UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
November 21, 2014
eFleets Corporation
(Exact name of registrant as specified in
its charter)
| Nevada |
000-54357 |
26-2374319 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
7660 Pebble Drive, Fort Worth, Texas
76118
(Address of principal executive offices)
(zip code)
(817) 616-3161
(Registrant’s
telephone number, including area code)
(Former name, if changed since last report.)
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)) |
Item 1.01 Entry Into Material Definitive Agreement.
On November 21, 2014, eFleets Corporation
(the “Company”) issued to Koukis Holdings SA, a Swiss corporation (“Koukis”): (i) an unsecured convertible
promissory note with a principal amount of up to $600,000 (the “Note”), of which the Company received an initial advance
of $200,000 U.S. dollars. The promissory note is convertible at the election of Koukis into shares of the Company’s $0.001
par value common stock (the “Common Stock”) and (ii) warrants entitling the holder thereof to purchase 400,000 shares
of Common Stock (the “Warrants”).
The Note matures one year after its initial
issuance date and has an interest rate of 8% per annum. The Note may be converted at the election of Koukis at a conversion price
equal to $.50 per share of Common Stock, subject to customary adjustments in the event of reclassification of the Company, consolidation
of the Company, merger, subdivision of shares of Common Stock, combination of shares of Common Stock or dividends in the form of
Common Stock.
The Warrants expire five years after their
initial issuance date and may be exercised for a purchase price equal to $.50 per share of Common Stock subject to customary adjustments
in the event of reclassification of the Company, consolidation of the Company, merger, subdivision of shares of Common Stock, combination
of shares of Common Stock or dividends in the form of Common Stock.
The Note and Warrants were offered and
sold to Koukis in a private placement transaction made in reliance upon the exemptions from registration afforded by
Section 4(a)(2) of the Securities Act of 1933, as amended.
As of the date of this report, the Company
has issued Koukis an aggregate of $1,366,000 of convertible notes and issued Koukis warrants to purchase 1,566,000 shares of its
common stock. Also, as of the date of this report, Koukis is owned and controlled by George Koukis, who is also the control person
of Zeus Corp., an affiliate of the Company. The Company has issued Koukis an aggregate of $1,366,000 of convertible notes and issued
Koukis warrants to purchase 1,566,000 shares of its common stock.
The foregoing information is a summary
of the Note and Warrants issued to Koukis, is not complete, and is qualified in its entirety by reference to the full text of the
Note and Warrants, forms of which are attached as an exhibit to this Current Report on Form 8-K. Readers should review
the forms of the Note and Warrants for a complete understanding of the terms and conditions associated with those transactions.
Item 2.03 Creation of a Direct Financial Obligation Under
and Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01
is hereby incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01
is hereby incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
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Description |
| 4.1 |
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Form of 8% Unsecured Convertible Promissory Note between eFleets Corporation and Koukis Holdings SA. |
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| 10.1 |
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Form of Warrant Certificate issued to Koukis Holdings, SA by eFleets Corporation |
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.
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eFLEETS CORPORATION |
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| Dated: November 21, 2014 |
By: |
/s/ James R. Emmons |
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Name: James R. Emmons |
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Title: Chief Executive Officer |
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EXHIBIT INDEX
Exhibit
Number |
|
Description |
| 4.1 |
|
Form of 8% Unsecured Convertible Promissory Note between eFleets Corporation and Koukis Holdings SA |
| |
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| 10.1 |
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Form of Warrant Certificate issued to Koukis Holdings, SA by eFleets Corporation |
Exhibit 4.1
THIS
NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM.
CONVERTIBLE PROMISSORY NOTE
OF
eFLEETS Corporation
| Up to $600,000 |
November 21, 2014 |
For
Value Received , eFLEETS CORPORATION, a Nevada corporation, (the “Company”), with principal
offices located at 7660 Pebble Drive, Fort Worth, Texas 76118, hereby promises to pay to the order of Koukis Holdings, SA
(the “Holder”), upon the earlier to occur of (i) the Maturity Date or (ii) when declared due and
payable by the Holder after the occurrence and during the continuance of an Event of Default (as defined below), the principal
amount of up to Six Hundred Thousand Dollars and Zero Cents ($600,000) based on the advances by Holder to Company hereunder,
plus interest from and including the date of each advance on the principal balance at a rate per annum equal to eight percent (8.0%)
payable at the Maturity Date. All payments by the Company under this Note shall be made in immediately available funds.
Nothing in this Note
shall require the Company to pay interest at a rate in excess of the maximum rate permitted by applicable law. Any interest payable
hereunder or under any other instrument relating to the indebtedness evidenced hereby that is in excess of the maximum rate permitted
by applicable law shall, in the event of acceleration of maturity, late payment, prepayment, or otherwise, be applied to a reduction
of the then outstanding indebtedness evidenced hereby and not to the payment of interest. If such excessive interest exceeds the
unpaid balance of the outstanding indebtedness, such excess shall be refunded to the Company. To the extent not prohibited by applicable
law, determination of the maximum rate permitted by applicable law shall at all times be made by amortizing, prorating, allocating
and spreading in equal parts during the full term of the indebtedness evidenced hereby, all interest at any time contracted for,
charged or received from the Company in connection with the indebtedness evidenced hereby, so that the actual rate of interest
on account of such indebtedness is uniform throughout the term thereof.
The following is a
statement of the rights of Holder and the conditions to which this Note is subject, and to which the Company and the Holder hereof,
by the acceptance of this Note, agrees:
1. Definitions.
The following definitions shall apply for all purposes of this Note:
1.1 “Business
Day” means any day other than a Saturday or Sunday or a day on which banks in Fort Worth, Texas are authorized or
required by law to be closed.
1.2 “Common
Stock” means the $0.001 par value common stock of the Company.
1.3 “Company”
means the “Company” as defined above and includes any corporation or Person which shall succeed to or assume the obligations
of the Company under this Note.
1.4 “Conversion
Stock” means the shares of capital stock of the Company issuable upon conversion of this Note in accordance
with Section 4 hereof.
1.5 “Convertible
Securities” means any evidence of indebtedness, shares (other than Common Stock) or other securities convertible
into or exchangeable for Common Stock.
1.6 “Event
of Default” shall have the meaning as set forth in Section 6.1 hereof.
1.7 “Exchange
Act” means the Securities Exchange Act of 1934, as amended.
1.8 “Holder”
means the “Holder” as defined above or any Person who shall become the registered holder of this Note on the books
of the Company.
1.9 “Options”
means options, rights or warrants to subscribe for, purchase, or otherwise acquire Common Stock or any other capital stock of the
Company, or Convertible Securities.
1.10 “Outstanding
Balance” means the unpaid principal amount due under this Note together with any then unpaid accrued interest.
1.11 “Person”
means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust,
a joint venture, an unincorporated organization or any other business entity.
1.12 “Preferred
Stock” means any class or series of preferred stock that is designated in the Company’s Articles of Incorporation
after the date of this Note.
1.13 “Purchase
Price” means the lesser of (i) $0.50, or (ii) the price per share or conversion price at which the Company
issues, after the date of this Note, any Common Stock or Preferred Stock.
1.14 “Reverse
Merger” means the merger of the Company with a so-called “public shell company” as a result of which
the Company becomes subject to the public reporting requirements of the Exchange Act.
1.15 “Warrants”
means the warrants to purchase Common Stock issued in conjunction with this Note on even date herewith pursuant to the terms of
this Note and the Warrant Certificate.
2. Advances.
On the date hereof, Holder shall make an initial advance to Company in the amount of Two Hundred Thousand Dollars and
Zero Cents ($200,000). In addition to the foregoing initial advance, Holder has the right, but not obligation, to make
additional advances to Company of up to an additional Four Hundred Thousand Dollars and Zero Cents ($400,000). Each advance
by Holder to Company shall be added to the principal balance of this Note. All advances made by the Holder to Company shall be
evidenced by the books and records of the Holder which shall be conclusive, absent manifest error. Each advance made by Holder
to Company pursuant to this paragraph is referred to herein as an “Advance.”
3. Repayment.
Subject to the other provisions of this Note, the Outstanding Balance shall be due and payable in cash on the first annual anniversary
date of this Note.
4. Conversion.
4.1 Conversion
at Holder’s Option. For so long as this Note is outstanding, the Holder shall have the option and right to convert
all or a portion of the Outstanding Balance of this Note into the Company’s Common Stock or Preferred Stock, if any, at the
Purchase Price (the “Conversion Right”).
4.2 Required
Notice. The Company shall provide prompt written notice to Holder of (i) the issuance of any Common Stock or Preferred
Stock at a price below the then current Purchase Price, and (ii) any proposed issuance of Preferred Stock. The Holder may exercise
its option to convert the Outstanding Balance of this Note into shares of the Company’s Common Stock by (a) surrendering
this Note for cancellation (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement
acceptable to the Company whereby the Holder agrees to indemnify the Company from any loss incurred by it in connection with this
Note) and (b) giving not less than five (5) Business Days’ written notice to the Company at its principal corporate
office of the election to convert the same pursuant to Section
4.1, including the amount of the unpaid principal amount of this Note to be converted. Such conversion shall be deemed to have
been made immediately prior to the close of business on the date of such surrender of this Note.
4.3 Anti-Dilution
Adjustments. The anti-dilution adjustments described in this Section 4.3 shall be made in the manner herein provided
with respect to the “Conversion Right”.
(a) Reclassification,
Consolidation or Merger. In case of any reclassification or change of outstanding securities issuable upon exercise of the
Conversion Right, or in case of any consolidation or merger of the Company with or into another corporation or a partnership (other
than a merger with another corporation or a partnership in which the Company is the surviving corporation and which does not result
in any reclassification or change of outstanding securities issuable upon exercise of such Conversion Right), or in case of any
sale or transfer to another corporation of the property of the Company as an entirety or substantially as an entirety, then the
Company, or such successor or purchasing corporation, as the case may be, shall, without payment of any additional consideration
therefor, issue new securities of the Company or of the successor or purchasing corporation, as the case may be (the “Substitute
Securities”), to Holder on the terms set forth in this Section 4.3. Such Substitute Securities shall be convertible
on terms as nearly equivalent as practical to the terms set forth herein for the exercise of the Conversion Right into the kind
and amount of shares of stock, other securities, money and property that such Holder would have received at the time of such reclassification,
change, consolidation, merger, sale or transfer, if such Holder had exercised the Conversion Right of such Holder immediately prior
to such reclassification, change, consolidation, merger, sale or transfer. Such Substitute Securities shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 4.3. The provisions
of this Section 4.3 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales and transfers.
(b) Subdivision
or Combination of Shares. If the Company at any time while any of this Note is outstanding, shall subdivide or combine its
Common Stock, the Purchase Price shall be proportionately decreased, in case of subdivision of shares, as of the effective date
of such subdivision, or if the Company shall take a record of holders of its Common Stock for the purpose of so subdividing, as
of such record date, whichever is earlier, or shall be proportionately increased, in the case of combination of shares, as of the
effective date of such combination or, if the Company shall take a record of holders of its Common Stock for the purpose of so
combining, as of such record date, whichever is earlier.
(c) Stock
Dividends. If the Company, at any time while this Note is outstanding, shall pay a dividend or make any other distribution
to holders of Common Stock payable in Common Stock, the Purchase Price shall be adjusted, as of the date the Company shall take
a record of the holders of its Common Stock for the purpose of receiving such dividend or other distribution (or if no such record
is taken, as of the date of such payment or other distribution), to that price determined by dividing the Purchase Price in effect
immediately prior to such record or distribution date by a fraction of which (i) the numerator shall be the total number of shares
of Common Stock outstanding immediately after such dividend or distribution and (ii) the denominator shall be the total number
of shares of Common Stock outstanding immediately prior to such dividend or distribution.
(d) Company’s
Report as to Adjustments. In each case of any adjustment in the Purchase Price, the Company, at its sole expense, shall promptly
(i) compute such adjustment in accordance with the terms of this Agreement; (ii) prepare a report setting forth such adjustment
and showing in reasonable detail the method of calculation thereof and the facts upon which such adjustment is based (including,
without limitation, (a) the event or events giving rise to such adjustment; (b) the method by which any such adjustment was calculated;
and (c) the Purchase Price in effect immediately prior to such event or events and as adjusted); (iii) mail a copy of each such
report to the Holder; and (iv) keep copies of all such reports available at its principal place of business for inspection during
normal business hours by the Holder or any prospective purchaser of this Note, and upon request by the Holder provide copies thereof
to such Investor or any such prospective purchaser.
5. Surrender;
Issuance of Conversion Stock; Termination of Rights. Concurrently with any conversion of this Note, the Holder shall surrender
this Note to the Company for cancellation, or deliver an executed affidavit of loss, damage or mutilation and agreement to indemnify
the Company therefrom, in form reasonably requested by the Company. Concurrently with the surrender of this Note (or affidavit),
the Company at its expense, will cause to be issued in the name of and delivered to the Holder, the number of shares of Conversion
Stock to which the Holder shall be entitled upon such conversion (bearing such legends as may be required by applicable state and
federal securities laws in the reasonable opinion of legal counsel of the Company, or by any written agreement between the Company
and the Holder) and any other securities and property to which the Holder is entitled upon such conversion under the terms of this
Note. Such stock shall be reserved first as satisfaction of the accrued interest under the Note. If upon any conversion of this
Note, a fraction of a share would otherwise result, then in lieu of such fractional share, the Company will pay to the Holder the
cash value thereof, calculated on the basis of the applicable Purchase Price. Notwithstanding the foregoing, all rights with respect
to this Note shall terminate immediately after the conversion of this Note (and corresponding payment of interest in stock) in
accordance with the terms hereof, whether or not this Note has been surrendered, and this Note shall represent only the right to
receive one or more stock certificates from the Company representing the applicable number of shares of Conversion Stock. The Company
shall have 15 days after surrender of a Note for conversion to issue certificates evidencing Conversion Stock.
6. Default.
6.1 Events
of Default. Each of the following shall constitute an event of default (each an “Event of Default”):
(a) the
Company fails to make any payment under this Note when the same becomes due and payable and such default shall continue for a period
of twelve (12) days;
(b) the
Company shall (i) apply for or consent to the appointment of a receiver, trustee, liquidator or custodian of itself or of
all or a substantial part of its property, (ii) be unable, or admit in writing its inability, to pay its debts generally as
they mature, (iii) make a general assignment for the benefit of it or any of its creditors, (iv) be dissolved or liquidated,
(v) become insolvent (as such term may be defined or interpreted under any applicable statute), (vi) commence a voluntary
case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy,
insolvency or other similar law now or hereafter in effect or consent to any such relief or to the appointment of or taking possession
of its property by any official in an involuntary case or other proceeding commenced against it, or (vii) take any action
for the purpose of effecting any of the foregoing; or
(c) Proceedings
for the appointment of a receiver, trustee, liquidator or custodian of the Company or of all or a substantial part of the property
thereof, or an involuntary case or other proceedings seeking liquidation, reorganization or other relief with respect to Company
or the debts thereof under any bankruptcy, insolvency or other similar law now or hereafter in effect shall be commenced and an
order for relief entered or such proceeding shall not be dismissed or discharged within thirty (30) days of commencement.
6.2 Remedies
upon Event of Default. Upon the occurrence of an Event of Default, the entire Outstanding Balance shall, after five days written
notice from Holder, automatically become immediately due and payable to the Holder without presentment, demand, protest or notice
of any kind, all of which are hereby expressly waived and the Company shall promptly pay to Holder all such amounts. In addition,
the Company hereby agrees to pay to Holder all reasonable out-of-pocket costs and expenses incurred by Holder in any effort to
collect any amount due under this Note.
7. Affirmative
Covenants. So long as any of the Notes remain outstanding, the Company shall:
7.1 Compliance
with Laws. Comply in all material respects with applicable laws, rules, regulations and orders, such compliance to include,
without limitations, paying before the same become delinquent all taxes, assessments, and governmental charges imposed upon it
or upon its property except for good faith contests for which adequate reserves are maintained.
7.2 Continuance
of Business. Maintain its corporate existence and licenses necessary to conduct its business as presently conducted or proposed
to be conducted, in good standing under, and in material compliance with, all applicable laws and continue to operate the business
conducted by the Company and its subsidiaries in accordance with its operating plan, as approved by its Board of Directors from
time to time.
7.3 Reservation
of Shares. At all times have authorized and reserved, and will keep available solely for delivery upon the conversion of this
Note, Common Stock and other securities and property as from time to time shall be receivable upon the conversion of this Note,
free and clear of all restrictions on issuance, sale or transfer other than those imposed by law and free and clear of all pre-emptive
rights.
8. Warrants.
In conjunction with Holder making this loan to the Company, the Company agrees to contemporaneously as each Advance is made to
Company issue a Warrant to Holder for the purchase at the Purchase Price of a number of shares of Common Stock equal to the amount
of the Advance divided by the Purchase Price as of the issue date (each, a “Warrant” and collectively,
the “Warrants”), at any time or from time to time prior to 5:00 P.M., Central Standard Time, November
21, 2019 (such date, the “Expiration Date”). If the Purchase Price at which the number of shares is calculated
for an issued Warrant decreases on or before November 21, 2015, then (i) an additional Warrant shall be issued to Holder for a
number of shares so that the total number Warrant shares is as if the Purchase Price was the amount of the decreased Purchase Price,
and (ii) the exercise price of the previously issued Warrant shall be decreased to the amount of the decreased Purchase Price.
If the anti-dilution provisions under Section 4.3 of this Note result in an adjustment in Holder’s Conversion Right,
then a similar adjustment will be made to the number of shares of Common Stock or other property that Holder is entitled to, and
the price payable for same, pursuant to the Warrants. The Warrants may be exercised in whole or part in the same manner provided
for a conversion under Section 4.2 and Section 5. By way of example and not limitation, if Holder receives a Warrant
to purchase 400,000 shares of Common Stock at an exercise price of $0.50 per share in connection with the initial $200,000 Advance
under this Note and Company subsequently issues shares of Preferred Stock at $0.20 per share, then Company shall issue Holder a
Warrant to purchase 600,000 shares of Common Stock at an exercise price of $0.20 per share and adjust the exercise price per share
of the Warrant to purchase 400,000 shares from $0.50 to $0.20.
9. No
Rights or Liabilities as Equity Holder. This Note does not by itself entitle the Holder to any voting rights or other
rights as a holder of stock of the Company. In the absence of conversion of this Note, no provisions of this Note, and no enumeration
herein of the rights or privileges of the Holder, shall cause the Holder to be a holder of stock of the Company for any purpose.
10. Prepayment.
The Company may prepay (in whole or in part) the Outstanding Balance of this Note after giving the Holder 10 Business Days notice
of such intent so as to provide the Holder an opportunity to convert this Note into Common Stock.
11. Waivers
and Amendments. No delay or omission on the part of the Holder in exercising any right hereunder shall operate as a waiver
of such right or of any other right of the Holder, nor shall any such delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. This Note may not be amended, waived or modified except
by a written instrument signed by the Holder and the Company.
12. Assignment.
The rights, interests or obligations hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the
Company without the prior written consent of the Holder. Subject to the preceding sentence, the terms and conditions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this document,
expressed or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by
reason of this document, except as expressly provided in this document.
13. Governing
Law. This Note shall be governed by and construed under the internal laws of the State of Texas without reference to principles
of conflict of laws or choice of laws.
14. Headings.
The headings and captions used in this Note are used only for convenience and are not to be considered in construing or interpreting
this Note. All references in this Note to sections and exhibits shall, unless otherwise provided, refer to sections hereof and
exhibits attached hereto, all of which exhibits are incorporated herein by this reference.
15. Severability.
In the event that any provision of this Note becomes void or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed
from this Agreement, and such court (or the parties hereto, pursuant to Section 12 hereof, if such court declines to do
so) shall replace such illegal, void or unenforceable provision of this Note with a valid and enforceable provision that will achieve,
to the greatest extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision.
The balance of this Note shall remain enforceable in accordance with its terms.
IN WITNESS WHEREOF,
the Company has caused this Convertible Promissory Note to be executed in its name as of the date first above written.
COMPANY:
eFLEETS CORPORATION
| By: |
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James R. Emmons, |
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President |
AGREED AND ACKNOWLEDGED:
HOLDER:
Koukis Holdings, SA
Name: Gregoire Parel
Title: Director
| Address: | 18 Place des Philosophes, 1205, Geneva, Switzerland |
Exhibit 10.1
THE WARRANTS REPRESENTED BY THIS WARRANT
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL OR STATE
SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
eFLEETS CORPORATION
WARRANT CERTIFICATE
| No. 1272014 |
November 21, 2014 |
This Warrant Certificate
certifies that Koukis Holdings, SA, a Switzerland company and its permitted assigns, are entitled to purchase from eFLEETS
Corporation, a Nevada corporation, (the “Company”), 400,000 duly authorized, validly issued, fully paid and nonassessable
shares of common stock, par value $0.001 par value per share (the “Common Stock”), of the Company at the purchase
price per share of $.50 (as adjusted, the “Purchase Price”), at any time or from time to time prior to 5:00 P.M.,
Central Standard Time, November 21, 2019 (such date, the “Expiration Date”), all subject to the terms, conditions
and adjustments set forth in the Convertible Promissory Note of even date herewith (as may be amended from time to time, the “Promissory
Note”), by and among the Company and the holder of the Promissory Note (the “Holder”).
The warrants represented
by this Warrant Certificate are warrants to purchase Common Stock (each, a “Warrant” and collectively, the “Warrants,”
such term to include any such warrants issued in substitution therefor). The Warrants may be exercised in whole or in part in the
manner provided in the Promissory Note. The Warrants originally issued evidence rights to purchase the number of shares of Common
Stock reflected above, subject to adjustment as provided in the Promissory Note. The applicable provisions of the Promissory Note
are hereby incorporated by reference in and made a part of this Warrant Certificate.
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eFLEETS Corporation |
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By: |
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James R. Emmons, President |
Exhibit 1
To Warrant Certificate
Form of Election
[To be executed upon exercise or exchange
of the Warrant]
7660 Pebble Drive
Fort Worth, Texas 76118
The undersigned registered holder of the
enclosed Warrant Certificate hereby exchanges/exercises __________ of the Warrants represented by such Warrant Certificate
and purchases __________ shares of Common Stock and/or other such securities and property in such type, number and/or amount
as provided in the Warrant Agreement and herewith makes payment of $__________ therefore, and requests that the certificates for
such shares and/or other evidences of such other securities and property, as the case maybe, be issued in the name of, and delivered
to _________________________________, whose address is _______________________________ ________________________________.
| Dated:__________________ |
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(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) |
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(Street Address) |
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(City)(State)(Zip Code) |
Signed in the Presence of:
_________________________
Acknowledged and Accepted:
eFLEETS Corporation.
Exhibit 2
To Warrant Certificate
Form of Assignment
[To be executed upon assignment of the
Warrant]
7660 Pebble Drive
Fort Worth, Texas 76118
FOR VALUE RECEIVED, the undersigned registered
Holder of the enclosed Warrant Certificate hereby sells, assigns and transfers unto _________________________________, whose
address is _______________________________________________________________, __________ of the Warrants represented by such Warrant
Certificate to purchase shares of Common Stock of the Company and/or other such securities and property in such type, number and/or
amount as provided in the Promissory Note, and, if such Warrants shall not include all of the Warrants represented by the enclosed
Warrant Certificate, the Company shall issue and deliver a new Warrant Certificate to the undersigned of like tenor for the remaining
Warrants not transferred hereunder, and does hereby irrevocably constitute and appoint ___________________ attorney, to
register such transfer on the books of the Company maintained for such purpose, with full power of substitution.
| Dated:__________________ |
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(Signature must conform in all respects to name of holder as specified on the face of the Warrant Certificate) |
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(Street Address) |
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(City)(State)(Zip Code) |
Signed in the Presence of:
_________________________
Acknowledged and Accepted:
eFLEETS Corporation