Exhibit 1
AGREEMENT FOR THE PURCHASE OF COMMON STOCK
AGREEMENT, made as of this 8th day of November, 2005, by and between Xxxxx
X. Little with offices at 000 Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxx, (the "Seller")
and Dalian Fushi Bimetallic Manufacturing Company, Ltd., a company organized
under the laws of the People's Republic of China with offices at City of Dalian,
Liaoning Province, People's Republic of China ("Buyer").
WHEREAS Seller is the record holder of 20,000,000 restricted shares of
common stock (the "Shares") of Parallel Technologies, Inc., a Nevada Corporation
("Parallel"), out of a total of 39,243,659 shares issued and outstanding.
WHEREAS Seller wishes to sell to Buyer and Buyer wishes to purchase the
Shares from Seller,
NOW THEREFORE, In consideration of the mutual promises covenants and
representations contained herein, THE PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE I
SALE OF SECURITIES
1.01 Sale of Shares. Subject to the terms and conditions of this
Agreement, the Seller agrees to sell and Buyer agrees to purchase, the "Shares",
for a total Purchase Price of Five Hundred Fifty Thousand U.S. Dollars
($550,000.00) (the "Purchase Price").
1.02 Seller shall deliver the Shares to Xxxxxx X. Xxxxxxx, Esq., as Escrow
Agent, which shares shall be dully endorsed for transfer with signature
medallion guaranteed. Escrow Agent shall hold the shares pending receipt of the
Purchase Price and upon receipt thereof shall cause the shares to be delivered
to Buyer's attorney, Guzov Ofsink, LLC, 000 Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000.
1.03 The Shares are being sold to Buyer in reliance upon Buyer's
representation that upon Buyer's assuming control of Parallel, by virtue of the
purchase of the Shares pursuant to this Agreement, Buyer will cause Parallel to
enter into a series of transactions, between Dalian Fushi and certain potential
investors, to effect, or have substantially the effect of, a reverse merger of
Parallel with Buyer.
1.04 On the Closing Date, as defined below, Parallel will enter into a
consulting agreement with Seller in the form attached hereto as Exhibit A (the
"Consulting Agreement").
1.05 Simultaneously with Seller's receipt of the Purchase Price hereunder,
Seller shall:
(i) appoint Li Fu as a Director of Parallel;
(ii) appoint Xxxx X. Xxxxx and Xxxxxx Xxx Xxxx as Directors of
Parallel, effective upon the later of 1) Seller's receipt of
the Purchase Price hereunder or 2) passing of the tenth day
after the mailing of a Schedule 14f-1 Information Statement to
the record shareholders of Parallel; and
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(iii) Deliver to Parallel and to Mr. Fu his resignation as a
Director, officer and from any other position held with
Parallel, effective upon the later of 1) Seller's receipt of
the Purchase Price hereunder or 2) passing of the tenth day
after the mailing of a Schedule 14f-1 Information Statement to
the record shareholders of Parallel.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
OF SELLER
The Seller hereby represents and warrants to Buyer as follows:
2.01 Organization and Standing. Parallel is a corporation duly organized,
validly existing and in good standing under the laws of the State of Nevada, is
qualified to do business as a foreign corporation in every jurisdiction in which
such qualification is required, and has full power and authority to carry on its
business as now conducted and to own and operate its assets, properties and
business.
2.02 Capitalization. As of the date hereof, and as of the Closing Date, the
entire authorized capital stock of Parallel consists of 100,000,000 shares of
common stock, par value $.006 per share, of which 39,243,569 shares are issued
and outstanding, and 5,000,000 shares of preferred stock, of which no shares are
issued and outstanding. All of the issued and outstanding shares of Parallel
common stock have been duly authorized and are validly issued, fully paid, and
non-assessable, were issued in compliance with all applicable securities laws,
and have been issued free of preemptive rights of any security holder. Except as
provided by this Agreement and the Consulting Agreement, there are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or commitments
(whether written or oral) as to the Shares or that could require Seller or
Parallel to issue, sell, or otherwise cause to become outstanding any of
Parallel's capital stock. There are nooutstanding or authorized stock
appreciation, phantom stock, profit participation, or similar rights with
respect to the Shares or Parallel. Except as provided by this Agreement, there
are no voting trusts, proxies or other agreements or understandings with respect
to the voting of the capital stock of Parallel.
2.03 Authorization of Transaction. The Seller has full power and authority to
execute and deliver this Agreement and to perform its obligations hereunder.
This Agreement constitutes the valid and legally binding obligation of Seller,
enforceable in accordance with its terms and conditions. Seller need not give
any notice to, make any filings with, or obtain any authorization, consent, or
approval of any government or governmental agency or other person, in order to
consummate the transactions contemplated by this Agreement, other than filings
that may be required or permitted under states securities law, the Securities
Act of 1933, as amended (the "Act"), and/or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), resulting from the sale of the Shares.
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2.04 Noncontravention. Neither the execution and the delivery of this Agreement,
nor the consummation of the transactions contemplated hereby, will (A) violate
any constitution, statute, regulation, rule, injunction, judgment, order decree,
ruling, charge, or other restriction of any government, governmental agency, or
court to which Parallel is subject or any provision of its charter or bylaws,
(B) conflict with, result in a breach of, constitute a default under, result in
the acceleration of, create in any party the right to accelerate, terminate,
modify, or cancel, or require any notice under any agreement, contract, lease,
license, instrument, or other arrangement to which Parallel is a party or by
which it is bound or to which any of its assets is subject, or (C) result in or
require the creation or imposition of any encumbrance of any nature upon, or
with respect to, any of the assets (including the Shares) of Parallel.
2.04 Material Agreements. Parallel is not a party to or bound by any contracts,
including, but not limited to:
(i) employment, advisory or consulting contract;
(ii) plan providing for employee benefits of any nature;
(iii) lease with respect to any property or equipment;
(iv) contract, agreement, understanding or commitment for any future
expenditure in excess of $1,000 in the aggregate;
(v) contract or commitment pursuant to which it has assumed, guaranteed,
endorsed, or otherwise become liable for any obligation of any other
person, entity or organization;
(vi) agreement with any person relating to the dividend, purchase or sale
of securities, that has not been settled by the delivery or payment of
securities when due, and which remains unsettled upon the date of the
Agreement.
2.05 Taxes. Parallel has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental agencies,
wherever situate, and has paid all taxes as shown on such returns. All of such
returns are true and complete.
2.06 Absence of Liabilities. As of the Closing Date (as defined below), Parallel
will have no liabilities (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated and whether due or to become due, including
any liability for taxes, except for the costs, including legal and accounting
fees and other expenses, in connection with this transaction. Parallel is not a
guarantor of any indebtedness of any other person, entity or corporation.
2.07 No Legal Actions; Compliance with Laws. There are no legal actions,
lawsuits, proceedings or investigations, governmental, administrative or
judicial, pending or threatened, against or affecting Parallel, or against any
of Parallel's officers or directors and arising out of their operation of
Parallel. Parallel has been in compliance with, and has not received notice of
violation of any law, ordinance or regulation of any kind whatever, including,
but not limited to, the Act, the Exchange Act, the rules and regulations of the
SEC, or the securities laws and regulations of any state. Parallel is not an
"investment company" as such term is defined by the Investment Company Act of
1940, as amended.
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2.08 Corporate Records. All of Parallel's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its date
of incorporation.
2.09 Filings with the SEC; Financial Statements.
(a) Parallel has made all filings with the SEC that it has been required
to make under the Act and the Exchange Act (such reports, together with
Parallel's Registration Statement on Form 10-SB filed with the SEC on March 15,
2005, and the amendments thereto (the "Form 10-SB"), are hereinafter
collectively referred to as the "Public Reports"). Each of the Public Reports
has complied with the Act and the Exchange Act, and the Sarbanes Oxley Act of
2002, and/or regulations promulgated thereunder, as the case may be, in all
material respects. None of the Public Reports, as of their respective dates,
contained any untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading. The Form 10-SB, at the
time it became effective under the Exchange Act, did not contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements made therein, in light of the circumstances under which
they were made, not misleading. The financial statements (including the notes
thereto) included in the Public Reports have been prepared in accordance with
GAAP applied on a consistent basis throughout the periods covered thereby and
present fairly the financial condition of Parallel as of such dates and the
results of operations of Parallel for such periods; provided, however, that the
financial statements for all interim periods are subject to normal year-end
adjustments and lack footnotes and other presentation items. To the knowledge of
the Seller, there is no event, fact or circumstance that would cause any
certification signed by any officer of Parallel in connection with any Public
Report pursuant to the requirements of the Sarbanes Oxley-Act of 2002 to be
untrue, inaccurate or incorrect in any respect. The common stock of Parallel is
validly, properly and effectively registered under the Exchange Act in
accordance with all applicable federal securities laws and trades on the OTC
Bulletin Board. There is no revocation order, suspension order, injunction or
other proceeding or law (whether issued by the SEC, the NASD or other
governmental body) affecting the effectiveness of Parallel's Exchange Act
registration or the trading of its common stock. The consummation of the
transactions contemplated by this Agreement do not conflict with, and will not
result in any violation of, any NASD or OTC Bulletin Board trading requirement
or standard applicable to Parallel or its common stock.
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(b) Since the date of the filing of its quarterly report on Form 10-QSB
for the quarter ended June 30, 2005, except as specifically disclosed in the
Public Reports: (i) there has been no event, occurrence or development that has
had or that could result in a Material Adverse Effect (for the purposes of this
Agreement, a "Material Adverse Effect" shall mean any event, occurrence, fact,
condition, change or effect that is materially adverse to the business, assets,
condition (financial or otherwise), operating results, or prospects of
Parallel); (ii) Parallel has not incurred any liabilities (contingent or
otherwise) other than professional fees, which are accurately reported in the
SEC Reports; (iii) Parallel has not altered its method of accounting or the
identity of its auditors; (iv) Parallel has not declared or made any dividend or
distribution of cash or other property to its stockholders or purchased,
redeemed or made any agreements to purchase or redeem any shares of its capital
stock; (v) Parallel has not issued any equity securities to any officer,
director or Affiliate (the term" Affiliate" is defined as set fort in 17 C.F.R.
Section 230.144(a)(1)); (vi) Parallel has not made any loan, advance or capital
contributions to or investment in any person or entity; (vii) Parallel has not
entered into any transaction or commitment made, or any contract or agreement
entered into, relating to its business or any of its assets (including the
acquisition or disposition of, or creation of a lien on, any assets) or any
relinquishment by Parallel of any contract or other right; (viii) Parallel has
not granted any severance or termination pay to any current or former director,
officer or employee of Parallel, or increased the benefits payable under any
existing severance or termination pay policies or employment agreements or
entered into any employment, deferred compensation or other similar agreement
(or any amendment to any such existing agreement) with any current or former
director, officer or employee of Parallel; (ix) Parallel has not established,
adopted or amended (except as required by applicable law) any collective
bargaining, bonus, profit sharing, thrift, pension, retirement, deferred
compensation, compensation, stock option, restricted stock or other benefit plan
or arrangement covering any current or former director, officer or employee of
Parallel; (x) Parallel has not increased the compensation, bonus or other
benefits payable or otherwise made available to any of its current or former
directors, offices or employees ; (xi) Parallel has not made any tax election or
any settlement or compromise of any tax liability, in either case that is
material to Parallel or entered into any transaction by Parallel not in the
ordinary course of business
2.10 Subsidiaries. Parallel has no subsidiaries and does not own, or have the
right to acquire, any securities of any other entity.
2.11 No Disagreements with Accountants and Lawyers. There are no disagreements
of any kind presently existing, or reasonably anticipated by Parallel to arise,
between the accountants and lawyers formerly or presently employed by Parallel.
Parallel will be current with respect to fees owed to its accountants and
lawyers as of the Closing Date.
ARTICLE III
Notices
3.01 All notices and other communications given or made pursuant hereto shall be
sent by personal delivery, certified mail, return-receipt requested or by
reputable overnight courier next day delivery, and shall be deemed to have been
duly given or made as of the date delivered, if delivered personally, or upon
receipt if delivered by certified mail or overnight courier to the parties at
the addresses set forth in the preamble to this Agreement (or at such other
address for a party as shall be specified by like changes of address)
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ARTICLE IV
Entire Agreement
4.01 This Agreement is the entire agreement between the parties in respect of
the subject matter hereof, and there are no other agreements, written or oral,
nor may this Agreement be modified except in writing and executed by all of the
parties hereto. The failure to insist upon strict compliance with any of the
terms, covenants or conditions of this Agreement shall not be deemed a waiver or
relinquishment of such right or power at any other time or times.
ARTICLE V
Closing
5.01 The Closing of the transactions contemplated by this Agreement ("Closing")
shall take place on or before November 15, 2005, or such other date as the
parties hereto shall agree upon (the "Closing Date"). At the Closing, all of the
documents and items referred to herein shall be exchanged.
ARTICLE VI
Governing Law
6.01 This Agreement shall be governed by and construed in accordance with the
laws of the State of Nevada, except to the extent pre-empted by federal law, in
which event (and to that extent only) federal law shall govern. Any proceedings,
claims or actions of any kind hereunder, if instituted by or on behalf of
Parallel, its successors of assigns, or the Seller shall be brought in the
courts located in the County of New York in the State of New York. Any
proceedings, claims or actions of any kind hereunder, if instituted by or on
behalf of Buyer(s), their successors or assigns, shall be brought in the courts
located in Midland County in the State of Texas.
ARTICLE VIII
Miscellaneous
7.01 This agreement shall insure to the benefit of and be binding upon, the
parties hereto and the respective successors and assigns.
7.02 This Agreement may be executed in duplicate facsimile counterparts, each of
which shall be deemed an original and together shall constitute one and the same
binding Agreement, with one counterpart being delivered to each party hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date and year above first written.
DALIAN FUSHI BIMETALLIC
MANUFACTURING COMPANY, LTD.
/s/ Xxxxx X. Little /s/ Li Fu
-------------------------- -------------------------
Xxxxx X. Little, Seller By: Li Fu
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EXHIBIT A
FORM OF CONSULTING AGREEMENT
CONSULTING AGREEMENT
This Consulting Agreement (this "Agreement") dated as of November __, 2005
(the "Effective Date"), is by and between Xxxxx X. Little, with offices at 000
Xxxx Xxxx Xxxxxx, Xxxxxxx, Xxxxx ("Consultant") and Parallel Technologies, Inc.,
Inc., a Nevada Corporation (the "Company").
RECITALS
A. The Company desires to retain the Consultant for the term set forth in
this Agreement to assure itself of the services of the Consultant, and the
Consultant is willing to be retained by the Company for the term on the terms
and conditions set forth below.
B. The Consultant desires to provide the services under this Agreement and
represents that he is qualified to perform such services.
NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements hereinafter set forth, the parties agree as follows:
1. Retention of the Consultant. Subject to the terms and conditions set
forth in this Agreement, the Company hereby retains the Consultant to perform
the services set forth in this Agreement, and the Consultant accepts this
retention on the terms and conditions set forth in this Agreement.
2. Term. The term of this Agreement shall commence on the Effective Date
and continue for 12 months from the Effective Date.
3. Scope of Work. The services to be performed by the Consultant under
this Agreement (the "Work") shall consist of providing advice, information and
true and correct copies of documents regarding the Company's historical records
and operations to its auditors, attorneys, officers and directors, and signing
such documents, as they may reasonably request and providing information to the
extent the requested information is reasonably available to Consultant. The
Consultant shall not be required to work a specific number of hours during any
time period nor shall the Consultant be required to travel in connection with
the performance of the Work; provided, however, the Consultant shall respond
within a reasonable amount of time after receipt of any such request for
information or documents. The Company shall reimburse the Consultant for all
reasonable expenses incurred in connection with copying and sending documents or
other requested materials.
4. Compensation and Payment.
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4.1 In consideration of Consultant's agreement to perform the Work,
Consultant shall receive a warrant which shall be convertible, upon the
occurrence of a reverse stock split, into 0.4% of the common stock of the
Company (the "Stock") outstanding immediately after the reverse stock split. For
the purposes of clarity, the Company is to enter into a series of transactions
to effect, or have substantially the effect of a reverse merger with Dalian
Fushi Bimetallic Manufacturing Company, Ltd. (the "Reverse Merger"). Following
the Reverse Merger, the Company will accomplish a reverse stock split such that,
upon conversion of all Company preferred stock, there shall be approximately
20,000,000 shares of Company common stock outstanding. The exercise price of the
warrant shall be $0.01 per share and the warrant shall have a term of five
years. The form of warrant to be issued to Consultant is annexed hereto as
Exhibit A.
4.2 Whenever the Company shall propose to file a registration
statement under the Securities Act of 1933, as amended, relating to the public
offering of Company common stock for sale for cash for its own account, or a
re-sale registration statement for the sale of stock held by other shareholders
or by employees or consultants to the Company (a "Registration Statement"), the
Company shall give written notice to Consultant at least fifteen (15) business
days prior to the anticipated filing thereof, specifying the approximate date on
which the Company proposes to file such Registration Statement and the intended
method of distribution in connection therewith, and advising the Consultant of
his right to have any or all of the Registrable Securities, as defined below,
then held by Consultant included among the securities to be covered by such
Registration Statement (the "Piggy-Back Rights"). For the purposes of this
Section, "Registrable Securities" shall mean all common stock issuable to
Consultant, upon exercise of the warrant received by him pursuant to the terms
of this Agreement.
5. Independent Contractor. The Consultant agrees to perform his services
hereunder as an independent contractor and not as an employee of the Company,
its subsidiaries or affiliates. The Consultant is not granted any right or
authority or responsibility, expressed, implied or apparent, on behalf of or in
the name of the Company to bind, or act on behalf of, the Company.
6. Confidential Information. (a) All information which the Consultant may
now possess, may obtain during or after the term of this Agreement, or may
create prior to the end of the term of this Agreement relating to the business
of the Company or its subsidiaries or of any of their respective customers or
vendors (collectively, the Confidential Information) shall be the property of
the Company and shall not be published, disclosed, or made accessible by it to
any other person, firm or corporation either during or after the term of this
Agreement or used by it, except during the term of this Agreement in the
business and for the benefit of the Company without the prior written consent of
the Company. The Consultant shall return all tangible evidence of such
Confidential Information to the Company prior to or at the end of the term of
this Agreement.
(b) Section 6(a) does not apply to information that is presently a matter
of public knowledge, which is or becomes available on a non-confidential basis
from a source which is not known to be prohibited from disclosing such
information, or which was legally in the Consultant's possession without
obligation of confidentiality prior to disclosure by the Company.
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(c) In the event that the Consultant is requested or required by legal or
regulatory authority to disclose any Confidential Information, the Consultant
shall promptly notify the Company of such request or requirement prior to
disclosure so that the Company, its subsidiaries or affiliates may seek an
appropriate protective order and/or waive compliance with the terms of this
Agreement.
(d) The Company and the Consultant acknowledge that the Company, its
subsidiaries or affiliates would not have an adequate remedy at law for money
damages if the covenants contained in this provision were breached. Accordingly,
the Company, its subsidiaries or affiliates shall be entitled to an injunction
restraining the Consultant from violating this Section 6.
7. Modifications. No amendment or modification to this Agreement shall be
effective unless made in writing.
8. Assignment. This Agreement and all of the Consultant's rights, duties
and obligations under this Agreement are personal in nature and shall not be
subcontracted, assigned, delegated or otherwise disposed of by the Consultant
without the prior written consent of the Company.
9. Notice. All notices required under this Agreement shall be deemed given
when sent by overnight courier or registered or certified mail, or when sent by
telecopy, telegraph or other graphic, electronic means and confirmed by
overnight courier or registered or certified mail addressed to the address set
forth in the preamble to this Agreement. Either party shall have the right to
change the address or name of the person to whom such notices are to be
delivered by notice to the other party.
10. Law and Venue. This Agreement shall be governed in all respects by and
construed in accordance with the laws of the State of New York without regard to
conflicts of law provisions. Any litigation between the parties shall be
conducted in the state or federal courts of the State of New York.
11. Waiver of Trial by Jury. The Company and the Consultant hereby
knowingly, voluntarily and intentionally waive the right to a trial by jury with
respect to any litigation based hereon, or arising out of, under or in
connection with this agreement. This provision is a material inducement for the
parties entering into this agreement.
12. Headings. The headings in this Agreement are provided for convenience
of reference only and shall not affect the construction of the text of this
Agreement.
13. Non-Waiver. No waiver of any provision of this Agreement shall be
deemed to be nor shall constitute a waiver of any other provision, whether or
not similar, nor shall any waiver constitute a continuing waiver. No waiver
shall be binding unless executed in writing by the party making the waiver.
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14. Cumulative Remedies. All rights and remedies of the parties under this
Agreement shall be cumulative, and the exercise of any one right or remedy shall
not bar the exercise of any other right or remedy.
15. Severability. If any provision of this Agreement shall be held or
deemed to be invalid, inoperative or unenforceable, such circumstances shall not
affect the validity of any other provision of this Agreement.
16. Survival. The obligations of the parties hereunder which by their
nature survive the termination of this Agreement and/or the completion of the
Work hereunder, shall survive and inure to the benefit of the parties. Those
provisions of this Agreement which provide for the limitation of or protection
against liability shall apply to the full extent permitted by law and shall
survive termination of this Agreement and/or completion of the Work.
17. Complete Agreement. This Agreement constitutes the entire and final
agreement and supersedes all prior and contemporaneous agreements,
representations, warranties and understandings of the parties, whether oral,
written or implied with respect to the subject matter hereof. The inclusion of
this provision has been a material inducement for each of the parties to enter
into this Agreement.
18. Publicity. The Consultant shall not make any public disclosures
regarding the Company, its subsidiaries or affiliates or the project for which
he is performing the Work without the prior approval of the Company.
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The parties have executed this Agreement effective as of the day and year
first above written.
PARALLEL TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Little
---------------------------
Xxxxx X. Little
/s/ Xxxxx X. Little
------------------------------
Xxxxx X. Little
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EXHIBIT A
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT
REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.
WARRANT TO PURCHASE COMMON STOCK
of
PARALLEL TECHNOLOGIES, INC.
This Warrant (the "Warrant") is issued to Xxxxx X. Little ("Holder") by
Parallel Technologies, Inc., a Nevada Corporation (the "Company"), on
________________, 2005 (the "Warrant Issue Date") for the consideration stated
in the Consulting Agreement between the Company and Holder. ("Warrant Purchase
Agreement") dated November __, 2005, receipt of which is hereby acknowledged.
1. Purchase Shares. Subject to the terms and conditions hereinafter set
forth, the Holder is entitled, upon surrender of this Warrant at the principal
office of the Company (or at such other place as the Company shall notify the
Holder hereof in writing), to purchase from the Company _________________ shares
of _____________________ Common Stock of the Company (the "Warrant Shares") at
the Exercise Price (defined below), subject to adjustment as provided in Section
7 below.
2. Exercise Price. The exercise price for the Warrant Shares shall be
$0.01 per Warrant Share, as adjusted from time to time pursuant to Section 8
hereof (the "Exercise Price").
3. Exercise Period. This Warrant shall be exercisable, in whole or in
part, during the term commencing on the Warrant Issue Date and ending on the
earlier of (i) the fifth anniversary of the date hereof, (ii) immediately
preceding a Change of Control. The term "Change of Control" shall mean (a) the
acquisition of the Company pursuant to a consolidation of the Company with or
merger of the Company with or into any other person in which the Company is not
the surviving corporation (other than a reincorporation);(b) the sale of all or
substantially all of the assets of the Company to any other person. In the event
of a Change of Control, the Company shall provide the Holder with thirty (30)
days' prior written notice of the event constituting the Change of Control.
Further, in the event of a Change of Control whereby (i) the consideration to be
received by Holder in the event of Change of Control in respect of the Common
Stock exceeds the exercise price of the Warrant, and (ii) Holder has not
notified the Company of Holder's intent to exercise the Warrant within the 30
days' notice provision contained in this Section 3, then, the Warrant shall be
deemed automatically exercised as of the closing of the event constituting the
Change of Control.
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4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(a) the surrender of the Warrant, together with a duly executed copy
of the form of Notice of Exercise attached hereto, to the Secretary of the
Company at its principal offices; and
(b) the payment to the Company of an amount equal to the aggregate
Exercise Price for the number of Warrant Shares being purchased.
5. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Warrant
Shares so purchased shall be issued as soon as practicable thereafter (with
appropriate restrictive legends, if applicable), and in any event within thirty
(30) days of the delivery of the notice of exercise.
6. Issuance of Shares. The Company covenants that the Warrant Shares, when
issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.
7. Adjustment of Exercise Price and Kind and Number of Shares. The number
and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the Company
shall at any time prior to the expiration of this Warrant (i) subdivide
its Common Stock, by split-up or otherwise, or combine its Common Stock,
(ii) issue additional shares of its Common Stock or other equity
securities as a dividend with respect to any shares of its Common Stock,
or (iii) declare a cash dividend with respect to any shares of its Common
Stock, the number of shares of Common Stock issuable on the exercise of
this Warrant shall forthwith be proportionately increased in the case of a
subdivision or stock or cash dividend, or proportionately decreased in the
case of a combination. Appropriate adjustments shall also be made to the
purchase price payable per share, but the aggregate purchase price payable
for the total number of Warrant Shares purchasable under this Warrant (as
adjusted) shall remain the same. Any adjustment under this Section 8(a)
shall become effective at the close of business on the date the
subdivision or combination becomes effective, or as of the record date of
such dividend, or in the event that no record date is fixed, upon the
making of such dividend.
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(b) Reclassification, Reorganization and Consolidation. In case of
any reclassification, capital reorganization, or change in the Common
Stock of the Company (other than as a result of a subdivision,
combination, or stock dividend provided for in Section 7(a) above), then,
as a condition of such reclassification, reorganization, or change, lawful
provision shall be made, and duly executed documents evidencing the same
from the Company or its successor shall be delivered to the Holder, so
that the Holder shall have the right at any time prior to the expiration
of this Warrant to purchase, at a total price equal to that payable upon
the exercise of this Warrant (subject to adjustment of the Exercise Price
as provided in Section 7), the kind and amount of shares of stock and
other securities and property receivable in connection with such
reclassification, reorganization, or change by a Holder of the same number
of shares of Common Stock as were purchasable by the Holder immediately
prior to such reclassification, reorganization, or change. In any such
case appropriate provisions shall be made with respect to the rights and
interest of the Holder so that the provisions hereof shall thereafter be
applicable with respect to any shares of stock or other securities and
property deliverable upon exercise hereof, and appropriate adjustments
shall be made to the purchase price per share payable hereunder, provided
the aggregate purchase price shall remain the same.
(c) Notice of Adjustment. When any adjustment is required to be made
in the number or kind of shares purchasable upon exercise of the Warrant,
or in the Exercise Price, the Company shall promptly notify the Holder of
such event and of the number of shares of Common Stock or other securities
or property thereafter purchasable upon exercise of this Warrant.
(d) Issuance of New Warrant. Upon the occurrence of any of the
events listed in this Section 7 that results in an adjustment of the type,
number or exercise price of the securities underlying this Warrant, the
Holder shall have the right to receive a new warrant reflecting such
adjustment upon the Holder tendering this Warrant in exchange. The new
warrant shall otherwise have terms identical to this Warrant.
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8. Reservation of Shares. Pursuant to the terms and conditions of this
Warrant, Company shall reserve an appropriate number of shares of Company's
Common Stock to facilitate the issuance of Warrant Shares to Holder pursuant to
this Warrant.
9. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.
10. No Stockholder Rights. Prior to exercise of this Warrant, the Holder
shall not be entitled to any rights of a stockholder with respect to the shares
of Common Stock issuable on the exercise hereof, including (without limitation)
the right to vote such shares of Common Stock, receive dividends or other
distributions thereon, exercise preemptive rights or be notified of stockholder
meetings, and such Holder shall not be entitled to any notice or other
communication concerning the business or affairs of the Company. However,
nothing in this Section 10 shall limit the right of the Holder to be provided
the Notices required under this Warrant.
11. Successors and Assigns. The terms and provisions of this Warrant shall
inure to the benefit of, and be binding upon, the Company and the Holder and
their respective successors and assigns.
12. Notices. All notices required under this Warrant shall be deemed to
have been given or made for all purposes (i) upon personal delivery, (ii) one
day after being sent, when sent by professional overnight courier service, or
(iii) five days after posting when sent by registered or certified mail. Notices
to the Company shall be sent to the principal office of the Company (or at such
other place as the Company shall notify the Holder hereof in writing). Notices
to the Holder shall be sent to the address of the Holder on the books of the
Company (or at such other place as the Holder shall notify the Company hereof in
writing).
13. Captions. The section and subsection headings of this Warrant are
inserted for convenience only and shall not constitute a part of this Warrant in
construing or interpreting any provision hereof.
14. Governing Law. This Warrant shall be governed by the laws of the State
of New York as applied to agreements among New York residents made and to be
performed entirely within the State of New York.
IN WITNESS WHEREOF, Parallel Technologies, Inc. caused this Warrant to be
executed by an officer thereunto duly authorized.
PARALLEL TECHNOLOGIES, INC.
By:
--------------------------
Name:
------------------------
Address:
---------------------
-----------------------------
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Fax Number:
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17
CONFIDENTIAL DRAFT - FOR DISCUSSION PURPOSES ONLY
Draft: November 2, 2005
NOTICE OF EXERCISE
To:_________________
The undersigned hereby elects to purchase _________________ shares
of Common Stock of Parallel Technologies, Inc., pursuant to the terms of the
attached Warrant and payment of the Exercise Price per share required under such
Warrant accompanies this notice.
The undersigned hereby represents and warrants that the undersigned
is acquiring such shares for its own account for investment purposes only, and
not for resale or with a view to distribution of such shares or any part
thereof.
WARRANTHOLDER:
-----------------------------------------
By:
--------------------------
[NAME]
Address:
---------------------------
-----------------------------------
-----------------------------------
Date:
--------------------
Name in which shares should be registered:
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