EXHIBIT 4.2
Warrant No.
THIS WARRANT IS NON-TRANSFERRABLE AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF.
Right to Purchase 183,333 Shares
XXXXXXX.XXX INC.
Warrant to Purchase Common Stock
Registered Owner: Alpine Capital Group, LLC, 000 Xxxx 00xx Xxxxxx, Xxxxx
000, Xxx Xxxx, XX 00000 (hereinafter "Registered Owner").
For value received, Xxxxxxx.Xxx Inc., a Nevada corporation (the "Company")
grants the following rights to the Registered Owner:
(a) Issue. Upon tender to the Company (as defined in paragraph (e) hereof),
the Company shall issue to the Registered Owner hereof the number of shares
specified in paragraph (b) hereof of fully paid and nonassessable shares of
Common Stock of the Company that the Registered Owner is otherwise entitled to
purchase.
(b) Number of Shares. The number of shares of Common Stock of the Company
that the Registered Owner is entitled to receive upon exercise of this Warrant
is 183,333 shares ("Warrant Shares"). The Company shall at all times reserve and
hold available sufficient shares of Common Stock to satisfy all conversion and
purchase rights represented by outstanding convertible securities, options and
warrants, including this Warrant. The Company covenants and agrees that all
shares of Common Stock that may be issued upon the exercise of this Warrant
shall, upon issuance, be duly and validly issued, free of any restrictions,
fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the purchase and the issuance of the shares.
(c) Exercise Price. The exercise price of this Warrant, the price at which
the Warrant Shares purchasable upon exercise of this Warrant may be purchased,
is Two and 00/100 ($2.00) Dollars per share.
(d) Exercise Period. This Warrant may only be exercised from September 1,
1999 through and including September 1, 2004, both dates inclusive ("Exercise
Period"). If not exercised during the said Exercise Period, this Warrant and all
rights granted under this Warrant shall expire and lapse.
(e) Tender. The exercise of this Warrant must be accomplished by actual
delivery of the Exercise Price in cash, certified check or official bank draft
in lawful money of the United States of America, and by actual delivery of a
duly executed exercise form, a copy of which is attached
to this Warrant as Exhibit "A" properly executed by the registered owner of this
Warrant, and by surrender of this Warrant. The payment and exercise form must be
delivered, personally or by mail, to the offices of the Company at 00000
Xxxxxxxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx, XX 00000. Documents sent by mail
shall be deemed to be delivered when they are received by the Company.
(f) Partial Exercise of Warrant. This Warrant may be exercised during its
exercise period by the Registered Owner, and at its option, as to the whole at
any time or in part from time to time. If this Warrant is exercised at one time
for less than the maximum number of shares of Common Stock purchasable upon the
exercise hereof, the Company shall issue to the Registered Owner a new warrant
of like tenor and date representing the number of shares of Common Stock equal
to the difference between the number of shares purchasable upon full exercise of
this Warrant and the number of shares that were purchased upon the exercise of
this Warrant.
(g) Effect of Stock Changes. If, at any time or from time to time the
Company, by stock dividend, stock split, subdivision, reverse split,
consolidation, reclassification of shares, or otherwise, changes as a whole its
outstanding Common Stock into a different number or class of shares, then,
immediately upon the occurrence of the change:
(i) The class of shares into which the Common Stock has been changed
shall replace the Common Stock, for the purposes of this Warrant and the terms
and conditions hereof, so that the registered owner or owners of this Warrant
shall be entitled to receive, and shall receive upon exercise of this Warrant,
shares of the class of stock into which the Common Stock had been changed;
(ii) The number of Warrant Shares purchasable upon exercise of this
Warrant shall be proportionately adjusted to reflect such stock split; and
(iii) The purchase price per Warrant Share shall be proportionately
adjusted.
Irrespective of any adjustment or change in the number or class of
shares purchasable under this or any other Warrant of like tenor, or in the
purchase price per share, this Warrant, as well as any other warrant of like
tenor, may continue to express the purchase price per share and the number and
class of shares purchasable upon exercise of this Warrant as the purchase price
per share and the number and class of shares purchasable were expressed in this
Warrant when it was initially issued.
(h) Effect of Merger. If at any time while this Warrant is outstanding
another corporation merges into the Company, the Registered Owner shall be
entitled, immediately after the merger becomes effective and upon exercise of
this Warrant, to obtain the same number of shares of Common Stock of the Company
(or shares into which the Common Stock has been changed as provided in the
paragraph of this Warrant covering changes) that the owner or owners were
entitled upon the exercise hereof to obtain immediately before the merger became
effective at the same exercise price. The Company shall take any and all steps
necessary in connection with the merger to assure that sufficient shares of
Common Stock to satisfy all conversion and purchase rights represented by
outstanding convertible securities, options and warrants, including this
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Warrant, are available so that these convertible securities, options and
warrants, including this Warrant, may be exercised.
(i) Piggyback Registration Rights. Upon exercise of this Warrant,
including, without limitation, a fractional exercise thereof, and in the event
the Company files a registration statement to complete a registered offering of
any of its Common Stock under the Securities Act of 1933, as amended
("Securities Act") ("Registered Offering"), the Registered Owner shall be
entitled to "piggyback" registration rights with respect to the Common Stock
acquired pursuant to this Warrant and held from the time of such exercise by the
Registered Owner. The Company shall provide written notice to the Registered
Owner not later than thirty (30) days prior to the filing of any such
registration statement of the Company's intent to complete a registered offering
of its Common Stock ("Registration Notice"). Within ten (10) days following the
Registered Owner's receipt of the Registration Notice, the Registered Owner may
upon written notice to the Company, demand such piggyback registration rights,
in which event the Company shall cause the Warrant Shares to be registered with
the U.S. Securities and Exchange Commission in the Registered Offering.
(j) Company's Right to Require Exercise of Warrant.
(i) Anything herein to the contrary notwithstanding, in the event that
during any non-consecutive twenty (20) business day period during the term
hereof, (x) the average of the averaged daily high and low prices of the Common
Stock, as reported by Bloomberg Information Services, Inc., exceeds Five and
25/100 ($5.25) dollars and (y) the daily volume of Common Stock traded, as
reported by Bloomberg Information Services, Inc., is not less than 30,000
shares, the Company may, at its option, upon written notice to Registered Owner,
made by certified, mail, return receipt requested, or overnight delivery service
such as Federal Express, not later than ten (10) days following such twenty (20)
consecutive business day period ("Warrant Exercise Notice"), require the
Registered Owner to exercise this Warrant within twenty (20) days following the
Registered Owner's receipt of the Warrant Exercise Notice.
(ii) In the event the Company requires the Registered Owner of this
Warrant to exercise this Warrant pursuant to Paragraph (j) (i), hereof, the
Registered Owner of this Warrant, may upon written notice to the Company made
within ninety (90) days following the Registered Owner's receipt of the Warrant
Exercise Notice, demand that the Company file such registration statement and/or
make such disclosures under the Securities Act as may be required with respect
to the Warrant Shares, in which event the Company, shall file such registration
statement and/or make such disclosures no later than thirty (30) days after such
written demand by the Registered Owner, and shall further use reasonable efforts
to cause any such registration statement to become effective as soon as possible
after the demand thereof, and in any event to have such registration statement
effective no later than ninety (90) days from the date of such demand.
(k) The Warrants represented by this Warrant Certificate are
non-transferable. Any common shares issued pursuant to this Warrant shall bear
the following legend:
"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
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AMENDED (THE "SECURITIES ACT"). THESE SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (a) TO THE COMPANY, (b) IN COMPLIANCE
WITH AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
U.S. SECURITIES ACT, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES
LAWS, OR (c) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS AND REGULATION GOVERNING
THE OFFER, AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR
OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY."
IN WITNESS WHEREOF, the Company has signed this Warrant by its duly
authorized officers this 27th day of August, 1999.
By: /s/ Xxxxxx X. Xxxxx
---------------------------------------
Chief Executive Officer
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EXERCISE FORM
Exhibit "A"
(To be completed and executed by the holder of the warrant to which this
exhibit is attached in order to exercise the warrant and to purchase the
stock purchasable upon exercise of the warrant.)
ALPINE CAPITAL GROUP, LLC
The undersigned hereby: (1) irrevocably subscribes for and offers to
purchase 183,333 (or part thereof) shares of Common Stock of XXXXXXX.XXX
INC., pursuant to the warrant to which this exhibit is attached; (2)
encloses payment of $366,666.00 (or such lesser amount in the case of a
partial exercise) for these shares at a price of $2.00 per share; and (3)
requests that a certificate for the shares to be issued in the name of the
undersigned and delivered to the undersigned at the address specified
below.
ALPINE CAPITAL GROUP, LLC
By: ------------------------------------
000 Xxxx 00xx Xxxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
EIN:
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