WARRANT CERTIFICATE
This Warrant Certificate certifies that Clio General SA (the "Holder"), has
subscribed for and is the owner of 3,000,000 warrants (subject to adjustment as
provided later in this Warrant Certificate), each of which represent the right
to subscribe for and purchase from Golden Patriot, Corp., a Nevada corporation
(the "Company"), one (1) share of the Company's common stock, $.001 par value,
(such common stock, including any stock into which it may be changed,
reclassified or converted, is referred to in this Warrant Certificate as the
"Common Stock") ("Warrants") at the purchase price
of $.10 per share (subject
to adjustment as provided in this Warrant Certificate) ("Exercise Price").
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED PURSUANT
TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND,
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT AS SET FORTH BELOW. BY HIS OR
HER ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS AND WARRANTS THAT HE OR SHE IS
NOT A U.S. PERSON AND IS ACQUIRING THOSE SECURITIES IN AN OFFSHORE TRANSACTION,
(2) AGREES THAT HE OR SHE WILL NOT WITHIN ONE YEAR AFTER THE ORIGINAL ISSUANCE
OF THOSE SECURITIES RESELL OR OTHERWISE TRANSFER THOSE SECURITIES EXCEPT (A)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT PURSUANT TO THE SECURITIES ACT,
(B) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S, OR (C) PURSUANT TO ANY OTHER EXEMPTION FROM REGISTRATION PURSUANT
TO THE SECURITIES ACT (IF AVAILABLE) AND (3) AGREES THAT HE OR SHE WILL GIVE TO
EACH PERSON TO WHOM THOSE SECURITIES ARE TRANSFERRED A NOTICE SUBSTANTIALLY
SIMILAR TO THIS LEGEND.
AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION,"
"UNITED STATES" AND "U.S. PERSON" HAVE THE MEANINGS GIVEN TO THEM BY REGULATION
S.
THOSE SECURITIES MAY NOT BE HEDGED (SOLD IN SHORT SELLING TRANSACTION)
EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF THE SECURITIES ACT.
The Warrants are subject to the following provisions, terms and conditions:
1. EXERCISE OF WARRANTS.
Exercise of Warrants. The Warrants may be exercised by the Holder, in whole or
in part (but not as to a fractional share of Common Stock), by surrender of this
Warrant Certificate at the principal office of the Company located at 1979
Marcus Avenue, Suite 210, Lake Success, New York 11042 (or such other office or
agency of the Company as may be designated by notice in writing to the Holder at
the address of the Holder appearing on the books and records of the Company),
with the appropriate form duly exercised, at any time within the period
beginning on that date which is specified on the signature page of this Warrant
Certificate ("Effective Date") and ending on that date exactly seven (7) years
from the Effective Date (the "Exercise Period") and by payment to the Company by
certified check or bank draft of the purchase price for such
1
shares of the Common Stock. The Company agrees that the