instead of giving effect to the provisions in this Section 3(a)(iii).
(b) Certificate as to Adjustments. Upon the occurrence of
each adjustment or readjustment pursuant to this Section 3, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall promptly
furnish or cause to be furnished to Holder a like certificate setting forth:
(i) such adjustments and readjustments; and (ii) the number of shares and the
amount, if any, of other property which at the time would be received upon the
exercise of the Warrant.
(c) Certain Events. If any event occurs as to which the
other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under
this Warrant in accordance with the basic intent and principles of such
provisions, or if strictly applicable would not fairly protect the purchase
rights of the Holder under this Warrant in accordance with the basic intent and
principles of such provisions, then the Company’s Board of Directors will, in
good faith, make an appropriate adjustment to protect the rights of the Holder;
provided, that no such adjustment pursuant to this Section 3(c) will
increase the Exercise Price or decrease the number of Warrant Shares as
otherwise determined pursuant to this Section 3.
4. TRANSFERS AND EXCHANGES OF WARRANT
AND WARRANT SHARES
(a) Restrictions on Transfers. Neither this Warrant nor any
Warrant Shares may be transferred at any time unless (i) registered pursuant to
an effective registration statement under the Securities Act or (ii) pursuant
to a valid exemption from such registration and Holder provides to the Company
a written opinion of legal counsel addressed to the Company that the proposed
transfer of the Warrant or the Warrant Shares may be effected pursuant to such
exemption from registration under the Securities Act, which opinion will be in
form and from counsel reasonably satisfactory to the Company.
(b) Registration of Transfers and Exchanges. Subject to
Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary
of the Company at its principal offices or at such other office or agency as
the Company may specify in writing to the Holder, the Company shall register
the transfer of all or any portion of this Warrant. Upon such registration of
transfer, the Company shall issue a new Warrant, in substantially the form of
this Warrant, evidencing the acquisition rights transferred to the transferee
and a new Warrant, in similar form, evidencing the remaining acquisition rights
not transferred, to the Holder requesting the transfer.
(c) Warrant Exchangeable for Different Denominations. The
Holder may exchange this Warrant for a new Warrant or Warrants, in
substantially the form of this Warrant, evidencing in the aggregate the right
to purchase the number of Warrant Shares which may then be purchased hereunder,
each of such new Warrants to be dated the date of such exchange and to
represent the right to purchase such number of Warrant Shares as shall be
designated by the Holder. The Holder shall surrender this Warrant with duly
executed instructions regarding such re-certification of this Warrant to the
Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Holder.
5. MUTILATED OR MISSING WARRANT
CERTIFICATE
If this Warrant is mutilated, lost,
stolen or destroyed, upon request by the Holder, the Company will, at its
expense, issue, in exchange for and upon cancellation of the mutilated Warrant,
or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in
substantially the form of this Warrant, representing the right to acquire the
equivalent number of Warrant Shares; provided, that, as a prerequisite
to the issuance of a substitute Warrant, the Company may require satisfactory
evidence of loss, theft or destruction as well as an indemnity from the Holder
of a lost, stolen or destroyed Warrant.
6.
PAYMENT OF TAXES
The Company will pay all transfer and
stock issuance taxes attributable to the preparation, issuance and delivery of
this Warrant and the Warrant Shares (and replacement Warrants) including,
without limitation, all documentary and stamp taxes; provided, however,
that the Company shall not be required to pay any tax in respect of the
transfer of this Warrant, or the issuance or delivery of certificates for
Warrant Shares or other securities in respect of the Warrant Shares to any
person or entity other than to the Holder.
7. FRACTIONAL WARRANT SHARES
No fractional Warrant Shares shall be
issued upon exercise of this Warrant. The Company, in lieu of issuing any
fractional Warrant Share, shall round up the number of Warrant Shares issuable
to nearest whole share.
8. NO STOCK RIGHTS AND LEGEND
No holder of this Warrant, as such, shall
be entitled to vote or be deemed the holder of any other securities of the
Company that may at any time be issuable on the exercise hereof, nor shall
anything contained herein be construed to confer upon the holder of this
Warrant, as such, the rights of a stockholder of the Company or the right to
vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or give or withhold consent to any corporate action or
to receive notice of meetings or other actions affecting stockholders (except
as provided herein), or to receive dividends or subscription rights or
otherwise (except as provide herein).
Unless (i) a registration statement
covering the Warrant Shares is effective at any time that this Warrant is
exercised or (ii) this Warrant is exercised pursuant to Section 1(e) more than
six months after the Effective Date, each certificate for Warrant Shares
initially issued upon the exercise of this Warrant and shall be stamped or
otherwise imprinted with a legend in substantially the following form:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED.”
9. [INTENTIONALLY OMITTED]
10. REPORTS TO THE SEC
The Company shall use its reasonable
best efforts to timely file all reports and other documents required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations promulgated by the SEC thereunder (or, if the Company is not
required to file such reports, it shall, upon the request of any Holder, make
available such information as necessary to permit sales pursuant to exemptions
from registration under Rule 144 or Regulation S under the Securities Act, to
the extent such exemptions are available). The Company’s obligations
under this Section 10 shall, notwithstanding the Expiration Date of this
Warrant, terminate on March 31, 2026.
11. NOTICES
All notices, consents, waivers, and
other communications under this Warrant must be in writing and will be deemed
given to a party when (a) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid); (b) sent by
e-mail; (c) received or rejected by the addressee, if sent by certified mail,
return receipt requested, if to the registered Holder hereof; or (d) seven days
after the placement of the notice into the mails (first class postage prepaid),
to the Holder, to ___________________________, or if to the Company, to it at 1120 N. Town Center Drive, #160, Las
Vegas, NV 89144, Attention:
Ronald Boreta, Chief Executive Officer (or to such other address or e-mail
address as the Holder or the Company as a party may designate by notice the
other party).
12. SEVERABILITY
If a court of competent jurisdiction holds
any provision of this Warrant invalid or unenforceable, the other provisions of
this Warrant will remain in full force and effect. Any provision of this
Warrant held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
13. BINDING EFFECT
This Warrant shall be binding upon and
inure to the sole and exclusive benefit of the Company, its successors and
assigns, the registered Holder or Holders from time to time of this Warrant and
the Warrant Shares.
14. SURVIVAL OF RIGHTS AND DUTIES
Except as otherwise expressly provided
herein, this Warrant shall terminate and be of no further force and effect on
the earlier of 5:00 P.M., Pacific Time, on the Expiration Date or the date on
which this Warrant has been exercised in full.
15. GOVERNING LAW
This Warrant will be governed by and
construed under the laws of the State of Nevada without regard to conflicts of
laws principles that would require the application of any other law.
16. DISPUTE RESOLUTION
In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall submit the disputed determinations or
arithmetic calculations via email within five Business Days of receipt of the
Notice of Exercise giving rise to such dispute, as the case may be, to the
Holder. If the Holder and the Company are unable to agree upon such
determination or calculation of the Exercise Price or the Warrant Shares within
five Business Days of such disputed determination or arithmetic calculation
being submitted to the Holder, then the Company shall, within five Business
Days, submit via email (a) the disputed determination of the Exercise Price to
an independent, reputable investment bank selected by the Company and approved
by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares
to the Company’s then independent, outside accountant. The Company shall cause
at its expense the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the
Holder of the results no later than ten (10) Business Days from the time it
receives the disputed determinations or calculations. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.
17. NOTICES OF RECORD DATE
Upon (a) any establishment by the Company
of a record date of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or right or option to acquire securities of the Company, or
any other right, or (b) any capital reorganization, reclassification,
recapitalization, merger or consolidation of the Company with or into any other
corporation, any transfer of all or substantially all the assets of the
Company, or any voluntary or involuntary dissolution, liquidation or winding up
of the Company, or the sale, in a single transaction, of a majority of the
Company’s voting stock (whether newly issued, or from treasury, or previously
issued and then outstanding, or any combination thereof), the Company shall
email to the Holder at least ten (10) Business Days, or such longer period as
may be required by law, prior to the record date specified therein, a notice
specifying (i) the date established as the record date for the purpose of such
dividend, distribution, option or right and a description of such dividend,
option or right, (ii) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up, or sale is expected to become effective and (iii) the date, if any,
fixed as to when the holders of record of Common Stock shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, transfer, consolation,
merger, dissolution, liquidation or winding up.
18. RESERVATION OF SHARES
The Company shall reserve and keep
available out of its authorized but unissued shares of Common Stock for
issuance upon the exercise of this Warrant, free from pre-emptive rights, such
number of shares of Common Stock for which this Warrant shall from time to time
be exercisable. The Company will take all such reasonable action as may
be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation. Without limiting
the generality of the foregoing, the Company covenants that it will use
commercially reasonable efforts to take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant and use
commercially reasonable efforts to obtain all such authorizations, exemptions
or consents, including but not limited to consents from the Company’s
stockholders or Board of Directors or any public regulatory body, as may be
necessary to enable the Company to perform its obligations under this Warrant.
19.
NO THIRD PARTY RIGHTS
This Warrant is not intended, and will not
be construed, to create any rights in any parties other than the Company and
the Holder, and no person or entity may assert any rights as third-party
beneficiary hereunder.
20. SECTION
HEADINGS
The Section headings in this Warrant are
for purposes of convenience only and shall not constitute a part hereof.
IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed as of the date first set forth above.
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GLOBAL
ACQUISITIONS CORPORATION By:
/s/ Ronald Boreta Name:
Ronald Boreta Title:
President and Chief Executive Officer |
EXHIBIT A
NOTICE OF EXERCISE
(To be executed by the Holder of Warrant
if such Holder desires to exercise Warrant)
To Global Acquisitions Corporation:
The undersigned hereby irrevocably elects
to exercise this Warrant and to purchase thereunder, ___________________ full
shares of Global Acquisitions Corporation common stock issuable upon exercise
of the Warrant and delivery of:
$_________ (in cash as provided for in the
foregoing Warrant) and any applicable taxes payable by the undersigned pursuant
to such Warrant.
The undersigned requests that certificates
for such shares be issued in the name of:
_________________________________________
(Please print name, address and social security or federal
employer
identification number (if applicable))
_________________________________________
_________________________________________
If the shares issuable upon this exercise
of the Warrant are not all of the Warrant Shares which the Holder is entitled
to acquire upon the exercise of the Warrant, the undersigned requests that a
new Warrant evidencing the rights not so exercised be issued in the name of and
delivered to:
_________________________________________
(Please print name, address and social security or federal
employer
identification number (if applicable))
_________________________________________
_________________________________________
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Name
of Holder (print): _____________________________ (Signature):
______________________________________ (By:)
___________________________________________ (Title:)
__________________________________________ Dated:
__________________________________________ |
EXHIBIT B
FORM OF ASSIGNMENT
FOR VALUE RECEIVED,
___________________________________ hereby sells, assigns and transfers to each
assignee set forth below all of the rights of the undersigned under the Warrant
(as defined in and evidenced by the attached Warrant) to acquire the number of
Warrant Shares set opposite the name of such assignee below and in and to the
foregoing Warrant with respect to said acquisition rights and the shares
issuable upon exercise of the Warrant:
Name of Assignee |
Address |
Number of Shares |
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If the total of the Warrant Shares are not
all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned
requests that a new Warrant evidencing the right to acquire the Warrant Shares
not so assigned be issued in the name of and delivered to the undersigned.
Attached hereto is a written opinion of
legal counsel addressed to the Company that the proposed transfer of the
Warrant may be effected pursuant to a valid exemption from registration under
the Securities Act.
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Name
of Holder (print): _________________________ (Signature):
__________________________________ (By:)
_______________________________________ (Title:)
______________________________________ Dated:
______________________________________ |
EXHIBIT C GLOBAL ACQUISITIONS CORPORATION NET
ISSUE ELECTION NOTICE
To: [Name]
Date: [_______________]
The undersigned hereby elects under Section 1(e) of this
Warrant to surrender the right to purchase [________________] Shares pursuant
to this Warrant and hereby requests the issuance of [______________] Shares.
Signature |
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Name
for Registration |
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Mailing
Address |
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NEITHER THE SECURITIES REPRESENTED BY THIS
CERTIFICATE NOR THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES
LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
COMPANY RECEIVES AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATION IS NOT REQUIRED.
Effective
Date: March 6, 2025 |
Void After: March 5, 2030 |
GLOBAL ACQUISITIONS CORPORATION
FORM OF
WARRANT TO PURCHASE COMMON STOCK
Global Acquisitions Corporation, a Nevada
corporation (the “Company”), for value received on March 6,
2025 (the “Effective Date”), hereby issues to Darren Cahill (the
“Holder”) this Warrant (the “Warrant”) to purchase
up to 250,000 shares (each such share as from time to time adjusted as
hereinafter provided being a “Warrant Share” or “Share”
and all such shares being the “Warrant Shares” or “Shares”)
of the Company’s Common Stock (as defined below), at the Exercise Price (as
defined below), as adjusted from time to time as provided herein, on or before March
5, 2030 (the “Expiration Date”), all subject to the following
terms and conditions.
As used in this Warrant, (i) “Business
Day” means any day other than Saturday, Sunday or any other day on
which commercial banks in the City of Las Vegas, Nevada, are authorized or
required by law or executive order to close; (ii) “Common Stock”
means the common stock of the Company, par value $0.001 per share, including
any securities issued or issuable with respect thereto or into which or for
which such shares may be exchanged for, or converted into, pursuant to any
stock dividend, stock split, stock combination, recapitalization,
reclassification, reorganization or other similar event; (iii) “Exercise
Price” means $1.70 per share of Common Stock, subject to adjustment as
provided herein; (iv) “Trading Day” means any day on which the
Common Stock is traded on the primary national or regional stock exchange on
which the Common Stock is listed, or if not so listed, the over-the-counter
market (including as quoted by the OTC Markets Group, Inc.), if quoted thereon, is open for the transaction of business; and (v) “Affiliate”
means any person that, directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, a
person, as such terms are used and construed in Rule 144 promulgated under the
Securities Act of 1933, as amended (the “Securities Act”).
1.
DURATION AND EXERCISE OF WARRANTS
(a) Exercisability; Expiration. The Holder may
exercise this Warrant for up to a maximum of enter one-half of total Warrant
Shares on any Business Day prior to the one-year anniversary of the Effective
Date. Beginning on the one-year anniversary of the Effective Date, the
Holder may exercise this Warrant for up to all of the remaining Warrant Shares
on any Business Day on or before 5:00 P.M., Pacific Time, on the Expiration
Date, at which time this Warrant shall become void and of no
value.
(b)
Exercise Procedures.
(i) While this Warrant remains outstanding and exercisable in
accordance with Section 1(a), the Holder may exercise any portion of this
Warrant in whole or in part at any time and from time to time by:
(A) delivery to the Company of a duly executed copy of the Notice
of Exercise attached as Exhibit A;
(B) surrender of this Warrant to the Secretary of the Company at
its principal offices or at such other office or agency as the Company may
specify in writing to the Holder; and
(C) payment of the then-applicable Exercise Price per share
multiplied by the number of Warrant Shares being purchased upon exercise of the
Warrant (such amount, the “Aggregate Exercise Price”) made in the
form of cash, or by certified check, bank draft or money order payable in
lawful money of the United States of America or in the form of a net issuance
exercise permitted and provided for in Section 1(e) below.
(ii) Upon the exercise of this Warrant in compliance with the
provisions of this Section 1(b), the Company shall promptly issue and cause to
be delivered to the Holder a certificate for the Warrant Shares purchased by
the Holder. Each exercise of this Warrant shall be effective immediately
prior to the close of business on the date (the “Date of Exercise”)
that the conditions set forth in Section 1(b) have been satisfied, as the case
may be. On the first Business Day following the date on which the Company
has received each of the Notice of Exercise and the Aggregate Exercise Price
(the “Exercise Delivery Documents”), the Company shall transmit
an acknowledgment of receipt of the Exercise Delivery Documents to the
Company’s transfer agent (the “Transfer Agent”). On or before the
fifth Business Day following the date on which the Company has received all of
the Exercise Delivery Documents (the “Share Delivery Date”), the
Company shall issue and dispatch by overnight courier to the address as
specified in the Notice of Exercise, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of
shares of Common Stock to which the Holder is entitled pursuant to such
exercise unless the Holder instructs the Company to issue the Shares in “book-entry” format. Upon
delivery of the Exercise Delivery Documents, the Holder shall be deemed for all
corporate purposes to have become the holder of record of the Warrant Shares
with respect to which this Warrant has been exercised, irrespective of the date
of delivery of the certificates or of “book-entry”
notation evidencing such Warrant Shares.
(d) Partial Exercise. Any portion of this Warrant
shall be exercisable, either in its entirety or, from time to time, for part
only of the number of Warrant Shares referenced by this Warrant. If this
Warrant is exercised in part, the Company shall issue, at its expense, a new
Warrant, in substantially the form of this Warrant, referencing such reduced
number of Warrant Shares that remain subject to this Warrant.
(e) Net Issuance Exercise.
Notwithstanding any other provision contained herein to the contrary, the
Holder may elect to receive, without the payment by the Holder of the aggregate
Exercise Price in respect of the Shares to be acquired, Shares equal to the
value of this Warrant or any portion hereof by the surrender of this Warrant
(or such portion of this Warrant being so exercised) together with the Net
Issue Election Notice annexed hereto as Exhibit C duly executed, at the
office of the Company. Thereupon, the Company shall issue to the Holder such
number of fully paid, validly issued and non-assessable Shares as is computed
using the following formula:
where
X = the number of Shares which the Holder has then
requested be issued to the Holder;
Y = the number of Shares covered by this Warrant that
the Holder is surrendering at such time for net issuance exercise (including
both shares to be issued to the Holder and shares to be canceled as payment
therefor);
A = the Fair Market Value (as defined below) of one
Share as at the time the net issue election is made; and
B = the Exercise Price in effect under
this Warrant at the time the net issue election is made.
As used herein, "Fair Market
Value" means, as of any particular date: (a) the volume weighted
average of the closing sales prices of the Common Stock for such day on all
domestic securities exchanges on which the Common Stock may at the time be
listed; (b) if there have been no sales of the Common Stock on any such
exchange on any such day, the average of the highest bid and lowest asked
prices for the Common Stock on all such exchanges at the end of such day; (c)
if on any such day the Common Stock is not listed on a domestic securities
exchange, the closing sales price of the Common Stock as quoted on any tier of
the OTC Market Group (including Pink Market) or similar quotation system or
association for such day; or (d) if there have been no sales of the Common
Stock on any tier of the OTC Market Group (including “Pink” market) or similar quotation system or association on
such day, the average of the highest bid and lowest asked prices for the Common
Stock quoted on the any tier of the OTC Market Group (including Pink Market) or
similar quotation system or association at the end of such day; in each case,
averaged over twenty (20) consecutive Business Days ending on the Business Day
immediately prior to the day as of which "Fair Market Value" is being determined; provided,
that if the Common Stock is listed on any domestic securities exchange, the
term "Business Day"
as used in this sentence means Business Days on which such exchange is open for
trading.
If at any time the Common Stock is not
listed on any domestic securities exchange or quoted on any tier of the OTC
Market Group (including Pink Market) or similar quotation system or
association, the "Fair Market
Value" of the Common Stock shall be the fair market value per
share as determined jointly by the Board and the Holder; provided, that
if the Board and the Holder are unable to agree on the fair market value per
share of the Common Stock within a reasonable period of time (not to exceed
fifteen (15) days from the Company's receipt of the Exercise Agreement), such
fair market value shall be determined by a nationally recognized investment
banking, accounting or valuation firm engaged by the Company). The
determination of such firm shall be final and conclusive, and the fees and
expenses of such valuation firm shall be borne in equal parts by the Company
and the Holder. In so determining the Fair Market Value of the Common
Stock, an orderly sale transaction between a willing buyer and a willing seller
shall be assumed, using valuation techniques then prevailing in the securities
industry without regard to the lack of liquidity of the Common Stock due to any
restrictions (contractual or otherwise) applicable thereto or any discount for
minority interests, and assuming full disclosure of all relevant information
and a reasonable period of time for effectuating such sale and assuming the
sale of all of the issued and outstanding Common Stock (including fractional
interests) calculated on a fully diluted basis to include the conversion or
exchange of all securities then outstanding that are convertible into or
exchangeable for Common Stock and the exercise of all rights and warrants then
outstanding and exercisable to purchase shares of Common Stock or securities
convertible into or exchangeable for shares of Common Stock; provided,
that such assumption shall not include those securities, rights and warrants
(a) owned or held by or for the account of the Company or any of its
subsidiaries, or (b) convertible or exchangeable into Common Stock where the
conversion, exchange, or exercise price per share is greater than the Fair
Market Value.
(f) Disputes. In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall promptly issue to the Holder the number of
Warrant Shares that are not disputed and resolve such dispute in accordance
with Section 16.
2.
ISSUANCE OF WARRANT SHARES
(a) The Company covenants that all Warrant Shares will, upon
issuance, be (i) duly authorized, fully paid and non-assessable, and (ii) free
from all liens, charges and security interests, except as arising from applicable
Federal and state securities laws.
(b) The Company shall register this Warrant upon records to be
maintained by the Company for that purpose in the name of the record holder of
such Warrant from time to time. The Company may deem and treat the registered
Holder of this Warrant as the absolute owner thereof for the purpose of any
exercise thereof, any distribution to the Holder thereof and for all other
purposes.
(c) The Company will not, by amendment of its articles of
incorporation, by-laws 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 Warrant and in the taking of all action necessary or appropriate in order
to protect the rights of the Holder to exercise this Warrant, or against
impairment of such rights.
3. ADJUSTMENTS OF EXERCISE PRICE, NUMBER
AND TYPE OF WARRANT SHARES
(a) The Exercise Price and the number of shares purchasable upon
the exercise of this Warrant shall be subject to adjustment from time to time upon
the occurrence of certain events described in this Section 3(a).
(i) Subdivision or Combination of Stock. In case the
Company shall at any time subdivide (whether by way of stock dividend, stock
split or otherwise) its outstanding shares of Common Stock into a greater
number of shares, the Exercise Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Warrant Shares
shall be proportionately increased, and conversely, in case the outstanding shares
of Common Stock of the Company shall be combined (whether by way of stock
combination, reverse stock split or otherwise) into a smaller number of shares,
the Exercise Price in effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares shall be
proportionately decreased. The Exercise Price and the Warrant Shares, as
so adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described in this Section 3(a)(i).
(ii) Dividends in Stock, Property, Reclassification. If at
any time, or from time to time, all of the holders of Common Stock (or any
shares of stock or other securities at the time receivable upon the exercise of
this Warrant) shall have received or become entitled to receive, without
payment therefore:
(A) any shares of stock or other securities that are at any time
directly or indirectly convertible into or exchangeable for Common Stock, or
any rights or options to subscribe for, purchase or otherwise acquire any of
the foregoing by way of dividend or other distribution, or
(B) additional stock or other securities or property (including
cash) by way of spin-off, split-up, reclassification, combination of shares or
similar corporate rearrangement (other than shares of Common Stock issued as a
stock split or adjustments in respect of which shall be covered by the terms of
Section 3(a)(i) above), then and in each such case, the Exercise Price and the
number of Warrant Shares to be obtained upon exercise of this Warrant shall be
adjusted proportionately, and the Holder hereof shall, upon the exercise of
this Warrant, be entitled to receive, in addition to the number of shares of
Common Stock receivable thereupon, and without payment of any additional
consideration therefor, the amount of stock and other securities and property
(including cash in the cases referred to above) that such Holder would hold on
the date of such exercise had such Holder been the holder of record of such
Common Stock as of the date on which holders of Common Stock received or became
entitled to receive such shares or all other additional stock and other
securities and property. The Exercise Price and the Warrant Shares, as so
adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described in this Section 3(a)(ii).
(iii) Reorganization, Reclassification, Consolidation, Merger or
Sale. If any recapitalization, reclassification (other than a change in par
value or from par value to no par value or from no par value to par value or as
a result of a stock dividend or subdivision, split-up, or combination of
shares) or reorganization of the capital stock of the Company, or any
consolidation or merger of the
Company with another corporation, or the sale of all or substantially all of its assets or other transaction shall be effected in such a way that holders of Common Stock shall be entitled to receive stock, securities, or other assets or property (an “Organic Change”), then, as a condition of such Organic Change, lawful and adequate provisions shall be made by the Company whereby the Holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented by this Warrant) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable assuming the full exercise of the rights represented by this Warrant. In the event of any Organic Change, appropriate provision shall be made by the Company with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Exercise Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume, by written instrument reasonably satisfactory in form and substance to the Holder, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase. If there is an Organic Change, then the Company shall cause to be mailed to the Holder at its last address as it shall appear on the books and records of the Company, at least 5 calendar days before the effective date of the Organic Change, a notice stating the date on which such Organic Change is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares for securities, cash, or other property delivered upon such Organic Change; provided, that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. The Holder is entitled to exercise this Warrant during the 5-day period commencing on the date of such notice to the effective date of the event triggering such notice instead of giving effect to the provisions in this Section 3(a)(iii).
(b) Certificate as to Adjustments. Upon the occurrence of
each adjustment or readjustment pursuant to this Section 3, the Company at its
expense shall promptly compute such adjustment or readjustment in accordance
with the terms hereof and furnish to Holder of this Warrant a certificate
setting forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. The Company shall promptly
furnish or cause to be furnished to Holder a like certificate setting forth:
(i) such adjustments and readjustments; and (ii) the number of shares and the
amount, if any, of other property which at the time would be received upon the
exercise of the Warrant.
(c) Certain Events. If any event occurs as to which the
other provisions of this Section 3 are not strictly applicable but the lack of
any adjustment would not fairly protect the purchase rights of the Holder under
this Warrant in accordance with the basic intent and principles of such
provisions, or if strictly applicable would not fairly protect the purchase
rights of the Holder under this Warrant in accordance with the basic intent and
principles of such provisions, then the Company’s Board of Directors will, in
good faith, make an appropriate adjustment to protect the rights of the Holder;
provided, that no such adjustment pursuant to this Section 3(c) will
increase the Exercise Price or decrease the number of Warrant Shares as
otherwise determined pursuant to this Section 3.
4. TRANSFERS AND EXCHANGES OF WARRANT
AND WARRANT SHARES
(a) Restrictions on Transfers. Neither this Warrant nor any
Warrant Shares may be transferred at any time unless (i) registered pursuant to
an effective registration statement under the Securities Act or (ii) pursuant
to a valid exemption from such registration and Holder provides to the Company
a written opinion of legal counsel addressed to the Company that the proposed
transfer of the Warrant or the Warrant Shares may be effected pursuant to such
exemption from registration under the Securities Act, which opinion will be in
form and from counsel reasonably satisfactory to the Company.
(b) Registration of Transfers and Exchanges. Subject to
Section 4(c), upon the Holder’s surrender of this Warrant, with a duly executed
copy of the Form of Assignment attached as Exhibit B, to the Secretary
of the Company at its principal offices or at such other office or agency as
the Company may specify in writing to the Holder, the Company shall register
the transfer of all or any portion of this Warrant. Upon such registration of
transfer, the Company shall issue a new Warrant, in substantially the form of
this Warrant, evidencing the acquisition rights transferred to the transferee
and a new Warrant, in similar form, evidencing the remaining acquisition rights
not transferred, to the Holder requesting the transfer.
(c) Warrant Exchangeable for Different Denominations. The
Holder may exchange this Warrant for a new Warrant or Warrants, in
substantially the form of this Warrant, evidencing in the aggregate the right
to purchase the number of Warrant Shares which may then be purchased hereunder,
each of such new Warrants to be dated the date of such exchange and to
represent the right to purchase such number of Warrant Shares as shall be
designated by the Holder. The Holder shall surrender this Warrant with duly
executed instructions regarding such re-certification of this Warrant to the
Secretary of the Company at its principal offices or at such other office or
agency as the Company may specify in writing to the Holder.
5. MUTILATED OR MISSING WARRANT
CERTIFICATE
If this Warrant is mutilated, lost,
stolen or destroyed, upon request by the Holder, the Company will, at its
expense, issue, in exchange for and upon cancellation of the mutilated Warrant,
or in substitution for the lost, stolen or destroyed Warrant, a new Warrant, in
substantially the form of this Warrant, representing the right to acquire the
equivalent number of Warrant Shares; provided, that, as a prerequisite
to the issuance of a substitute Warrant, the Company may require satisfactory
evidence of loss, theft or destruction as well as an indemnity from the Holder
of a lost, stolen or destroyed Warrant.
6.
PAYMENT OF TAXES
The Company will pay all transfer and
stock issuance taxes attributable to the preparation, issuance and delivery of
this Warrant and the Warrant Shares (and replacement Warrants) including,
without limitation, all documentary and stamp taxes; provided, however,
that the Company shall not be required to pay any tax in respect of the
transfer of this Warrant, or the issuance or delivery of certificates for
Warrant Shares or other securities in respect of the Warrant Shares to any
person or entity other than to the Holder.
7. FRACTIONAL WARRANT SHARES
No fractional Warrant Shares shall be
issued upon exercise of this Warrant. The Company, in lieu of issuing any
fractional Warrant Share, shall round up the number of Warrant Shares issuable
to nearest whole share.
8. NO STOCK RIGHTS AND LEGEND
No holder of this Warrant, as such, shall
be entitled to vote or be deemed the holder of any other securities of the
Company that may at any time be issuable on the exercise hereof, nor shall
anything contained herein be construed to confer upon the holder of this
Warrant, as such, the rights of a stockholder of the Company or the right to
vote for the election of directors or upon any matter submitted to stockholders
at any meeting thereof, or give or withhold consent to any corporate action or
to receive notice of meetings or other actions affecting stockholders (except
as provided herein), or to receive dividends or subscription rights or
otherwise (except as provide herein).
Unless (i) a registration statement
covering the Warrant Shares is effective at any time that this Warrant is
exercised or (ii) this Warrant is exercised pursuant to Section 1(e) more than
six months after the Effective Date, each certificate for Warrant Shares
initially issued upon the exercise of this Warrant and shall be stamped or
otherwise imprinted with a legend in substantially the following form:
“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY, THAT
SUCH REGISTRATION IS NOT REQUIRED.”
9. [INTENTIONALLY OMITTED]
10. REPORTS TO THE SEC
The Company shall use its reasonable
best efforts to timely file all reports and other documents required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations promulgated by the SEC thereunder (or, if the Company is not
required to file such reports, it shall, upon the request of any Holder, make
available such information as necessary to permit sales pursuant to exemptions
from registration under Rule 144 or Regulation S under the Securities Act, to
the extent such exemptions are available). The Company’s obligations
under this Section 10 shall, notwithstanding the Expiration Date of this
Warrant, terminate on March 31, 2026.
11. NOTICES
All notices, consents, waivers, and
other communications under this Warrant must be in writing and will be deemed
given to a party when (a) delivered to the appropriate address by hand or by
nationally recognized overnight courier service (costs prepaid); (b) sent by
e-mail; (c) received or rejected by the addressee, if sent by certified mail,
return receipt requested, if to the registered Holder hereof; or (d) seven days
after the placement of the notice into the mails (first class postage prepaid),
to the Holder, to ___________________________, or if to the Company, to it at 1120 N. Town Center Drive, #160, Las
Vegas, NV 89144, Attention:
Ronald Boreta, Chief Executive Officer (or to such other address or e-mail
address as the Holder or the Company as a party may designate by notice the
other party).
12. SEVERABILITY
If a court of competent jurisdiction holds
any provision of this Warrant invalid or unenforceable, the other provisions of
this Warrant will remain in full force and effect. Any provision of this
Warrant held invalid or unenforceable only in part or degree will remain in
full force and effect to the extent not held invalid or unenforceable.
13. BINDING EFFECT
This Warrant shall be binding upon and
inure to the sole and exclusive benefit of the Company, its successors and
assigns, the registered Holder or Holders from time to time of this Warrant and
the Warrant Shares.
14. SURVIVAL OF RIGHTS AND DUTIES
Except as otherwise expressly provided
herein, this Warrant shall terminate and be of no further force and effect on
the earlier of 5:00 P.M., Pacific Time, on the Expiration Date or the date on
which this Warrant has been exercised in full.
15. GOVERNING LAW
This Warrant will be governed by and
construed under the laws of the State of Nevada without regard to conflicts of
laws principles that would require the application of any other law.
16. DISPUTE RESOLUTION
In the case of a dispute as to the
determination of the Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall submit the disputed determinations or
arithmetic calculations via email within five Business Days of receipt of the
Notice of Exercise giving rise to such dispute, as the case may be, to the
Holder. If the Holder and the Company are unable to agree upon such
determination or calculation of the Exercise Price or the Warrant Shares within
five Business Days of such disputed determination or arithmetic calculation
being submitted to the Holder, then the Company shall, within five Business
Days, submit via email (a) the disputed determination of the Exercise Price to
an independent, reputable investment bank selected by the Company and approved
by the Holder or (b) the disputed arithmetic calculation of the Warrant Shares
to the Company’s then independent, outside accountant. The Company shall cause
at its expense the investment bank or the accountant, as the case may be, to
perform the determinations or calculations and notify the Company and the
Holder of the results no later than ten (10) Business Days from the time it
receives the disputed determinations or calculations. Such investment bank’s or
accountant’s determination or calculation, as the case may be, shall be binding
upon all parties absent demonstrable error.
17. NOTICES OF RECORD DATE
Upon (a) any establishment by the Company
of a record date of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or right or option to acquire securities of the Company, or
any other right, or (b) any capital reorganization, reclassification,
recapitalization, merger or consolidation of the Company with or into any other
corporation, any transfer of all or substantially all the assets of the
Company, or any voluntary or involuntary dissolution, liquidation or winding up
of the Company, or the sale, in a single transaction, of a majority of the
Company’s voting stock (whether newly issued, or from treasury, or previously
issued and then outstanding, or any combination thereof), the Company shall
email to the Holder at least ten (10) Business Days, or such longer period as
may be required by law, prior to the record date specified therein, a notice
specifying (i) the date established as the record date for the purpose of such
dividend, distribution, option or right and a description of such dividend,
option or right, (ii) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding up, or sale is expected to become effective and (iii) the date, if any,
fixed as to when the holders of record of Common Stock shall be entitled to
exchange their shares of Common Stock for securities or other property
deliverable upon such reorganization, reclassification, transfer, consolation,
merger, dissolution, liquidation or winding up.
18. RESERVATION OF SHARES
The Company shall reserve and keep
available out of its authorized but unissued shares of Common Stock for
issuance upon the exercise of this Warrant, free from pre-emptive rights, such
number of shares of Common Stock for which this Warrant shall from time to time
be exercisable. The Company will take all such reasonable action as may
be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation. Without limiting
the generality of the foregoing, the Company covenants that it will use
commercially reasonable efforts to take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant and use
commercially reasonable efforts to obtain all such authorizations, exemptions
or consents, including but not limited to consents from the Company’s
stockholders or Board of Directors or any public regulatory body, as may be
necessary to enable the Company to perform its obligations under this Warrant.
19.
NO THIRD PARTY RIGHTS
This Warrant is not intended, and will not
be construed, to create any rights in any parties other than the Company and
the Holder, and no person or entity may assert any rights as third-party
beneficiary hereunder.
20. SECTION
HEADINGS
The Section headings in this Warrant are
for purposes of convenience only and shall not constitute a part hereof.
IN WITNESS WHEREOF, the Company has caused
this Warrant to be duly executed as of the date first set forth above.
|
GLOBAL
ACQUISITIONS CORPORATION By:
/s/ Ronald Boreta Name:
Ronald Boreta Title:
President and Chief Executive Officer |
EXHIBIT A
NOTICE OF EXERCISE
(To be executed by the Holder of Warrant
if such Holder desires to exercise Warrant)
To Global Acquisitions Corporation:
The undersigned hereby irrevocably elects
to exercise this Warrant and to purchase thereunder, ___________________ full
shares of Global Acquisitions Corporation common stock issuable upon exercise
of the Warrant and delivery of:
$_________ (in cash as provided for in the
foregoing Warrant) and any applicable taxes payable by the undersigned pursuant
to such Warrant.
The undersigned requests that certificates
for such shares be issued in the name of:
_________________________________________
(Please print name, address and social security or federal
employer
identification number (if applicable))
_________________________________________
_________________________________________
If the shares issuable upon this exercise
of the Warrant are not all of the Warrant Shares which the Holder is entitled
to acquire upon the exercise of the Warrant, the undersigned requests that a
new Warrant evidencing the rights not so exercised be issued in the name of and
delivered to:
_________________________________________
(Please print name, address and social security or federal
employer
identification number (if applicable))
_________________________________________
_________________________________________
|
Name
of Holder (print): _____________________________ (Signature):
______________________________________ (By:)
___________________________________________ (Title:)
__________________________________________ Dated:
__________________________________________ |
EXHIBIT B
FORM OF ASSIGNMENT
FOR VALUE RECEIVED,
___________________________________ hereby sells, assigns and transfers to each
assignee set forth below all of the rights of the undersigned under the Warrant
(as defined in and evidenced by the attached Warrant) to acquire the number of
Warrant Shares set opposite the name of such assignee below and in and to the
foregoing Warrant with respect to said acquisition rights and the shares
issuable upon exercise of the Warrant:
Name of Assignee |
Address |
Number of Shares |
|
|
|
|
|
|
|
|
|
|
|
|
If the total of the Warrant Shares are not
all of the Warrant Shares evidenced by the foregoing Warrant, the undersigned
requests that a new Warrant evidencing the right to acquire the Warrant Shares
not so assigned be issued in the name of and delivered to the undersigned.
Attached hereto is a written opinion of
legal counsel addressed to the Company that the proposed transfer of the
Warrant may be effected pursuant to a valid exemption from registration under
the Securities Act.
|
Name
of Holder (print): _________________________ (Signature):
__________________________________ (By:)
_______________________________________ (Title:)
______________________________________ Dated:
______________________________________ |
EXHIBIT C GLOBAL ACQUISITIONS CORPORATION NET
ISSUE ELECTION NOTICE
To: [Name]
Date: [_______________]
The undersigned hereby elects under Section 1(e) of this
Warrant to surrender the right to purchase [________________] Shares pursuant
to this Warrant and hereby requests the issuance of [______________] Shares.
Signature |
|
|
|
|
|
Name
for Registration |
|
|
|
|
|
Mailing
Address |
|
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Global Acquisitions (PK) (USOTC:AASP)
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