Exhibit 99.1
Warrant Agreement for consulting services rendered by X. X. Xxxxx
THIS WARRANT AND ANY SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED FOR SALE IN
THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL OR
OTHER EVIDENCE ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED.
MULTI MEDIA TUTORIAL SERVICES, INC
WARRANT AGREEMENT
VOID AFTER 5:00 P.M. NEW YORK TIME, January 1, 2007
Issue Date: January 1, 2002
1. BASIC TERMS. This Warrant Agreement (the "Warrant") certifies that,
for consulting services rendered and value received, the registered holder
specified below or its registered assigns ("Holder") is the owner of a warrant
of Multi Media Tutorial Services, Inc., a Delaware corporation having its
principal place of business at 0000 Xxxx 00xx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000
(the "Corporation"), subject to adjustments as provided herein, to purchase up
to 300,000 shares of the Common Stock, $0.01 par value, of the Corporation (the
"Common Stock") from the Corporation at the price per share shown below (the
"Exercise Price").
HOLDER: EXERCISE PRICE:
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X.X. Xxxxx $0.07 cents
Except as specifically provided otherwise, all references in this Warrant to the
Exercise Price and the number of shares of Common Stock purchasable hereunder
shall be to the Exercise Price and number of shares after any adjustments are
made thereto pursuant to this Warrant.
2. CORPORATION'S REPRESENTATIONS/COVENANTS. The Corporation represents
and covenants that the shares of Common Stock issuable upon the exercise of this
Warrant shall at delivery be fully paid and non-assessable and free from taxes,
liens, encumbrances and charges with respect to their purchase. The Corporation
shall take any necessary actions to assure that the par value per share of the
Common Stock is at all times equal to or less than the then current Exercise
Price per share of Common Stock issuable pursuant to this Warrant. The
Corporation shall at all times reserve and hold available sufficient shares of
Common Stock to satisfy all conversion and purchase rights of outstanding
convertible securities, options and warrants of the Corporation, including this
Warrant.
3. METHOD OF EXERCISE; FRACTIONAL SHARES. This Warrant is exercisable
at the option of the Holder at any time by surrendering this Warrant, on any
business day during the period (the "Exercise Period") beginning the business
day after the issue date of this Warrant specified above and ending at 5:00 p.m.
(New York time) five (5) years after the issue date. This Warrant may not be
exercised for fewer than 5,000 shares per exercise, as adjusted to reflect stock
dividends, stock splits, and other comparable changes. To exercise this Warrant,
the Holder shall surrender this Warrant at the principal office of the
Corporation or that of the duly authorized and acting transfer agent for its
Common Stock, together with the executed exercise form (substantially in the
form of that attached hereto) and together with payment for the Common Stock
purchased under this Warrant. The principal office of the Corporation is located
at the address specified on the signature page of this Warrant; provided,
however, that the Corporation may change its principal office upon notice to the
Holder. Payment shall be made by check payable to the order of the Corporation
or by wire transfer. This Warrant is not exercisable with respect to a fraction
of a share of Common Stock. In lieu of issuing a fraction of a share remaining
after exercise of this Warrant as to all full shares covered by this Warrant,
the Corporation shall either at its option (a) pay for the fractional share cash
equal to the same fraction at the fair market price for such share; or (b) issue
scrip for the fraction in the registered or bearer form which shall entitle the
Holder to receive a certificate for a full share of Common Stock on surrender of
scrip aggregating a full share.
4. PROTECTION AGAINST DILUTION. The number of shares of Common Stock
purchasable under this Warrant, and the Exercise Price, shall be adjusted as set
forth as follows. If at any time or from time to time after the date of this
Warrant, the Corporation:
(i) takes a record of the holders of its outstanding shares of
Common Stock for the purposes of entitling them to receive a
dividend payable in, or other distribution of, Common Stock;
or
(ii) subdivides its outstanding shares of Common Stock into a
larger number of shares of Common Stock; or
(iii) combines its outstanding shares of Common Stock into a smaller
number of shares of Common Stock;
then, and in each such case, the Exercise Price shall be adjusted to that price
determined by multiplying the Exercise Price in effect immediately prior to such
event by a fraction (A) the numerator of which is the total number of
outstanding shares of Common Stock immediately prior to such event and (B) the
denominator of which is the total number of outstanding shares of Common Stock
immediately after such event.
Upon each adjustment in the Exercise Price under this Warrant such
number of shares of Common Stock purchasable under this Warrant shall be
adjusted by multiplying the number of shares of Common Stock by a fraction, the
numerator of which is the Exercise Price immediately prior to such adjustment
and the denominator of which is the Exercise Price in effect upon such
adjustment.
5. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
(a) During the Exercise Period, the Corporation shall, prior to
consummation of a consolidation with or merger into another corporation, or
conveyance of all or substantially all of its assets to any other corporation or
corporations, whether affiliated or unaffiliated (any such corporation being
included within the meaning of the term "successor corporation"), or agreement
to so consolidate, merge or convey assets, require the successor corporation to
assume, by written instrument delivered to the Holder, the obligation to issue
and deliver to such Holder such shares of stock, securities or property as, in
accordance with the provisions of paragraph 5(b), the Holder shall be entitled
to purchase or receive.
(b) In the case of any capital reorganization or reclassification of
the Common Stock of the Corporation (or any other corporation the stock or other
securities of which are at the time receivable on the exercise of this Warrant)
during the Exercise Period or in case, during the Exercise Period, the
Corporation (or any such other corporation) shall consolidate with or merge into
another corporation or convey all or substantially all its assets to another
corporation, the Holder, upon exercise, at any time after the consummation of
such reorganization, consolidation, merger or conveyance, shall be entitled to
receive, in lieu of the Common Stock of the Corporation (or such other
corporation), the proportionate share of all stock, securities or other property
issued, paid or delivered for or on all of the Common Stock of the Corporation
(or such other corporation) as is allocable to the shares of Common Stock then
called for by this Warrant as if the Holder had exercised the Warrant
immediately prior thereto, all subject to further adjustment as provided in
paragraph 4 of this Warrant.
6. NOTICE OF ADJUSTMENT. On the happening of an event requiring an
adjustment of the Exercise Price or the shares purchasable under this Warrant,
the Corporation shall immediately give written notice to the Holder stating the
adjusted Exercise Price and the adjusted number and kind of securities or other
property purchasable under this Warrant resulting from the event and setting
forth in reasonable detail the method of calculation and the facts upon which
the calculation is based.
7. DISSOLUTION, LIQUIDATION. In case of the voluntary or involuntary
dissolution, liquidation or winding up of the Corporation (other than in
connection with a reorganization, consolidation, merger, or other transaction
covered by paragraph 5 above) is at any time proposed; the Corporation shall
give at least thirty days prior written notice to the Holder. Such notice shall
contain: (a) the date on which the transaction is to take place; (b) the record
date (which shall be at least thirty (30) days after the giving of the notice)
as of which holders of Common Stock will be entitled to receive distributions as
a result of the transaction; (c) a brief description of the transaction, (d) a
brief description of the distributions to be made to holders of Common Stock as
a result of the transaction; and (d) an estimate of the fair value of the
distributions. On the date of the transaction, if it actually occurs, this
Warrant and all rights under this Warrant shall terminate.
8. RIGHTS OF HOLDER. The Corporation shall deliver to the Holder all
notices and other information provided to its holders of shares of Common Stock
or other securities which may be issuable hereunder concurrently with the
delivery of such information to the holders. This Warrant does not entitle the
Holder to any voting rights or, except for the foregoing notice provisions, any
other rights as a shareholder of the Corporation. No dividends are payable or
will accrue on this Warrant or the shares of Common Stock purchasable under this
Warrant until, and except to the extent that, this Warrant is exercised. Upon
the surrender of this Warrant and payment of the Exercise Price as provided
above, the person or entity entitled to receive the shares of Common Stock
issuable upon such exercise shall be treated for all purposes as the record
holder of such shares as of the close of business on the date of the surrender
of this Warrant for exercise as provided above. Upon the exercise of this
Warrant, the Holder shall have all of the rights of a shareholder in the
Corporation.
9. EXCHANGE FOR OTHER DENOMINATIONS. This Warrant is exchangeable, on
its surrender by the Holder to the Corporation, for a new Warrant of like tenor
and date representing in the aggregate the right to purchase the balance of the
number of shares purchasable under this Warrant in denominations and subject to
restrictions on transfer contained herein, in the names designated by the Holder
at the time of surrender.
10. SUBSTITUTION. Upon receipt by the Corporation of evidence
satisfactory (in the exercise of reasonable discretion) to it of the ownership
of and the loss, theft or destruction or mutilation of the Warrant, and (in the
case or loss, theft or destruction) of indemnity satisfactory (in the exercise
of reasonable discretion) to it, and (in the case of mutilation) upon the
surrender and cancellation thereof, the Corporation will issue and deliver, in
lieu thereof, a new Warrant of like tenor.
11. RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS. Neither this Warrant
nor the shares of Common Stock issuable on exercise of this Warrant have been
registered under the Securities Act or any other securities laws (the "Acts").
Neither this Warrant nor the shares of Common Stock purchasable hereunder may be
sold, transferred, pledged or hypothecated in the absence of (a) an effective
registration statement for this Warrant or Common Stock purchasable hereunder,
as applicable, under the Acts, or (b) an opinion of counsel reasonably
satisfactory to the Corporation that registration is not required under such
Acts. If the Holder seeks an opinion as to transfer without registration from
Holder's counsel, the Corporation shall provide such factual information to
Holder's counsel as Holder's counsel reasonably requests for the purpose of
rendering such opinion. Each certificate evidencing shares of Common Stock
purchased hereunder will bear a legend describing the restrictions on transfer
contained in this paragraph unless, in the opinion of counsel reasonably
acceptable to the Corporation, the shares need no longer to be subject to the
transfer restrictions.
12. TRANSFER. Except as otherwise provided in this Warrant, this
Warrant is transferable only on the books of the Corporation by the Holder in
person or by attorney, on surrender of this Warrant, properly endorsed.
13. RECOGNITION OF HOLDER. Prior to due presentment for registration of
transfer of this Warrant, the Corporation shall treat the Holder as the person
exclusively entitled to receive notices and otherwise to exercise rights under
this Warrant. All notices required or permitted to be given to the Holder shall
be in writing and shall be given by first class mail, postage prepaid, addressed
to the Holder at the address of the Holder appearing in the records of the
Corporation.
14. PAYMENT OF TAXES. The Corporation shall pay all taxes and other
governmental charges, other than applicable income taxes, that may be imposed
with respect to the issuance of shares of Common Stock pursuant to the exercise
of this Warrant.
15. HEADINGS. The headings in this Warrant are for purposes of
convenience in reference only, shall not be deemed to constitute a part of this
Warrant and shall not affect the meaning or construction of any of the
provisions of this Warrant.
16. MISCELLANEOUS. This Warrant may not be changed, waived, discharged
or terminated except by an instrument in writing signed by the Corporation and
the Holder. This Warrant shall inure to the benefit of and shall be binding upon
the successors and assigns of the Corporation. Under no circumstances may this
Warrant be assigned by the Holder.
34. GOVERNING LAW. This Warrant shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to its principles
governing conflicts of law.
MULTI MEDIA TUTORIAL SERVICES, INC.
By: /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
President
MULTI MEDIA TUTORIAL SERVICES, INC.
FORM OF TRANSFER
(To be executed by the Holder to transfer the Warrant)
For value received the undersigned registered holder of the attached Warrant
hereby sells, assigns, and transfers the Warrant to the Assignee(s) named below:
Number of shares
Names of Subject to transferred
Assignee Address Taxpayer ID No. Warrant
-------- ------- --------------- --------------------
The undersigned registered holder further irrevocably appoints
____________________ _______________________________ attorney (with full power
of substitution) to transfer this Warrant as aforesaid on the books of the
Corporation.
Date:______________________________ ___________________________________
Signature
MULTI MEDIA TUTORIAL SERVICES, INC.
EXERCISE FORM
(To be executed by the Holder to purchase
Common Stock pursuant to the Warrant)
The undersigned holder of the attached Warrant hereby: (1) irrevocably
elects to exercise purchase rights represented by such Warrant for, and to
purchase, 300,000 shares of Common Stock of Multi Media Tutorial Services, Inc,
a Delaware corporation, and encloses a check or has wired payment of $21,000
therefor; (2) requests that a certificate for the shares be issued in the name
of the undersigned; and (3) if such number of shares is not all of the shares
purchasable under this Warrant, that a new Warrant of like tenor for the balance
of the remaining shares purchasable under this Warrant be issued.
Date: 7/26/04 /s/ X. X. Xxxxx
X. X. Xxxxx
Signature
