Contract

THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THEU.S. SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS ANDHAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THISSECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OFCOUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOTREQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT.Warrant No. 2005-001 WARRANT TO PURCHASE SHARES OF COMMON STOCK OF IMI Global.THIS CERTIFIES that, for value received, Westrock Advisors is entitled topurchase from IMI Global., a Delware corporation (the “Corporation”), subject tothe terms and conditions hereof, ________ shares (the “Warrant Shares”) ofcommon stock, no par value (the “Common Stock”). This warrant, together with allwarrants hereafter issued in exchange or substitution for this warrant, isreferred to as the “Warrant” and the holder of this Warrant is referred to asthe “Holder.” The number of Warrant Shares is subject to adjustment ashereinafter provided. Notwithstanding anything to the contrary contained herein,this Warrant shall expire at 5:00pm EST on May 27, 2009 (the “TerminationDate”). 1. Exercise of Warrants. (a) The Holder may, at any time prior to the Termination Date, exercisethis Warrant in whole or in part at an exercise price per share equal to $0.61per share, subject to adjustment as provided herein (the “Warrant Price”), bythe surrender of this Warrant (properly endorsed) at the principal office of theCorporation, or at such other agency or office of the Corporation in the UnitedStates of America as the Corporation may designate by notice in writing to theHolder at the address of such Holder appearing on the books of the Corporation,and by payment to the Corporation of the Warrant Price in lawful money of theUnited States by check or wire transfer for each share of Common Stock beingpurchased. Upon any partial exercise of this Warrant, there shall be executedand issued to the Holder a new Warrant in respect of the shares of Common Stockas to which this Warrant shall not have been exercised. In the event of theexercise of the rights represented by this Warrant, a certificate orcertificates for the Warrant Shares so purchased, as applicable, registered inthe name of the Holder, shall be delivered to the Holder hereof as soon aspracticable after the rights represented by this Warrant shall have been soexercised. 2. Reservation of Warrant Shares. The Corporation agrees that, prior to theexpiration of this Warrant, it will at all times have authorized and in reserve,and will keep available, solely for issuance or delivery upon the exercise ofthis Warrant, the number of Warrant Shares as from time to time shall beissuable by the Corporation upon the exercise of this Warrant. 3. No Stockholder Rights. This Warrant shall not entitle the holder hereofto any voting rights or other rights as a stockholder of the Corporation. 4. Transferability of Warrant. Prior to the Termination Date and subject tocompliance with applicable laws, this Warrant and all rights hereunder aretransferable, in whole or in part, at the office or agency of the Company by theHolder in person or by duly authorized attorney, upon surrender of this Warranttogether with the Assignment Form annexed hereto properly endorsed for transfer. 5. Certain Adjustments. With respect to any rights that Holder has toexercise this Warrant and convert into shares of Common Stock, Holder shall beentitled to the following adjustments: (a) Merger or Consolidation. If at any time there shall be a merger or aconsolidation of the Corporation with or into another corporation when theCorporation is not the surviving corporation, then, as part of such merger orconsolidation, lawful provision shall be made so that the holder hereof shallthereafter be entitled to receive upon exercise of this Warrant, during theperiod specified herein and upon payment of the aggregate Warrant Price then ineffect, the number of shares of stock or other securities or property (includingcash) of the successor corporation resulting from such merger or consolidation,to which the holder hereof as the holder of the stock deliverable upon exerciseof this Warrant would have been entitled in such merger or consolidation if thisWarrant had been exercised immediately before such merger or consolidation. Inany such case, appropriate adjustment shall be made in the application of theprovisions of this Warrant with respect to the rights and interests of theholder hereof as the holder of this Warrant after the merger or consolidation. (b) Reclassification, Recapitalization, etc. If the Corporation at any timeshall, by subdivision, combination or reclassification of securities,recapitalization, automatic conversion, or other similar event affecting thenumber or character of outstanding shares of Common Stock, or otherwise, changeany of the securities as to which purchase rights under this Warrant exist intothe same or a different number of securities of any other class or classes, thisWarrant shall thereafter represent the right to acquire such number and kind ofsecurities as would have been issuable as the result of such change with respectto the securities that were subject to the purchase rights under this Warrantimmediately prior to such subdivision, combination, reclassification or otherchange. (c) Split or Combination of Common Stock and Stock Dividend. In case theCorporation shall at any time subdivide, redivide, recapitalize, split (forwardor reverse) or change its outstanding shares of Common Stock into a greaternumber of shares or declare a dividend upon its Common Stock payable solely inshares of Common Stock, the Warrant Price shall be proportionately reduced andthe number of Warrant Shares proportionately increased. Conversely, in case theoutstanding shares of Common Stock of the Corporation shall be combined into asmaller number of shares, the Warrant Price shall be proportionately increasedand the number of Warrant Shares proportionately reduced. Notwithstanding theforegoing, in no event will the Warrant Price be reduced below the par value ofthe Common Stock. 6. Legend and Stop Transfer Orders. Unless the Warrant Shares have beenregistered under the Securities Act, upon exercise of any part of the Warrant,the Corporation shall instruct its transfer agent to enter stop transfer orderswith respect to such Warrant Shares, and all certificates or instrumentsrepresenting the Warrant Shares shall bear on the face thereof substantially thefollowing legend:THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THEU.S. SECURITIES ACT, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS ANDHAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATIONREQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THISSECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE SOLD, ASSIGNED,TRANSFERRED, PLEDGED, ENCUMBERED, OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TOAN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OFCOUNSEL REASONABLY SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOTREQUIRED PURSUANT TO A VALID EXEMPTION THEREFROM UNDER THE SECURITIES ACT. 7. Redemption. The Corporation shall have the right, upon 30 days’ writtennotice to the Holder (“Redemption Notice”), to redeem all or any portion of thisWarrant at a price equal to $.01 per Warrant Share, provided that (i) theWarrant Shares have been registered for resale pursuant to the Securities Act,and are freely tradable without restriction or legend for at least the 30-dayperiod preceding such notice and (ii) the Closing Bid Price (as hereinafterdefined) for the Common Stock has been at least $2.50 (subject to adjustment toreflect forward or reverse stock splits, stock dividends, recapitalizations andthe like) for the 20-trading day period immediately preceding the date of theRedemption Notice from the Corporation to the Holder. As used herein, “ClosingBid Price”, shall mean the closing bid price of the Common Stock as reported byBloomberg Financial L.P. on the date in question (based on a trading day from9:30 a.m. ET to 4:02 p.m. Eastern Time) (and, if no closing bid price isreported, the closing price as so reported, and if neither the closing bid pricenor the closing price is so reported, the last reported price of the CommonStock as determined by an independent evaluator mutually agreed to by the Holderand the Corporation). 8. Miscellaneous. This Warrant shall be governed by and construed inaccordance with the laws of the State of Colorado. All the covenants andprovisions of this Warrant by or for the benefit of the Corporation shall bindand inure to the benefit of its successors and assigns hereunder. Nothing inthis Warrant shall be construed to give to any person or corporation other thanthe Corporation and the holder of this Warrant any legal or equitable right,remedy or claim under this Warrant. This Warrant shall be for the sole andexclusive benefit of the Corporation and the holder of this Warrant. The sectionheadings herein are for convenience only and are not part of this Warrant andshall not affect the interpretation hereof. Upon receipt of evidencesatisfactory to the Corporation of the loss, theft, destruction or mutilation ofthis Warrant, and of indemnity reasonably satisfactory to the Corporation, iflost, stolen or destroyed, and upon surrender and cancellation of this Warrant,if mutilated, the Corporation shall execute and deliver to the Holder a newWarrant of like date, tenor and denomination. IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executedby its duly authorized officers under its seal, this 27th day of May, 2005. IMI Global. Inc.. By: /s/ John Saunders Name: John Saunders Title:President WARRANT EXERCISE FORM To Be Executed by the Holder in Order to Exercise WarrantTo: IMI Global, INC. 601 4th Street Platte City, MO 64079 Phone: 816-858-4796 Dated: ____________________ Attn: John SaundersThe undersigned, pursuant to the provisions set forth in the attached WarrantNo. 1, hereby irrevocably elects to purchase (check applicable box):|_| ____________ shares of the Common Stock of IMI Global. covered by suchWarrant; or|_| the maximum number of shares of Common Stock covered by such Warrantpursuant to the cashless exercise procedure set forth in subsection 1(b) (ifapplicable).The undersigned herewith makes payment of the full purchase price for suchshares at the price per share provided for in such Warrant. Such payment takesthe form of (check applicable box or boxes): |_| $__________ in lawful money of the United States; and/or|_| if the provisions of subsection 1(b) of this Warrant are in effect, thecancellation of such portion of the attached Warrant as is exercisable for atotal of _________ Warrant Shares (using a Fair Market Value of $_______ pershare for purposes of this calculation); and/or|_| if the provisions of subsection 1(b) of this Warrant are in effect, thecancellation of such number of Warrant Shares as is necessary, in accordancewith the formula set forth in subsection 1(b), to exercise this Warrant withrespect to the maximum number of Warrant Shares purchasable pursuant to thecashless exercise procedure set forth in subsection 1(b).The undersigned hereby requests that certificates for the Warrant Sharespurchased hereby be issued in the name of:(please print or type name and address)(please insert social security or other identifying number)and be delivered as follows:(please print or type name and address)(please insert social security or other identifying number)and if such number of shares of Common Stock shall not be all the sharesevidenced by this Warrant Certificate, that a new Warrant for the balance ofsuch shares be registered in the name of, and delivered to, Holder. ____________________________ Signature of Holder SIGNATURE GUARANTEE: ASSIGNMENT FORM (To assign the foregoing warrant, execute this form. Do not use this form to exercise the warrant.)FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby arehereby assigned to________________________________________________________ whose address is__________________________________________________________________________________________________________________________________________ Dated: _________, _______ Holder’s Signature: _________________________ Holder’s Address: _________________________ _________________________Signature Guaranteed: _________________________________NOTE: The signature to this Assignment Form must correspond with the name as itappears on the face of the Warrant, without alteration or enlargement or anychange whatsoever, and must be guaranteed by a bank or trust Corporation.Officers of corporations and those acting in a fiduciary or other representativecapacity should file proper evidence of authority to assign the foregoingWarrant.