EXHIBIT 4.15
WARRANT ISSUANCE AGREEMENT
Xxxxxx.xxx, Inc. agrees to issue 5,000,000 warrants in accordance with the
attached Schedule A for the total joint venture specifically for the individual
herein defined, U.S. stock market regulations and based on the approval of its
shareholders to Xxxxxx X. Xxx.
Agreed and accepted on behalf of Xxxxxx.xxx, Inc. by:
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NAME
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PRINT
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TITLE
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DATE
E-53
EXHIBIT 4.15
Schedule A, Xxxxxx X. Xxx
CHINA / XXXXXX.XXX JOINT VENTURE
Warrants Issuance Agreement
5,000,000 warrants @ closing price per share on 2/23/2000
Anti Dilution provisions **
Life of Warrants 3/1/2004
VESTING SCHEDULE
% VESTED NUMBER OF VESTING EVENT COST WHEN GROSS VALUE AT NET PROFIT AT GROSS VALUE AT
WARRANTS EXERCISED $10.00 PER SHARE 10.00 PER SHARE $20.00 PER SHARE
ISSUED
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10% 500,000 Upon signing of Exclusive $2,187,500 $ 5,000,000 $2,812,500 $10,000,000
Agreement
30% 1,500,000 Upon funding of a minimum $6,562,500 $15,000,000 $8,437,500 $30,000,000
of $20,000,000.
20% 1,000,000 Upon achieving $10,000,000 $4,375,000 $10,000,000 $5,625,000 $20,000,000
in Gross Sales *
20% 1,000,000 Upon achieving first $4,375,000 $10,000,000 $5,625,000 $20,000,000
profitable quarter *
20% 1,000,000 Upon achieving $4,375,000 $10,000,000 $5,625,000 $20,000,000
$250,000,000 in Gross
Sales *
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5,000,000 TOTAL $21,875,000 $50,000,000 $28,125,000 $100,000,000
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NET PROFIT AT GROSS VALUE AT NET PROFIT AT GROSS VALUE AT NET PROFIT AT 40.00
20.00 PER SHARE $30.00 PER SHARE 30.00 PER SHARE $40.00 PER SHARE PER SHARE
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$ 7,812,500 $15,000,000 $12,812,500 $20,000,000 $17,812,500
$23,437,500 $45,000,000 $38,437,500 $60,000,000 $53,437,500
$15,625,000 $30,000,000 $25,625,000 $40,000,000 $35,625,000
$15,625,000 $30,000,000 $25,625,000 $40,000,000 $35,625,000
$15,625,000 $30,000,000 $25,625,000 $40,000,000 $35,625,000
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$78,125,000 $150,000,000 $128,125,000 $200,000,000 $178,125,000
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assumes price of $4.375
* All events based on accounting in a separate Xxxxxx.xxx, Inc.
division or subsidiary.
** In case Xxxxxx.xxx Inc. shall hereafter pay a dividend or make a
distribution on its Common Stock in shares of its capital stock,
subdivide its outstanding shares of Common Stock, or combine its
outstanding shares of Common Stock into a smaller number of
shares, the holder of these warrants shall be entitled to
receive the number of Warrant shares which the holder would have
owned immediately following such action had such Warrant been
exercised immediately prior thereto.
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