EXHIBIT 10.57
AMERICAN LEISURE HOLDINGS, INC.
WARRANT AGREEMENT
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Date: June 28, 2005
Effective Date: February 1, 2005
To Whom It May Concern:
AMERCIAN LEISURE HOLDINGS, INC. ("Company"), for value received, hereby agrees
to issue common stock purchase warrants entitling XXXXXXX X. XXXXXXXXX
("Holder") and his assigns to purchase an aggregate of 100,000 shares of the
Company's common stock ("Common Stock") which vest according to the following
schedule: 1) a warrant to purchase 50,000 shares vests on the Effective Date
set forth above; and, provided that Holder continues as either a member of the
advisory board or a Director of the Company without resigning, refusing to stand
for re-election or being terminated or removed with or without cause, 2) a
warrant to purchase 25,000 shares will vest on February 1, 2006; and 3) a
warrant to purchase 25,000 shares will vest on February 1, 2007. Such warrants
will be evidenced by a warrant certificate in the form attached hereto as
Schedule 1, Schedule 1.1 and Schedule 1.2 (each of such instruments being
hereinafter referred to as a "Warrant," and such Warrant and all instruments
hereafter issued in replacement, substitution, combination or subdivision
thereof being hereinafter collectively referred to as the "Warrant"). The
Warrant is (and will be) issued in consideration for Holder's services (and
continued services) as either a member of the advisory board or a Director of
the Company. The number of shares of Common Stock purchasable upon exercise of
the Warrant is subject to adjustment as provided in Section 5 below. The
Warrant will be exercisable by the Warrant Holder (as defined below) as to all
or any lesser number of shares of Common Stock covered thereby, at an initial
purchase price of $1.02 per share (the "Purchase Price"), subject to adjustment
as provided in Section 5 below, for the exercise period defined in Section 3(a)
below. The term "Warrant Holder" refers to the person whose name appears on the
signature page of this Warrant Agreement and any transferee or transferees of
any of them permitted by Section 2(a) below.
1. REPRESENTATIONS AND WARRANTIES.
--------------------------------
The Company represents and warrants to you as follows:
(a) CORPORATE AND OTHER ACTION. The Company has all requisite power
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and authority (corporate and other), and has taken all necessary
corporate action, to authorize, execute, deliver and perform this
Warrant Agreement, to execute, issue, sell and deliver the Warrant and
a certificate or certificates evidencing the Warrant, to authorize and
reserve for issue and, upon payment from time to time of the Purchase
Price, to issue, sell and deliver, the shares of the Common Stock
issuable upon exercise of the Warrant ("Shares"), and to perform all
of its obligations under this Warrant Agreement and the Warrant. The
Shares, when issued in accordance with this Warrant Agreement, will be
duly authorized and validly issued and outstanding, fully paid and
nonassessable and free of all liens, claims, encumbrances and
preemptive rights. This Warrant Agreement and, when issued, each
Warrant issued pursuant hereto, has been or will be duly executed and
delivered by the Company and is or will be a legal, valid and binding
agreement of the Company, enforceable in accordance with its terms. No
authorization, approval, consent or other order of any governmental
entity, regulatory authority or other third party is required for such
authorization, execution, delivery, performance, issue or sale.
(b) NO VIOLATION. The execution and delivery of this Warrant
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Agreement, the consummation of the transactions herein contemplated
and the compliance with the terms and provisions of this Warrant
Agreement and of the Warrant will not conflict with, or result in a
breach of, or constitute a default or an event permitting acceleration
under, any statute, the Articles of Incorporation, as amended, or
Bylaws of the Company or any indenture, mortgage, deed of trust, note,
bank loan, credit agreement, franchise, license, lease, permit, or any
other agreement, understanding, instrument, judgment, decree, order,
statute, rule or regulation to which the Company is a party or by
which it is bound.
2. TRANSFER.
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(a) TRANSFERABILITY OF WARRANT. You agree that the Warrant is being
----------------------------
acquired as an investment and not with a view to distribution thereof
and that the Warrant may not be transferred, sold, assigned or
hypothecated except as provided herein. The Holder agrees that the
Warrant may only be transferred by will or by the laws of descent and
distribution or for the benefit of one or more of the following
members of the Holder's immediate family: any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law or sister-in-law (including, without limitation, to a
trust for the benefit of the Holder and/or one or more of the
foregoing members of the Holder's immediate family or a corporation,
partnership or limited liability company established and controlled by
the Holder and/or one or more of the foregoing members of the Holder's
immediate family). You further acknowledge that the Warrant may not be
transferred, sold, assigned or hypothecated unless pursuant to a
registration statement that has become effective under the Securities
Act of 1933, as amended (the "Act"), setting forth the terms of such
offering and other pertinent data with respect thereto, or unless you
have provided the Company with an acceptable opinion from acceptable
counsel that such registration is not required. Certificates
representing the Warrant shall bear an appropriate legend.
Notwithstanding the foregoing, any request to transfer the Warrant
must be accompanied by the Form of Assignment and Transfer attached
hereto as Schedule 2 executed by the Warrant Holder.
(b) REGISTRATION OF SHARES. You agree not to make any sale or other
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disposition of the Shares except pursuant to a registration statement
which has become effective under the Act, setting forth the terms of
such offering, the underwriting discount and commissions and any other
pertinent data with respect thereto, unless you have provided the
Company with an acceptable opinion of counsel acceptable to the
Company that such registration is not required. Certificates
representing the Shares, which are not registered as provided in this
Section 2, shall bear an appropriate legend and be subject to a
"stop-transfer" order. You further agree that you will not without the
prior written consent of the Company, directly or indirectly, offer
for sale, sell, assign, pledge, issue, distribute, grant any option or
enter into any contract for sale of or otherwise dispose of (any such
action being hereafter referred to as a "Transfer") more than 35,000
Shares during any twelve-month period and that certificates
representing the Shares shall bear an appropriate legend regarding
this limitation on Transfer. In furtherance of the foregoing, the
Company and its transfer agent and registrar are hereby authorized to
decline to make any Transfer of the Shares if such Transfer would
constitute a violation or breach of this Section 2(b). The provisions
of this Section 2(b) shall be binding on the Holder, the assigns,
heirs, and personal representatives of the Holder and any person or
entity to which the Holder may transfer the Warrant pursuant to
Section 2(a) and shall be for the benefit of the Holder and the
Company.
(c) PIGGYBACK REGISTRATION RIGHTS. The Company covenants and agrees
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with the Holder that if, at any time within the period commencing on
the date hereof and ending on June 30, 2006, it proposes to file a
registration statement with respect to any class of equity or
equity-related security (other than in connection with an offering to
the Company's employees or in connection with an acquisition, merger
or similar transaction) under the Act in a primary registration on
behalf of the Company and/or in a secondary registration on behalf of
holders of such securities and the registration form to be used may be
used for the issuance or resale of the Shares, the Company will either
include the Shares in such registration statement or give prompt
written notice to the Holders at the address appearing on the records
of the Company of its intention to file a registration statement and
will offer to include in such registration statement, such number of
Shares with respect to which the Company has received written requests
for inclusion therein within twenty (20) days after the giving of
notice by the Company. The Holder and the Company acknowledge and
understand that the Company will file a secondary registration on
behalf of Stanford Venture Capital, Inc. ("Stanford"), that the
inclusion of the Shares in such registration is subject to the prior
approval of Stanford, and that Stanford may not approve the inclusion
of the Shares, in which case, the Piggyback Registration Rights
provided in this paragraph will continue pursuant to the terms of this
paragraph for any subsequent primary or secondary registration.
3. EXERCISE OF WARRANT, PARTIAL EXERCISE.
-----------------------------------------
(a) EXERCISE PERIOD. This Warrant shall expire and all rights
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hereunder shall be extinguished five (5) years from the date on which
such Warrant vests according to the Introductory Paragraph of this
Warrant Agreement.
(b) EXERCISE IN FULL. Subject to Section 3(a), a Warrant may be
------------------
exercised in full by the Warrant Holder by surrender of the Warrant,
with the Form of Subscription attached hereto as Schedule 3 executed
by such Warrant Holder, to the Company c/o Xxxxx X. Xxxx, Attorney at
Law, 0000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000,
accompanied by payment as determined by 3(d) below, in the amount
obtained by multiplying the number of Shares represented by the
respective Warrant by the Purchase Price per share (after giving
effect to any adjustments as provided in Section 5 below).
(c) PARTIAL EXERCISE. Subject to Section 3(a), each Warrant may be
-----------------
exercised in part by the Warrant Holder by surrender of the Warrant,
with the Form of Subscription attached hereto as Schedule 3 at the end
thereof duly executed by such Warrant Holder, in the manner and at the
place provided in Section 3(b) above, accompanied by payment as
determined by 3(d) below, in amount obtained by multiplying the number
of Shares designated by the Warrant Holder in the Form of Subscription
attached hereto as Schedule 3 to the Warrant by the Purchase Price per
share (after giving effect to any adjustments as provided in Section 5
below). Upon any such partial exercise, the Company at its expense
will forthwith issue and deliver to or upon the order of the Warrant
Holder a new Warrant of like tenor, in the name of the Warrant Holder
subject to Section 2(a), calling in the aggregate for the purchase of
the number of Shares equal to the number of such Shares called for on
the face of the respective Warrant (after giving effect to any
adjustment herein as provided in Section 5 below) minus the number of
such Shares designated by the Warrant Holder in the aforementioned
form of subscription.
(d) PAYMENT OF PURCHASE PRICE. Payment of the Purchase Price may be
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made by any of the following or a combination thereof, at the election
of the Warrant Holder:
(i) In cash, by wire transfer, by certified or cashier's check,
or by money order; or
(ii) In the event that the Shares have not been registered
pursuant to Section 2(c), by delivery to the Company of an
exercise notice that requests the Company to issue to the Warrant
Holder the full number of shares as to which the Warrant is then
exercisable, less the number of shares that have an aggregate
Fair Market Value at the time of exercise, equal to the aggregate
Purchase Price of the Shares to which such exercise relates.
(This method of exercise allows the Warrant Holder to use a
portion of the Shares issuable at the time of exercise as payment
for the Shares to which the Warrant relates and is often referred
to as a "cashless exercise." For example, if the Warrant Holder
elects to exercise 1,000 Shares at an exercise price of $1.02 (or
an aggregate Purchase Price of $1,020.00) and the current Fair
Market Value of the shares on the date of exercise is $1.50, the
Warrant Holder can use 680 of the 1,000 shares at $1.50 per share
to pay for the exercise of such portion of the Warrant (680 x
$1.50 = $1,020.00) and receive only the remaining 320 shares.)
For purposes of this section, " Fair Market Value" shall be defined as
the average closing price of the Common Stock (if actual sales price
information on any trading day is not available, the closing bid price
shall be used) for the five (5) trading days prior to the date of exercise
of this Warrant (the "Average Closing Bid Price"), as reported by the
National Association of Securities Dealers Automated Quotation System
("NASDAQ"), or if the Common Stock is not traded on NASDAQ, the Average
Closing Bid Price in the over-the-counter market; provided, however, that
if the Common Stock is listed on a stock exchange, the Fair Market Value
shall be the Average Closing Bid Price on such exchange; and, provided
further, that if the Common Stock is not quoted or listed by any
organization, the fair value of the Common Stock, as determined by the
Board of Directors of the Company, whose determination shall be conclusive,
shall be used. In no event shall the Fair Market Value of any share of
Common Stock be less than its par value.
4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
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Any exercise of the Warrant pursuant to Section 3 shall be deemed to
have been effected immediately prior to the close of business on the date
on which the Warrant together with the Form of Subscription and the payment
for the aggregate Purchase Price shall have been received by the Company.
At such time, the person or persons in whose name or names any certificate
or certificates representing the Shares or Other Securities (as defined
below) shall be issuable upon such exercise shall be deemed to have become
the holder or holders of record of the Shares or Other Securities so
purchased. As soon as practicable after the exercise of any Warrant in full
or in part, and in any event within ten (10) business days thereafter, the
Company at its expense (including the payment by it of any applicable issue
taxes) will cause to be issued in the name of, and delivered to the
purchasing Warrant Holder, a certificate or certificates representing the
number of fully paid and nonassessable shares of Common Stock or Other
Securities to which such Warrant Holder shall be entitled upon such
exercise, plus in lieu of any fractional share to which such Warrant Holder
would otherwise be entitled, cash in an amount determined pursuant to
Section 6(e). The term "Other Securities" refers to any stock (other than
Common Stock), other securities or assets (including cash) of the Company
or any other person (corporate or otherwise) which the Warrant Holder at
any time shall be entitled to receive, or shall have received, upon the
exercise of the Warrant, in lieu of or in addition to Common Stock, or
which at any time shall be issuable or shall have been issued in exchange
for or in replacement of Common Stock or Other Securities pursuant to
Section 5 below or otherwise.
5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE.
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The Purchase Price and the number of Shares are subject to adjustment
from time to time as set forth in this Section 5.
(a) In case the Company shall at any time after the date of this
Warrant Agreement (i) declare a dividend on the Common Stock in shares
of its capital stock, (ii) subdivide the outstanding Common Stock,
(iii) combine the outstanding Common Stock into a smaller number of
Common Stock, or (iv) issue any shares of its capital stock by
reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which
the Company is the continuing corporation), then in each case the
Purchase Price, and the number and kind of Shares receivable upon
exercise, in effect at the time of the record date for such dividend
or of the effective date of such subdivision, combination, or
reclassification shall be proportionately adjusted so that the holder
of any Warrant exercised after such time shall be entitled to receive
the aggregate number and kind of Shares which, if such Warrant had
been exercised immediately prior to such record date, he would have
owned upon such exercise and been entitled to receive by virtue of
such dividend, subdivision, combination, or reclassification. Such
adjustment shall be made successively whenever any event listed above
shall occur.
(b) No adjustment in the Purchase Price shall be required if such
adjustment is less than $.05; provided, however, that any adjustments
which by reason of this subsection (b) are not required to be made
shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 5 shall be made to the
nearest cent or to the nearest one-thousandth of a share, as the case
may be.
(c) Upon each adjustment of the Purchase Price as a result of the
calculations made in subsection (a) of this Section 5, the Warrant
outstanding prior to the making of the adjustment in the Purchase
Price shall thereafter evidence the right to purchase, at the adjusted
Purchase Price, that number of Shares (calculated to the nearest
thousandth) obtained by (i) multiplying the number of Shares
purchasable upon exercise of the Warrant immediately prior to
adjustment of the number of Shares by the Purchase Price in effect
prior to adjustment of the Purchase Price and (ii) dividing the
product so obtained by the Purchase Price in effect immediately after
such adjustment of the Purchase Price.
6. FURTHER COVENANTS OF THE COMPANY.
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(a) DILUTION OR IMPAIRMENTS. The Company will not, by amendment of
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its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger or dissolution, avoid or
seek to avoid the observance or performance of any of the terms of the
Warrant or of this Warrant Agreement, but will at all times in good
faith assist in the carrying out of all such terms and in the taking
of all such action as may be necessary or appropriate in order to
protect the rights of the Warrant Holder against dilution or other
impairment. Without limiting the generality of the foregoing, the
Company:
(i) shall at all times reserve and keep available, solely for
issuance and delivery upon the exercise of the Warrant, all
shares of Common Stock (or Other Securities) from time to time
issuable upon the exercise of the Warrant and shall take all
necessary actions to ensure that the par value per share, if any,
of the Common Stock (or Other Securities) is at all times equal
to or less than the then effective Purchase Price per share; and
(ii) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully
paid and nonassessable shares of Common Stock or Other Securities
upon the exercise of the Warrant from time to time outstanding.
(b) TITLE TO STOCK. All Shares delivered upon the exercise of the
----------------
Warrant shall be validly issued, fully paid and nonassessable; each
Warrant Holder shall, upon such delivery, receive good and marketable
title to the Shares, free and clear of all voting and other trust
arrangements, liens, encumbrances, equities and claims whatsoever; and
the Company shall have paid all taxes, if any, in respect of the
issuance thereof.
(c) EXCHANGE OF WARRANT. Subject to Section 2(a) hereof, upon
---------------------
surrender for exchange of any Warrant to the Company, the Company at
its expense will promptly issue and deliver to or upon the order of
the holder thereof a new Warrant or like tenor, in the name of such
holder or as such holder (upon payment by such Warrant holder of any
applicable transfer taxes) may direct, calling in the aggregate for
the purchase of the number of Shares called for on the face of the
Warrant surrendered. The Warrant and all rights thereunder are
transferable in whole or in part upon the books of the Company by the
registered holder thereof, subject to the provisions of Section 2(a),
in person or by duly authorized attorney, upon surrender of the
Warrant, duly endorsed, at the principal office of the Company.
(d) REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
------------------------
satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon delivery of an indemnity agreement reasonably
satisfactory in form and amount to the Company or, in the case of any
such mutilation, upon surrender and cancellation of such Warrant, the
Company, at the expense of the Warrant Holder, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
(e) FRACTIONAL SHARES. No fractional Shares are to be issued upon the
------------------
exercise of any Warrant, but the Company shall round any fraction of a
share to the nearest whole Share.
7. OTHER WARRANT HOLDERS: HOLDERS OF SHARES.
---------------------------------------------
The Warrant is issued upon the following terms, to all of which each
Warrant Holder by the taking thereof consents and agrees: (a) any person
who shall become a transferee, within the limitations on transfer imposed
by Section 2(a) hereof, of a Warrant properly endorsed shall take such
Warrant subject to the provisions of Section 2(a) hereof and thereupon
shall be authorized to represent himself, herself or itself as absolute
owner thereof and, subject to the restrictions contained in this Warrant
Agreement, shall be empowered to transfer absolute title by endorsement and
delivery thereof to a permitted bona fide purchaser for value; (b) any
person who shall become a holder or owner of Shares shall take such shares
subject to the provisions of Section 2(b) hereof; (c) each prior taker or
owner waives and renounces all of his, her or its equities or rights in
such Warrant in favor of each such permitted bona fide purchaser, and each
such permitted bona fide purchaser shall acquire absolute title thereto and
to all rights presented thereby; and (d) until such time as the respective
Warrant is transferred on the books of the Company, the Company may treat
the registered holder thereof as the absolute owner thereof for all
purposes, notwithstanding any notice to the contrary.
8. MISCELLANEOUS.
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All notices, certificates and other communications from or at the
request of the Company to any Warrant Holder shall be mailed by first
class, registered or certified mail, postage prepaid, to such address as
may have been furnished to the Company in writing by such Warrant Holder,
or, until an address is so furnished, to the address of the last holder of
such Warrant who has so furnished an address to the Company, except as
otherwise provided herein. This Warrant Agreement and any of the terms
hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. This Warrant Agreement
shall be construed and enforced in accordance with and governed by the laws
of the State of Florida. The headings in this Warrant Agreement are for
purposes of reference only and shall not limit or otherwise affect any of
the terms hereof. This Warrant Agreement, together with the forms of
instruments annexed hereto as schedules, constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof.
For purposes of this Warrant Agreement, a faxed signature shall constitute
an original signature.
IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be executed
on this 28th day of June, 2005, by a duly authorized representative of the
Company.
AMERICAN LEISURE HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
XXXXXXX X. XXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
SCHEDULE 1
WARRANT
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THIS WARRANT AND THE SHARES OF COMMON STOCK UNDELYING THIS WARRANT
(COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER: (A) THE
SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM
REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D
PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON
APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR
INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANT NOR THE
UNDERLYING COMMON STOCK MAY BE TRANSFERRED OR, IN THE CASE OF THE WARRANT,
EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS.
TRANSFER OF THE UNDERLYING COMMON STOCK IS ALSO SUBJECT TO VOLUME LIMITATIONS AS
PROVIDED IN THE WARRANT AGREEMENT.
To Purchase 50,000 Shares
of Common Stock
AMERICAN LEISURE HOLDINGS, INC.
This certifies that, for value received, the hereafter named registered owner is
entitled, subject to the terms and conditions of this Warrant, until the
expiration date, to purchase the number of shares (the "Shares") set forth above
of the common stock ("Common Stock"), of AMERICAN LEISURE HOLDINGS, INC. (the
"Company") from the Company at the purchase price per share hereafter set forth
below, on delivery of this Warrant to the Company with the exercise form duly
executed and payment of the purchase price (in cash, by certified or bank
cashier's check payable to the order of the Company or by wire transfer) for
each Share purchased. This Warrant is subject to the terms of the Warrant
Agreement between the parties thereto dated as of June 28, 2005, with an
effective date of February 1, 2005, the terms of which are hereby incorporated
herein. Reference is hereby made to such Warrant Agreement for a further
statement of the rights of the holder of this Warrant.
Registered Owner: Xxxxxxx X. Xxxxxxxxx Date: June 28, 2005
Effective Date: February 1, 2005
Purchase Price
Per Share: $1.02
Expiration Date: January 31, 2010, 5:00 p.m. Eastern Standard Time.
WITNESS the signature of the Company's duly authorized representative:
AMERICAN LEISURE HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
XXXXXXX X. XXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
SCHEDULE 1.1
WARRANT
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THIS WARRANT AND THE SHARES OF COMMON STOCK UNDELYING THIS WARRANT
(COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER: (A) THE
SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM
REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D
PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON
APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR
INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANT NOR THE
UNDERLYING COMMON STOCK MAY BE TRANSFERRED OR, IN THE CASE OF THE WARRANT,
EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS.
TRANSFER OF THE UNDERLYING COMMON STOCK IS ALSO SUBJECT TO VOLUME LIMITATIONS AS
PROVIDED IN THE WARRANT AGREEMENT.
To Purchase 25,000 Shares
of Common Stock
AMERICAN LEISURE HOLDINGS, INC.
This certifies that, for value received, the hereafter named registered owner is
entitled, subject to the terms and conditions of this Warrant, until the
expiration date, to purchase the number of shares (the "Shares") set forth above
of the common stock ("Common Stock"), of AMERICAN LEISURE HOLDINGS, INC. (the
"Company") from the Company at the purchase price per share hereafter set forth
below, on delivery of this Warrant to the Company with the exercise form duly
executed and payment of the purchase price (in cash, by certified or bank
cashier's check payable to the order of the Company or by wire transfer) for
each Share purchased. This Warrant is subject to the terms of the Warrant
Agreement between the parties thereto dated as of June 28, 2005, with an
effective date of February 1, 2005, the terms of which are hereby incorporated
herein. Reference is hereby made to such Warrant Agreement for a further
statement of the rights of the holder of this Warrant.
Registered Owner: Xxxxxxx X. Xxxxxxxxx Date: February 1, 2006
Purchase Price
Per Share: $1.02
Expiration Date: January 31, 2011, 5:00 p.m. Eastern Standard Time.
WITNESS the signature of the Company's duly authorized representative:
AMERICAN LEISURE HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
XXXXXXX X. XXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
SCHEDULE 1.2
WARRANT
-------
THIS WARRANT AND THE SHARES OF COMMON STOCK UNDELYING THIS WARRANT
(COLLECTIVELY, THE "SECURITIES") HAVE NOT BEEN REGISTERED UNDER: (A) THE
SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM
REGISTRATION PROVIDED IN SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D
PROMULGATED THEREUNDER; OR (B) ANY STATE SECURITIES LAWS IN RELIANCE UPON
APPLICABLE EXEMPTIONS THEREUNDER. THESE SECURITIES MUST BE ACQUIRED FOR
INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR, AND NEITHER THE WARRANT NOR THE
UNDERLYING COMMON STOCK MAY BE TRANSFERRED OR, IN THE CASE OF THE WARRANT,
EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS.
TRANSFER OF THE UNDERLYING COMMON STOCK IS ALSO SUBJECT TO VOLUME LIMITATIONS AS
PROVIDED IN THE WARRANT AGREEMENT.
To Purchase 25,000 Shares
of Common Stock
AMERICAN LEISURE HOLDINGS, INC.
This certifies that, for value received, the hereafter named registered owner is
entitled, subject to the terms and conditions of this Warrant, until the
expiration date, to purchase the number of shares (the "Shares") set forth above
of the common stock ("Common Stock"), of AMERICAN LEISURE HOLDINGS, INC. (the
"Company") from the Company at the purchase price per share hereafter set forth
below, on delivery of this Warrant to the Company with the exercise form duly
executed and payment of the purchase price (in cash, by certified or bank
cashier's check payable to the order of the Company or by wire transfer) for
each Share purchased. This Warrant is subject to the terms of the Warrant
Agreement between the parties thereto dated as of June 28, 2005, with an
effective date of February 1, 2005, the terms of which are hereby incorporated
herein. Reference is hereby made to such Warrant Agreement for a further
statement of the rights of the holder of this Warrant.
Registered Owner: Xxxxxxx X. Xxxxxxxxx Date: February 1, 2007
Purchase Price
Per Share: $1.02
Expiration Date: January 31, 2012, 5:00 p.m. Eastern Standard Time.
WITNESS the signature of the Company's duly authorized representative:
AMERICAN LEISURE HOLDINGS, INC.
By:/s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Executive Officer
XXXXXXX X. XXXXXXXXX
/s/ Xxxxxxx X. Xxxxxxxxx
--------------------------------
Xxxxxxx X. Xxxxxxxxx
SCHEDULE 2
FORM OF ASSIGNMENT AND TRANSFER
-------------------------------
For value received, the undersigned hereby sells, assigns and transfers unto
the right represented by the enclosed Warrant
-----------------------------------
to purchase shares of Common Stock of AMERICAN LEISURE HOLDINGS, INC.
-----------
to which the enclosed Warrant relates, and appoints Attorney
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to transfer such right on the books of AMERICAN LEISURE HOLDINGS, INC. with full
power of substitution in the premises.
The undersigned represents and warrants that the transfer of the enclosed
Warrant is permitted by the terms of the Warrant Agreement pursuant to which the
enclosed Warrant has been issued, and the transferee hereof, by his, her or its
acceptance of this Agreement, represents and warrants that he, she or it is
familiar with the terms of said Warrant Agreement and agrees to be bound by the
terms thereof with the same force and effect as if a signatory thereto.
Dated:
---------------
---------------------------------------
(Signature must be an original
signature (no photocopied or faxed
signatures) and must conform in all
respects to name and signature of holder
as specified on the face of the enclosed
Warrant)
---------------------------------------
(Address)
Signed in the presence of:
-----------------------------------
SCHEDULE 3
FORM OF SUBSCRIPTION
--------------------
(To be signed only upon exercise of Warrant)
To AMERICAN LEISURE HOLDINGS, INC.:
The undersigned, the holder of the enclosed Warrant, hereby irrevocably elects
to exercise the purchase right represented by such Warrant for, and to purchase
thereunder, * shares of Common Stock of AMERICAN LEISURE HOLDINGS,
---------------
INC. and herewith makes payment of $ therefore, and requests that
----------------
the certificate or certificates for such shares be issued in the name of and
delivered to the undersigned.
Dated:
---------------
--------------------------------------
(Signature must be an original
signature (no photocopied or faxed
signatures) and must conform in all
respects to name and signature of holder
as specified on the face of the enclosed
Warrant)
---------------------------------------
(Address)
--------------------------------
(*) Insert here the number of shares called for on the face of the Warrant
or, in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercised, in either case without making any adjustment
for additional Common Stock or any other stock or other securities or
property which, pursuant to the adjustment provisions of the Warrant
Agreement pursuant to which the Warrant was granted, may be delivered upon
exercise.
