EXHIBIT 4.2
Warrant B Agreement
This Warrant B Agreement is made and entered into by and between iBX
Group, Inc., a Florida corporation with a class of securities registered under
Section 12(g) of the Securities Exchange Act of 1934, as amended (the "Issuer"
and the "Exchange Act," respectively) and ______________________________________
(hereinafter referred to as the "Holder").
Preamble:
WHEREAS, the Holder has entered into a subscription agreement for a
limited offering consisting of a sale of a total of 200 "Units," each unit being
sold for $1,000 and consisting of 54,687 shares of the Issuer's common stock,
100,000 class A warrants exercisable at $0.10 per share and 100,000 class B
warrants exercisable at $0.20 per share; and
WHEREAS, the Issuer has, pursuant to due corporate action and
authority, authorized the issuance of the referenced class B warrants subject to
the terms of this Agreement;
NOW, THEREFORE, in consideration of the premises, the payment by the
Holder to the Issuer of TWENTY- FIVE ($25.00) DOLLARS, the covenants herein set
forth and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby agree as follows:
Witnesseth:
1. Grant
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The Holder is hereby granted the right to purchase, at any time from
the effective date of this agreement until 5:00 p. m., Eastern Standard Time, on
December 31, 2002, up to an aggregate of 100,000 shares of common stock (the
"Common Stock") at the initial exercise price per share of twenty cents (
$0.20), subject to adjustment under certain circumstances as hereinafter set
forth.
2. Warrant Certificates.
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The warrant certificates (the"Warrant Certificates") delivered and to
be delivered pursuant to this Agreement shall be in the form set forth in
Exhibit B attached hereto and made a part hereof, with such appropriate
insertions, omissions, substitutions, and other variations as required or
permitted by this Agreement.
3. Exercise of Warrant.
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(a) The Warrants are initially exercisable at the price (subject to
adjustment as provided in Section 8 hereof) of $0.20 per share of
Common Stock hereof payable by certified or official bank check in New
York Clearing House funds, also subject to adjustment as provided in
Section 8 hereof.
(b) Upon surrender of a Warrant Certificate with the annexed Form of
Election to Purchase duly executed, together with payment of the
Exercise Price (as hereinafter defined) for the shares of Common Stock
purchased, at the Issuer's principal offices currently located at 000
XX 00xx Xxxxxx, Xxxxxxxxx Xxxxx, Xxxxxxx 00000 (Attention: Xxxx
Xxxxxxxxx, President), or at such other address as the Issuer may
designate
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This form of instrument is the exclusive property of the Yankee
Companies, LLC., a Florida limited liability company, and has been licensed for
use by the Parties (as defined herein) solely for use in this transaction. No
one is permitted to use this form or any derivations thereof without the prior
written permission of the Yankee Companies, LLC., subject to such terms and
conditions, including the payment of royalties or other fees, as the Yankee
Companies, LLC. may elect to impose on a transaction by transaction basis.
for such purpose, the registered Holder (which for purposes of this
Agreement will refer to both the person identified in the introductory
paragraph as the "Holder" and all of the Holder's successors in
interest with reference to this Warrant Agreement) shall be entitled to
receive a certificate or certificates for the shares of common stock so
purchased.
(c) The purchase rights represented by each Warrant Certificate are
exercisable at the option of the Holder thereof, in whole or in part
(but not as to fractional shares of the Common Stock underlying the
Warrants).
(d) Warrants may be exercised to purchase all or part of the shares of
Common Stock represented thereby.
(e) In the case of the purchase of less than all the shares of Common Stock
purchasable under any Warrant Certificate, the Issuer shall cancel said
Warrant Certificate upon the surrender thereof and shall execute and
deliver a new Warrant Certificate of like tenor for the balance of the
shares of Common Stock.
4. Issuance of Certificates.
-------------------------
(a) Upon the exercise of the Warrant, the issuance of certificates for
shares of Common Stock or other securities, properties or rights
underlying such Warrants, shall be made forthwith (and in any event
such issuance shall be made within five (5) business days thereafter)
without charge to the Holder thereof including, without limitations any
tax which may be payable in respect of the issuance thereof and such
certificates shall (subject to the provisions of Sections 5 and 7
hereof) be issued in the name of, or in such names as may be directed
by, the Holder thereof; provided, however, that the Issuer shall not be
required to pay any tax which may be payable in respect of any transfer
involved in the issuance and delivery of any such certificates in a
name other than that of the Holder and the Issuer shall not be required
to issue or deliver such certificates unless or until the person or
persons requesting the issuance thereof shall have paid to the Issuer
the amount of such tax or shall have established to the satisfaction of
the Issuer that such tax has been paid.
(b) The Warrant Certificates and the certificates representing the shares
of Common Stock (and/or other securities, property or rights issuable
upon exercise of the Warrants) shall be executed on behalf of the
Issuer by the manual or facsimile signature of the then-current
Chairman or Vice Chairman of the Board of Directors or President or
Vice President of the Issuer under its corporate seal reproduced
thereon, attested to by the manual or facsimile signature of the
then-current Secretary or Assistant Secretary of the Issuer. Warrant
Certificates shall be dated the date of execution by the Issuer upon
initial issuance, division, exchange, substitution or transfer.
5. Restriction On Transfer of Warrants.
-----------------------------------
(a) The Holder of a Warrant Certificate, by its acceptance thereof,
covenants and agrees that the Warrants are being acquired as an
investment and not with a view to the distribution thereof, in reliance
on the exemption from registration under the Securities Act of 1933, as
amended (the "Securities Act"), provided by Section (please check
appropriate Section):
[_] 4(2) of the Securities Act, based on the representations of
the Holder that it is not engaged in a distribution of the
Issuer's securities, as such concept is defined for purposes
of the Securities Act;
[_] 4(6) of the Securities Act, based on the representations of
the Holder that it qualifies as an "accredited investor" as
such term is defined in Section 501 of Regulation D
promulgated by the United States Securities and Exchange
Commission (the "Commission") under authority of the
Securities Act and the Exchange Act.
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iBX Group, Inc. Warrant B Agreement Page 2
(b) Because the Warrants have not been registered under the Securities Act,
they may not be sold, transferred, hypothecated or exchanged, except
after registration under the Securities Act or pursuant to an exemption
from such registration requirements, demonstrated to the satisfaction
of the Issuer's legal counsel, based on a legal opinion from legal
counsel to the Holder and such other matters as the Issuer's legal
counsel may reasonably request.
(c) Because the shares of common stock underlying the Warrants have not
been registered under the Securities Act, upon issuance they may not be
sold, transferred, hypothecated or exchanged, except after registration
under the Securities Act or pursuant to an exemption from such
registration requirements, demonstrated to the satisfaction of the
Issuer's legal counsel, based on a legal opinion from legal counsel to
the Holder and such other matters as the Issuer's legal counsel may
reasonably request; certificates for such shares shall be legended to
reflect such facts; and the Issuer's transfer agent shall note such
fact on the Issuer's transfer records and shall take steps reasonably
necessary to promote compliance therewith.
6. Exercise Price.
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ss.6.1 Initial and Adjusted Exercise Price.
------------------------------------
(a) Except as otherwise provided in Section 8 hereof, the initial exercise
price of each Warrant shall be $0.___ per share of Common Stock.
(b) The adjusted exercise price shall be the price which shall result from
time to time from any and all adjustments of the initial exercise price
in accordance with the provisions of Section 8 hereof.
ss.6.2 Exercise Price.
---------------
The term "Exercise Price" herein shall mean the initial exercise price
or the adjusted exercise price, depending upon the context.
7. Registration Rights.
--------------------
ss.7.1 Absence of Registration Under the Securities Act of 1933.
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(a) The Warrants and the shares of Common Stock issuable upon exercise of
the Warrants and any of the other securities issuable upon exercise of
the Warrants have not been registered under the Securities Act for
public resale.
(b) Upon exercise, in part or in whole, of the Warrants, certificates
representing the shares of Common Stock and any other securities
issuable upon exercise of the Warrants (collectively, the "Common Stock
underlying the Warrants") shall bear a legend providing substantially
as follows: "The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended ("Act')
for public resale, and may not be offered or sold except pursuant to
(i) an effective registration statement under the Act, (ii) to the
extent applicable, Rule 144 under the Act (or any similar rule under
such Act relating to the disposition of securities), or (iii) an
opinion from the Holder's legal counsel, if such opinion shall be
reasonably satisfactory to counsel to the issuer, that an exemption
from registration under such Act is available."
ss.7.2 Registration.
-------------
The Issuer covenants and agrees to prepare and file a registration
statement covering the Warrants and all underlying Common Stock within 45 days
following the date of this agreement, or as soon thereafter as is reasonably
practicable.
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iBX Group, Inc. Warrant B Agreement Page 3
ss.7.3 Piggyback Registration.
-----------------------
(a) If, at any time during the period commencing after the date hereof, the
Issuer proposes to register any of its securities under the Act (other
than in connection with a merger or pursuant to Form X-0, X-0 or
comparable registration statement [but not Form S-3]) on a form for
which the Common Stock underlying the Warrants is legally eligible for
inclusion and inclusion is not objected to by an underwriter effecting
a public offering of the Issuer's securities in conjunction therewith,
the Issuer will give written notice by registered mail, at least thirty
(30) days prior to the filing of each registration statement, to the
Holder and to all other Holders of the Warrants and/or the Common Stock
underlying the Warrants of its intention to do so.
(b) If the Holder or other Holders of the Warrants or the Common Stock
underlying the Warrants notify the Issuer within twenty (20) days after
receipt of any such notice of its or their desire to include any such
securities in such proposed registration statement, the Issuer shall
afford the Holder and such Holders of the Warrants or the Common Stock
underlying the Warrants the opportunity to have any such Common Stock
underlying the Warrants registered under such registration statement.
(c) As an alternative to the foregoing, the Issuer may, in its sole
discretion, elect to register the shares of Common Stock underlying the
Warrants in the first registration statement under the Securities Act
which it files and for which the Common Stock is otherwise eligible for
inclusion, whereupon the rights reflected in subsections 7.2(a) and
7.2(b) will be extinguished.
ss.7.4 Covenants of the Issuer With Respect to Registration.
-----------------------------------------------------
In connection with any registration under Sections 7.2 and 7.3 hereof,
the Issuer covenants and agrees as follows:
(a) The Issuer shall use its best efforts to have any registration
statements declared effective at the earliest possible time, and shall
furnish the Holder desiring to sell Common Stock underlying the
Warrants such number of prospectuses as shall reasonably be requested.
(b) The Issuer shall pay all costs (excluding any underwriting or selling
commissions or other charges of any broker-dealer acting on behalf of
Holders), fees and expenses in connection with all registration
statements filed pursuant to Section 7.2 hereof including, without
limitation, the Issuer's legal and accounting fees, printing expenses,
blue sky fees and expenses.
(c) The Issuer will take all necessary action which may be required in
qualifying or registering the Common Stock underlying the Warrants
included in a registration statement for offering and sale under the
securities or blue sky laws of the state requested by the Holder,
provided that all expenses associated therewith must be prepaid by the
Holder (or if requested as to any state by more than one Holder, then
by the requesting Holders, pro rata)
(d) The Issuer shall indemnify the Holder(s) of the Common Stock underlying
the Warrants to be sold pursuant to any registration statement and each
person, if any, who controls such Holder within the meaning of Section
15 of the Act or Section 20(a) of the Securities Exchange Act of 1934,
as amended ("Exchange Act"), against all loss, claim, damage, expense
or liability (including all expenses reasonably incurred in
investigating, preparing or defending against any claim whatsoever) to
which any of them may become subject under the Securities Act, the
Exchange Act or otherwise, arising from such registration statement,
except for information provided by the Holders or their agents.
(e) Nothing contained in this Agreement shall be construed as requiring the
Holder(s) to exercise their Warrants prior to the initial filing of any
registration statement or the effectiveness thereof.
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iBX Group, Inc. Warrant B Agreement Page 4
(f) If requested by or on behalf of a Holder but subject to such Holder's
payment of the reasonable costs thereof, the Issuer shall furnish to
each Holder participating in the registration:
(1) A signed counterpart, addressed to such Holder of (i) an
opinion of counsel to the Issuer, dated the effective date of
such registration statement (and, if such registration
includes an underwritten public offering, an opinion dated the
date of the closing under the underwriting agreement), and
(ii) a "cold comfort" letter dated the effective date of such
registration statement (and, if such registration includes an
underwritten public offering; a letter dated the date of the
closing under the underwriting agreement) signed by the
independent public accountants who have issued a report on the
Issuer's financial statements included in such registration
statement, in each case covering substantially the same
matters with respect to such registration statement (and the
prospectus included therein) and, in the case of such
accountants' letter, with respect to events subsequent to the
date of such financial statements, are as customarily covered
in opinions of issuer's counsel and in accountants' letters
delivered to selling stockholders in underwritten public
offering of securities.
(2) The correspondence and memoranda described below and copies of
all correspondence between the Commission and the Issuer, its
counsel or auditors and all memoranda relating to discussions
with the Commission or its staff with respect to the
registration statement, and permit the Holder to do such
investigation, upon reasonable advance notice, with respect to
information contained in or omitted from the registration
statement as it deems reasonably necessary to comply with
applicable securities laws or rules of the National
Association of Securities Dealers, Inc. ("NASD"), such
investigation to include access to books, records and
properties and the opportunity to discuss the business of the
Issuer with its officers and independent auditors, all to such
reasonable extent and at such reasonable times and as often as
any such Holder shall reasonably request as it deems necessary
to comply with applicable securities laws or NASD rules.
8. Adjustments to Exercise and Number of Securities.
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ss.8.1 Recapitalization.
----------------
In case the Issuer shall at any time subdivide or combine the
outstanding shares of Common Stock, the Exercise Price shall forthwith
be proportionately decreased in the case of subdivision or increased in
the case of combination and the number of shares of Common Stock
issuable shall forthwith be proportionately increased in the case of
subdivision or decreased in the case of combination
ss.8.2 Merger or Consolidation.
------------------------
In case of any consolidation of the Issuer with, or merger of the
Issuer with, or merger of the Issuer into, another corporation (other
than a consolidation or merger which does not result in any
reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and
deliver to the Holder a supplemental Amended & Restated Warrant
Agreement providing that the holder of each Warrant then outstanding or
to be outstanding shall have the right thereafter (until the expiration
of such Warrant) to receive upon exercise of such warrant, the kind and
amount of shares of stock and other securities and property receivable
upon such consolidation or merger, by a holder of the number of shares
of Common Stock of the Issuer for which such warrant might have been
exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental Amended & Restated Warrant Agreement shall
provide for adjustments which shall be identical to the adjustments
provided in this Section 8.
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iBX Group, Inc. Warrant B Agreement Page 5
ss.8.3 Adjustment in Number of Securities.
-----------------------------------
Upon each adjustment of the Exercise Price pursuant to the provisions
of this Section 8, the number of Securities issuable upon the exercise
of each Warrant shall be adjusted to the nearest full amount by
multiplying a number equal to the Exercise Price in effect immediately
prior to such adjustment by the number of Common Stock underlying the
Warrants issuable upon exercise of the Warrants immediately prior to
such adjustment and dividing the product so obtained by the adjusted
Exercise Price.
ss.8.4 Definition of Common Stock.
---------------------------
For the purpose of this Agreement, the term "Common Stock" shall mean
(i) the class of stock designated as Common Stock in the Articles of
Incorporation of the Issuer as may be amended as of the date hereof, or
(ii) any other class of stock resulting from successive changes or
reclassifications of such Common Stock consisting solely of changes in
par value, or from par value to no par value, or from no par value to
par value. In the event that the Issuer shall after the date hereof
issue securities with greater or superior voting rights than the shares
of Common Stock outstanding as of the date hereof, the Holder, at its
option, may receive upon exercise of any Warrant either shares of
Common Stock or a like number of such securities with greater or
superior voting rights.
ss.8.5 No Adjustment of Exercise Price in Certain Cases.
-------------------------------------------------
No adjustment of the Exercise Price shall be made:
(a) Upon the issuance or sale of the Warrants or the shares of Common Stock
issuable upon the exercise of the Warrants; or
(b) If the amount of said adjustment shall be less than 2 cents ($.02) per
Security, provided, however, that in such case any adjustment that
would otherwise be required then to be made shall be carried forward
and shall be made at the time of and together with the next subsequent
adjustment which, together with any adjustment so carried forward,
shall amount to at least 2 cents ($.02) per Security.
9. Exchange and Replacement of Warrant Certificates
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(a) Each Warrant Certificate is exchangeable without expense upon the
surrender thereof by the registered Holder at the principal executive
office of the Issuer, for a new Warrant Certificate of like tenor and
date representing in the aggregate the right to purchase the same
number of Securities in such denominations as shall be designated by
the Holder thereof at the time of such surrender.
(b) Upon presentation by the Holder of evidence reasonably satisfactory to
the Issuer of loss, theft, destruction or mutilation of any Warrant
Certificate, and, in case of loss, theft or destruction, of indemnity
or security reasonably satisfactory to it, and reimbursement to the
Issuer of all reasonable expenses incidental thereto, and upon
surrender and cancellation of the Warrants if mutilated, the Issuer
will make and deliver a new Warrant Certificate of like tenor, in lieu
thereof.
10. Elimination of Fractional Interests.
------------------------------------
The Issuer shall not be required to issue certificates representing
fractions of shares of Common Stock upon the exercise of the Warrants, nor shall
it be required to issue scrip or pay cash in lieu of fractional interests, it
being the intent of the parties that all fractional interests shall be
eliminated by rounding any fraction up to the nearest whole number of shares of
Common Stock or other securities, properties or rights.
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iBX Group, Inc. Warrant B Agreement Page 6
11. Reservation and Listing of Securities.
--------------------------------------
(a) The Issuer shall at all times reserve and keep available out of its
authorized shares of Common Stock, solely for the purpose of issuance
upon the exercise of the Warrants, such number of shares of Common
Stock or other securities, properties or rights as shall be issuable
upon the exercise thereof.
(b) The Issuer covenants and agrees that, upon exercise of the Warrants and
payment of the Exercise Price therefor, all shares of Common Stock and
other securities issuable upon such exercise shall be duly and validly
issued, fully paid, non-assessable and not subject to the preemptive
rights of any stockholder.
(c) As long as the Warrants shall be outstanding, the Issuer shall use its
best efforts to cause all shares of Common Stock issuable upon the
exercise of the Warrants to be listed (subject to official notice of
issuance) on all securities exchanges on which the Common Stock issued
to the public in connection herewith may then be listed and/or quoted
and on the Nasdaq Stock Market.
12. Notice to Warrant Holders.
--------------------------
(a) Nothing contained in this Agreement shall be construed as conferring
upon the Holders the right to vote or to consent or to receive notice
as a stockholder in respect of any meetings of stockholders for the
election of directors or any other manner, or as having any rights
whatsoever as a stockholder of the Issuer.
(b) Notwithstanding the forgoing, if at any time prior to the expiration of
the Warrants and their exercise, any of the following events shall
occur, then the Issuer shall give notice of such event at last fifteen
(15) days prior to the date fixed as a record date or the date of
closing the transfer books for the determination of the stockholders
entitled to such dividend, distribution, convertible or exchangeable
securities or subscription rights, or entitled to vote on such proposed
dissolution, liquidation, winding up or sale:
(1) the Issuer shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a
cash dividend or distribution payable otherwise than out of
current or retained earnings, as indicated by the accounting
treatment of such dividend or distribution on the books of the
Issuer; or
(2) the Issuer shall offer to all the holders of its Common Stock
any additional shares of capital stock of the Issuer or
securities convertible into or exchange for shares of capital
stock of the Issuer, or any option, right or warrant to
subscribe therefor: or
(3) a dissolution, liquidation or winding up of the Issuer (other
than in connection with a consolidation or merger) or a sale
of all or substantially all of its property, assets and
business as an entirety shall be proposed.
(c) Such notice shall specify such record date or the date of closing the
transfer books, as the case may be.
(d) Failure to give such notice or any defect herein shall not affect the
validity of any action taken in connection win the declaration or
payment of any such dividend, or the issuance of any convertible or
exchangeable securities, or subscription rights, options or warrants,
or any proposed dissolution, liquidation, winding up or sale.
13. Notices.
--------
All motions, requests, consents and other communications hereunder
shall be in writing and shall be deemed to have been duly made when delivered,
or mailed registered or certified mail, return receipt requested:
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iBX Group, Inc. Warrant B Agreement Page 7
(a) If to the Holder, at the last address reflected in the securities
registry books of the Issuer, or
(b) If to the Issuer, to the address set forth in Section 3 (b) hereof or
to such other address as the Issuer may designate by notice to the
Holders.
14. Supplements and Amendments.
---------------------------
(a) Except as otherwise expressly provided herein, the provisions of this
Agreement may be amended or waived at any time only by the written
agreement of the parties hereto.
(b) Any waiver, permit, consent or approval of kind or character on the
part of each Company or the Holder of any provisions or conditions of
this Agreement must be made in writing and shall be effective only in
the extent specifically set forth in such writing.
15. Successors.
-----------
All the covenants and provisions of this Agreement shall be binding
upon and inure to the benefit of the Issuer, the Holder and their respective
successors and assigns hereunder.
16. Governing Law; Submission to Jurisdiction.
------------------------------------------
(a) This Agreement and each Warrant Certificate issued hereunder shall be
deemed to be a contract made under the laws of the State of Florida and
for all the purposes shall be construed in accordance with the laws of
said State without giving effect to the rules of said State governing
the conflicts of laws.
(b) The Issuer and the Holder hereby agree that any action, proceeding or
claim against it arising out of, or relating in any way to, this
Agreement shall be brought and enforced in the courts of the State of
Florida or of the United Slates of America for the Southern District of
Florida, and irrevocably submit to such jurisdiction, which
jurisdiction shall be exclusive.
(c) The Issuer and the Holder hereby irrevocably waive any objection to
such exclusive jurisdiction or inconvenient forum.
(d) Any such process or summons to be served upon the Issuer or the Holder
(at the option of the party bringing such action, proceeding or claim)
may be served by transmitting a copy thereof, by registered or
certified mail, return receipt requested, postage prepaid, addressed to
it pursuant to Section 13 hereof.
(e) Such mailing shall deemed personal service and shall be legal and
binding upon the party so served in any action, proceeding or claim.
(f) The Issuer and the Holder agree that the prevailing party(ies) in any
such action or proceeding shall be entitled to recover from the other
party(ies) all of its/their reasonable costs and expenses (including
attorney's fees) relating to such action or proceeding and/or incurred
in connection with the preparation therefor.
17. Entire Agreement Modification.
-------------------------------
This Agreement contains the entire understanding between the parties
hereto with respect to the subject matter hereof and may not be modified or
amended except by a writing duly signed by the party against whom enforcement of
the modification or amendment is sought.
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iBX Group, Inc. Warrant B Agreement Page 8
18. Severability.
-------------
If any provision of this Agreement shall be held to be invalid or
unenforceable, such invalidity or unenforceability shall not affect any other
provision of this Agreement.
19. Captions.
---------
The caption headings of the Sections of this Agreement are for
convenience of reference only and are not intended, nor should they be construed
as, a part of this Agreement and shall be given no substantive effect.
20. Benefits of this Agreement.
---------------------------
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Issuer and the Holder any legal or equitable right,
remedy or claim under this Agreement, and this Agreement shall be for the sole
and exclusive 'benefit of the Issuer and the Holder.
21. Counterparts.
-------------
This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and,
such counterparts shall together constitute but one and the same instrument.
* * *
In Witness Whereof, the Parties have executed this Agreement, effective
as of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
iBX Group, Inc.
-----------------------------
_____________________________ By: ____________________________
Xxxx Xxxxxxxxx, President
Dated: _____________________
Attest: ____________________________
Xxxxx Xxxxxxxx, Secretary
{Corporate Seal}
-----------------------------
_____________________________ By: ______________________________
Holder
Dated: _____________________
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iBX Group, Inc. Warrant B Agreement Page 9
Exhibit B
Form of Warrant Certificate
The Warrants represented by this certificate and the other securities
issuable upon exercise thereof may not be offered or sold except pursuant to:
(1) An effective registration statement under the securities act of 1933.
(2) To the extent applicable, rule 144 under such act (or any similar rule
under such act relating to the disposition of securities), or
(3) An opinion of counsel, if such opinion shall be reasonably satisfactory
to counsel for the issuer, that an exemption from registration under
such act is available.
The transfers or exchange of the Warrants represented by this
certificate is restricted in accordance with the Amended & Restated Warrant
Agreement referred to herein.
EXERCISABLE ON OR BEFORE
5:00 P.M., Eastern Standard Time, December 31, 2002
No. _____ 100,000 Shares of Common Stock
Warrant Certificate es of Common Stock
This Warrant Certificate certifies that ______________________________,
or registered assigns, is the registered Holder of Warrants to purchase
initially, at any time from December ___, 2001, until 5:00 p.m. Eastern Standard
Time on December 31, 2002 ("Expiration Date",) up to 100,000 fully-paid and
non-assessable shares of common stock, $0.001 par value per share ("Common
Stock") of iBX Group, Inc., a Florida corporation (the "Issuer"), at an initial
exercise price, subject to adjustment in certain events (the "Exercise Price"),
of $0.20 per share of Common Stock, upon surrender of this Warrant Certificate
and payment of the Exercise Price at an office or agency of the Issuer, subject
to the terms and conditions set forth herein and in the Warrant between the
Issuer and the Holder (the "Warrant Agreement"). Payment of the Exercise Price
shall be made by certified or official bank check in New York Clearing House
funds payable to the order of the Issuer.
No Warrant may be exercised after 5:00 p.m. Eastern Standard Time, on
the Expiration Date, at which time all Warrants evidenced hereby unless
exercised prior thereto, hereby shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of this
instrument and is hereby referred to for a description of the rights,
obligations, duties and immunities thereunder of the Issuer and the Holder (the
words "Holder" or "Holders" meaning the registered holder or registered holders)
of the Warrants.
In Witness Whereof, this instrument has been executed by the Issuer,
effective as of the last date set forth below.
Signed, Sealed & Delivered
In Our Presence
iBX Group, Inc.
-----------------------------
_____________________________ By: ____________________________
Xxxx Xxxxxxxxx, President
[CORPORATE SEAL]
Attest: ____________________________
Xxxxx Xxxxxxxx, Secretary
Dated: _____________________
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iBX Group, Inc. Warrant B Agreement Page 10
iBX Group, Inc.
Warrant Exercise Form
Date: _____________________, 200__
The Undersigned hereby irrevocably elects to exercise the subject
Warrant to the extent of purchasing __________ Shares and hereby makes payment
of $______, the actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Please type or print in block letters
---------------------
(Name)
-----------------------------------
(Address)
* * *
Signature: _______________________
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iBX Group, Inc. Warrant B Agreement Page 11
IBX Group, Inc.
Warrant Assignment Form
FOR VALUE RECEIVED, ____________________________________, hereby sells,
assigns and transfer unto:
(Please type or print in block letters)
-------------------------------
(Name)
-------------------------------
-------------------------------
(Address)
the right to purchase Shares represented by this Warrant to the extent of
__________ Shares to which the within Warrant relates, and does hereby
irrevocably constitute and appoint _________________________ attorney, to
transfer the same on the books of the Issuer with full power of substitution in
the premises.
Dated: _______________, 200__
Signature: _______________________
NOTICE: The signatures to this partial assignment of Warrant
must correspond with the name as written upon the
face of the Warrant in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed:
IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF
A REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR
A TRUST COMPANY!
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iBX Group, Inc. Warrant B Agreement Page 12
