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EXHIBIT 6.2
WARRANT AGREEMENT FOR AXXESS INTERNATIONAL GROUP, INC.
Cable Link, Inc. (the "Company"), hereby grants to Axxess International Group,
Inc. (the "Warrantee") a warrant to purchase a total of 100,000 shares of the
Common Stock (the "Shares") of the Company, at the price determined herein.
RECITALS
A. Warrantee is purchasing one unit of Cable Link comprising of 100,000
Common Shares and 100,000 Warrants.
B. Warrantee is paying $200,000 for said Common Shares.
C. The Company considers it desirable and in the best interests that the
Warrantee be given an inducement to acquire a further proprietary
interest in the Company pursuant to the Warrants granted as provided
for below.
In consideration of the mutual promised made herein, it is agreed by and between
the parties as follows:
1. Nature of the Warrant. These warrants will be exempt from registration
pursuant to a Regulation D 504 filing with the SEC as part of a unit
and the common shares will be issuable and freely tradable upon
exercise, with the warrant price at or in excess of the current market
value of the shares.
2. Warrant Price and Term. The warrant price is as follows:
- Warrants for 25,000 shares with an exercise price of $2.25 per
share, with an expiration of six months after the effective date of
the offering.
- Warrants for 25,000 shares with an exercise price of $2.75 per
share, with an expiration of six months after the effective date of
the offering.
- Warrants for 25,000 shares with an exercise price of $3.25 per
share, with an expiration of nine months after the effective date of
the offering.
- Warrants for 25,000 shares with and exercise price of $3.75 per
share, with an expiration of nine months after the effective date of
the offering.
3. Exercise of Warrants
(a) Exercise. The warrants shall be exercisable in increments of 1,000
shares.
(b) Method of Exercise. The Warrants shall be exercisable by written
notice which shall state the election to exercise the Warrants, the
number of Shares in respect to which the Warrants are being
exercised, and the name in which the shares are to be registered.
Such written notice shall be signed by the Warrantee and shall be
delivered to the CEO, or legal council of the Company. Warrantee
shall make payment to the Company at such time as the Company is
prepared to exchange the certificates representing the shares.
(c) Cashless Exercise. The Warrants may be exercised through a
"cashless" exercise, when coordinated with a brokerage firm. In the
event the Warrantee selects a cashless method of exercising the
warrants, he shall notify the Company at the time of exercise that
he intends a cashless exercise, and identify in writing the
brokerage firm, and the Company will coordinate forthwith such
brokerage firm.
(d) Restrictions on Exercise. These warrants are fully vested, and there
are no restrictions on their exercise.
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4. Reclassification, Consolidation or Merger. The number and Warrant price
of the shares of Stock covered by the Warrants as well as the number of
shares of Stock covered by any outstanding Warrants shall be
proportionately adjusted as appropriate, to reflect any dividend, split,
combination, recapitalization, exchange of shares, reorganization or
similar transaction or change in, or affecting the stock, the Common
Stock or the capital structure of the Company.
5. Rights Prior to Exercise of Warrant. Warrantee shall have no rights as a
stockholder with respect to the warranted Shares until payment of the
option price and delivery to him such Shares as provided herein.
6. Restrictions on Disposition. All Shares acquired by Warrantee pursuant
to this Warrant Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition contained in the Company's Bylaws or
as required by the applicable state laws, or the Securities Exchange
Commission. However, such shares shall be exempt from registration, and
shall be freely tradable when exercised.
7. Binding Effect. This Agreement shall insure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
8. Withholding. Because the exercise price for the warrants is equal to or
greater than the market value of the shares, there is no withholding by
the Company as a result of the grant or exercise of the warrants or the
sale of the Shares issued upon exercise of the warrants.
9. Transferability of Warrants. The warrants (and the rights to the shares
thereunder) may be sold, pledged, assigned, hypothecated, gifted,
transferred or disposed of in any manner, in increments of 1,000 shares;
provided, however, that (i) such transfer of assignment is in compliance
with all applicable securities laws, and (ii) Cable Link shall have
received (at its sole option) an opinion of counsel, in form and
substance acceptable to Cable Link, that such transfer or assignment is
so in compliance with all applicable securities laws.
10. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the Sate of California.
Effective Date: January 8, 1997
Cable Link, Inc.
By:
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Xxx Xxxxxx
Axxess International Group, Inc.
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Xxxx Xxxxxx
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