EXHIBIT 4.4
STOCK PURCHASE WARRANT
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ONE HUNDRED THOUSAND (100,000) WARRANTS
TO PURCHASE COMMON STOCK OF
JAVA CENTRALE, INC.
THIS WARRANT IS TO CERTIFY THAT JAVA CENTRALE, INC., a California
corporation (the "Company") has, effective as of January 1, 1996, authorized
the issuance to XXXXXX X. XXXXXXX, an individual resident of the State of
California ("Xx. Xxxxxxx"), of rights to purchase (the "Warrants") an
aggregate of One Hundred Thousand (100,000) fully-paid and non-assessable
shares of the no par value Common Stock of the Company (the "Warrant
Shares"), on the basis of one Share for each Warrant, exercisable at any time
prior to 5:00 PM, California time, on December 31, 2000 (the "Expiration
Time"), at the principal office of the Company, on payment of the price per
Share specified in Section 2 of this Warrant and subject to the terms and
conditions governing this Warrant hereinafter expressed.
THIS IS TO CERTIFY ALSO THAT, for value received, the Company agrees,
subject to the terms and conditions hereinafter expressed, to sell and
deliver to Xx. Xxxxxxx 100,000 fully-paid and nonassessable Warrants.
This Warrant is nontransferable, shall be subject to all of the terms
hereof as set forth below, and shall become void, and terminate and lapse, at
the Expiration Time, after which this Warrant shall be of no further force
nor effect.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the undersigned, duly authorized thereunto.
DATED as of January 1, 1996.
JAVA CENTRALE, INC.
By: /S/ XXXX X. XXXXXX
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Xxxx X. Xxxxxx
Its President
WARRANTS TO PURCHASE COMMON STOCK
The terms and conditions with respect to the holding and exercise of
these Stock Purchase Warrants are as follows.
1. NUMBER OF SHARES ACQUIRABLE UPON EXERCISE; CERTAIN ADJUSTMENTS.
(a) Xx. Xxxxxxx shall be initially entitled to receive, upon
exercise hereof, up to One Hundred Thousand (100,000) shares of the Company's
Common Stock, subject, however, to adjustment as provided below.
(b) If, following the date hereof and prior to the Expiration Time
(as defined below), the outstanding shares of the Company's Common Stock
shall be increased or decreased through a stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind
of shares as to which the Warrants may be exercised. By way of example only,
if the Company should undergo a two-for-one stock split of its outstanding
shares of Common Stock, the number of shares for which the Warrants may be
exercised would thereupon increase to 200,000 shares.
(c) Any increase or decrease in the number of shares obtainable
through the exercise of the Warrants shall become effective immediately
following the effective time of the stock split or consolidation causing such
increase or decrease, or in the case of an increase required by a stock
dividend, shall become effective as of the payment or distribution date of
such dividend.
(d) No fractional shares of stock shall be issued or made
available under the this Warrant on account of any such adjustment, and
fractional share interests shall be disregarded.
2. EXERCISE PRICE; ADJUSTMENT IN CERTAIN EVENTS.
(a) The Warrants shall be initially exercisable for the purchase
price of Two Dollars and Seventy-Five Cents ($2.75) per Share, subject to the
adjustments set forth below (the "Exercise Price"). The Exercise Price shall
remain unchanged until the occurrence of one of the events described in
Section 1(b), above.
(b) In the event of a change in the number of shares of Common
Stock which may be caused by any event described in Section 1(b), above, a
corresponding adjustment changing the exercise price per share of Common
Stock attributable to any unexercised Warrants shall likewise be made. By
way of example, only, if the Company should undergo a two-for-one stock split
of its outstanding shares of Common Stock as described in Section 1(b),
above, then in addition to the change in number of shares for which the
Warrants may be exercised as
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described in Section 1(b), the Exercise Price for each share of Common Stock
for which a Warrant may thereafter be exercised would be reduced to One
Dollar and Thirty-Seven and One-Half Cents ($1.375).
3. METHOD OF EXERCISE. Xx. Xxxxxxx may exercise its right to
purchase Warrant Shares pursuant to this Warrant at any time prior to the
Expiration Time, by (a) completing in the manner indicated, and executing,
the attached Subscription Form for that number of Warrant Shares which it is
entitled, and desires, to purchase; (b) surrendering the Warrant to the
Company at its principal place of business in Sacramento, California; and (c)
paying the appropriate purchase price for the Warrant Shares(rounded to the
nearest whole cent), by cash, money order, bank draft, or certified check,
payable to the Company at its principal place of business in Sacramento,
California. Upon such surrender and payment, the Company will issue to Xx.
Xxxxxxx the number of Warrant Shares so subscribed for.
4. EFFECT OF EXERCISE. Upon surrender of this Warrant and due
payment of the Exercise Price, the Company will issue to Xx. Xxxxxxx the
number of shares of Common Stock subscribed for, and Xx. Xxxxxxx will be a
shareholder of the Company in respect of such Common Stock as of the date on
which the shares representing such Common Stock are issued by the Company's
Transfer Agent and Registrar.
5. NO RIGHTS AS SHAREHOLDER PRIOR TO EXERCISE. Xx. Xxxxxxx shall not
be considered to be a shareholder of the Company for any purpose until the
exercise of the Warrant as provided herein and the due and formal issuance of
Warrant Shares by the Company's Transfer Agent and Registrar thereupon.
6. NO RIGHTS AFTER THE EXPIRATION TIME. Nothing contained in this
Warrant, or in any instrument evidencing the Warrant, shall confer on any
person or entity any right to subscribe for or purchase, after the Expiration
Time, any security of or issued by the Company. From and after the
Expiration Time, this Warrant and all rights hereunder shall be valueless,
unexercisable, void, and of no further force or effect.
7. NONTRANSFERABILITY. This Warrant shall not be transferrable, and
any attempt to sell, assign, transfer, hypothecate, or otherwise convey or
encumber any interest herein or therein shall be void. The Company shall
have no obligation to recognize any such sale, assignment, transfer,
hypothecation, or other conveyance or encumbrance, to reflect such
transaction on the official records of the Company, or to issue Warrants or
shares of its Common Stock to any party in violation of this provision.
8. SUBDIVISION. This Warrant may be divided and subdivided into two
or more certificates, evidencing the total number of Warrants provided
herein, upon written demand
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therefor delivered to the Company. This Warrant may be exercised for all or
any part of the Warrant Shares, and in such event the Company shall issue a
new Warrant Certificate, evidencing the balance of the Warrant Shares not
previously subscribed for. Notwithstanding the foregoing sentences, however,
no Warrant Certificate shall be issued, and no exercise of a Warrant shall be
permitted, involving any fraction of one Share.
9. MISCELLANEOUS.
(a) This Warrant shall be governed by and construed in accordance
with the internal laws of the State of California, without reference to the
choice of laws provisions thereof.
(b) The captions set forth in this Warrant are for convenience
only, and shall not be used in the construction hereof.
(c) If this Warrant, or any paragraph, sentence, term, or
provision hereof, is invalidated on any ground by any court of competent
jurisdiction, the remainder hereof shall, notwithstanding such invalidation,
remain in full force in effect, and each other provision of this Warrant
shall thereafter be construed and enforced in such a manner as to give the
fullest possible effect to the intention and purposes expressed herein.
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JAVA CENTRALE, INC.
WARRANT SUBSCRIPTION FORM
Stock Purchase Warrants dated as of January 1, 1996
TO: Java Centrale, Inc.
ATTENTION: Chief Financial Officer
0000 Xxxxx Xxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
RE: Exercise of Stock Purchase Warrants
Pursuant to the terms of that certain Stock Purchase Warrant, dated as
of January 1, 1996 (the "Warrant"), which Warrant is attached to this
Subscription Form, the undersigned hereby subscribes for whole shares
of the Company's no par value Common Stock, at a price of $ per share
or at such other price as may be applicable in accordance with the terms of
the Warrant.
TOTAL SUBSCRIPTION PRICE: $______________
The undersigned hereby directs and requires that the shares of Common
Stock being subscribed for hereby be issued and delivered as follows:
Full Name of Shareholder:_________________________
Full Address: ___________________________________________
___________________________________________
___________________________________________
Number of Shares for Which Subscribed:_________________
DATED: __________________
___________________________
XXXXXX X. XXXXXXX
SEE REVERSE FOR IMPORTANT INFORMATION
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IMPORTANT INFORMATION
NOTE: This Subscription Form must be signed and accompanied by payment
to Java Centrale, Inc., in full, of the appropriate subscription price, in
cash or by money order, bank draft, or certified check, payable to the
Company at its principal place of business in Sacramento, California, and
must be received by the Company prior to 5:00 PM, California time, on
December 31, 2000 (the "Expiration Time"), after which time all rights
represented by the attached Stock Purchase Warrant will expire.
JAVA CENTRALE, INC. ACCEPTS NO RESPONSIBILITY FOR THE DELIVERY TO IT OF
THIS SUBSCRIPTION FORM OR THE ACCOMPANYING STOCK PURCHASE AGREEMENT.
SUFFICIENT TIME SHOULD BE ALLOWED FOR THE DELIVERY OF THESE DOCUMENTS PRIOR
TO THE EXPIRATION TIME.
Upon surrender of this Subscription Form and the Stock Purchase Warrant,
and payment of the subscription price as provided therein, the Company will
issue the number of shares of Common Stock subscribed for, and such persons
or entities will thereupon become shareholders of the Company. If a lesser
number of shares is subscribed for than the number of shares described in the
Stock Purchase Warrant, the Company shall issue a further Stock Purchase
Warrant in respect of the unsubscribed shares of Common Stock not subscribed
for hereby.
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