WARRANT CERTIFICATE
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE ARE NON-TRANSFERABLE.
THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION
TO A PERSON WHO IS NOT A U.S. PERSON PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933
ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE
OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT,
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY
NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND
"U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT.
Warrant No.
THESE WARRANTS WILL EXPIRE AND BECOME NULL AND VOID
AT 5:00 P.M. (HAWAII-ALEUTIAN STANDARD TIME) ON
, 20
.
SHARE PURCHASE WARRANTS TO PURCHASE
SHARES OF COMMON STOCK OF
KONARED CORPORATION
THIS IS TO CERTIFY THAT
, (the "Holder") of
, has
the right to purchase, upon and subject to the terms and conditions hereinafter
referred to, up to
fully paid and non-assessable shares (the
"Shares") of common stock in the capital of KonaRed Corporation (the "Company")
on or before 5:00 p.m. (Hawaii-Aleutian Standard Time) on
(the
"Expiry Date") at a price per Share of US $
(the "Exercise Price") on the
terms and conditions attached hereto as Appendix A (the "Terms and Conditions").
1.
ONE WARRANT AND THE EXERCISE PRICE ARE REQUIRED TO PURCHASE ONE SHARE.
THIS
CERTIFICATE REPRESENTS
WARRANTS.
2.
These Warrants are issued subject to the Terms and Conditions, and the Warrant
Holder may exercise the right to purchase Shares only in accordance with those
Terms and Conditions.
3.
Nothing contained herein or in the Terms and Conditions will confer any right
upon the Holder hereof or any other person to subscribe for or purchase any
Shares at any time subsequent to the Expiry Date, and from and after such time,
this Warrant and all rights hereunder will be void and of no value.
IN WITNESS WHEREOF the Company has executed this Warrant Certificate this
day of
.
KONARED CORPORATION
Per:
Authorized Signatory
APPENDIX A
TERMS AND CONDITIONS dated
, attached to the Warrants issued by
KonaRed Corporation.
1.
INTERPRETATION
1.1
Definitions
In these Terms and Conditions, unless there is something in the subject matter
or context inconsistent therewith:
(a)
"Company" means KonaRed Corporation, until a successor corporation will have
become such as a result of consolidation, amalgamation or merger with or into
any other corporation or corporations, or as a result of the conveyance or
transfer of all or substantially all of the properties and estates of the