EXHIBIT B
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933 (THE "ACT") OR QUALIFIED UNDER APPLICABLE STATE SECURITIES
LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, OR OTHERWISE
TRANSFERRED OR DISPOSED OF IN THE ABSENCE OF A REGISTRATION
STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT TO THE
SECURITIES UNDER THE ACT AND UNDER ANY APPLICABLE STATE SECURITIES
LAWS OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION AND
APPLICABLE QUALIFICATION REQUIREMENTS UNDER APPLICABLE FEDERAL AND
STATE SECURITIES LAWS OR PURSUANT TO REGULATION S AS PROMULGATED
UNDER THE ACT.
THIS WARRANT WILL BE VOID AND OF NO VALUE UNLESS EXERCISED WITHIN
THE LIMITS HEREIN PROVIDED
ESYNCH CORPORATION
(a Delaware corporation)
Warrant For The Purchase of 350,000 Common Shares
THIS IS TO CERTIFY THAT, for value received, Norton Xxxxxxxxx, or
its permitted successors or assigns (the "Holder") is entitled to
subscribe for and purchase three hundred fifty thousand (350,000)
fully paid and non-assessable common shares (the "Common Shares")
of eSynch Corporation (the "Company"), par value $.001 per share,
at an Exercise Price per Share of $1.00 (the "Exercise Price") per
share. This Warrant is exercisable at any time subsequent to March
1, 2000 up to 4:30 P.M. Pacific time on January 12, 2006 (the "Date
of Expiration") subject, however, to the provisions and upon the
terms and conditions hereinafter set forth.
The rights represented by this Warrant may be exercised by the
Holder, in whole or in part (but not as to a fractional Share), by
surrender of this Warrant at the office of the Company's transfer
agent, or the principal executive office of the Company if it is
acting as its own transfer agent, during its normal business hours,
together with the subscription form attached hereto completed and
signed by the Holder and, in payment of the Exercise Price for the
number of Common Shares subscribed, a certified check payable to or
to the order of the Company.
Upon the exercise of the rights represented by this Warrant and
payment of the Exercise Price in accordance with the terms hereof,
the Common Shares for which the Holder has subscribed and purchased
shall be deemed to have been issued and the Holder shall be deemed
to have become the holder of record of such shares on the date of
such exercise and payment.
In the event of any exercise of the rights represented by this
Warrant, certificates for the Common Shares so purchased shall be
delivered to the Holder within a reasonable time, not exceeding ten
days after the rights represented by this Warrant have been duly
exercised and, unless this Warrant has expired, a new Warrant
representing the number of Common Shares, if any, with respect to
which this Warrant shall not then have been exercised shall also be
issued to the Holder within such time.
The Company covenants and agrees that the Common Shares which may
be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be fully paid and non-assessable and
free of all liens, charges and encumbrances. The Company further
covenants and agrees that during the period within which the rights
represented by this Warrant may be exercised, the Company will at
all times have authorized and reserved, a sufficient number of
common shares to provide for the exercise of the rights represented
by this Warrant.
THE FOLLOWING ARE THE TERMS AND CONDITIONS
REFERRED TO IN THIS WARRANT
1. In case the Company shall at any time subdivide its
outstanding Common Shares into a greater number of shares, the
Exercise Price shall be proportionately reduced and the number of
subdivided Common shares entitled to be purchased proportionately
increased, and conversely, in case the outstanding Common Shares of
the Company shall be consolidated into a smaller number of shares,
the Exercise Price shall be proportionately increased and the
number of consolidated Common Shares entitled to be purchased
hereunder shall be proportionately decreased.
If any capital reorganization or reclassification of the
capital stock of the Company, or the merger, amalgamation or
arrangement of the Company with another corporation shall be
effected, then as a condition of such reorganization,
reclassification, merger, amalgamation or arrangement, adequate
provision shall be made whereby the holder hereof shall have the
right to purchase and receive upon the basis and upon the terms and
conditions specified in this Warrant and in lieu of the Common
Shares immediately theretofore purchasable and receivable upon the
exercise of the rights represented hereby, such shares of stock, or
other securities as may be issued with respect to or in exchange
for such number of outstanding Common Shares equal to the number of
Common Shares purchasable and receivable upon the exercise of this
Warrant had such reorganization, reclassification, merger,
amalgamation or arrangement not taken place. The Company shall not
effect any merger, amalgamation or arrangement unless prior to or
simultaneously with the consummation thereof the successor
corporation (if other than the Company) resulting from such merger,
amalgamation or arrangement assumes by written instrument executed
and mailed or delivered to the holder of this Warrant the
obligation to deliver to such holder such shares of stock or
securities in accordance with the foregoing provisions as such
holder may be entitled to purchase.
2. In case at any time:
(a) the Company shall pay any dividend payable in stock upon
its Common Shares or make any distribution to the holders
of its Common Shares;
(b) the Company shall offer for subscription pro rata to the
holders of its Common Shares any additional shares of
stock of any class or other rights;
(c) there shall be any subdivision, consolidation, capital
reorganization, or reclassification of the capital stock
of the Company, or merger, amalgamation or arrangement of
the Company with, or sale of all or substantially all of
its assets to, another corporation; or
(d) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company;
then, and in any one or more of such cases, the Company shall give
to the holder of this Warrant, at least twenty day's prior written
notice of the date on which the books of the Company shall close or
a record shall be taken for such dividend, distribution or
subscription rights, or for determining rights to vote with respect
to such subdivision, consolidation, reorganization,
reclassification, merger, amalgamation, arrangement, dissolution,
liquidation or winding-up and in the case of any such subdivision,
consolidation, reorganization, reclassification, merger,
amalgamation, arrangement, sale, dissolution, liquidation or
winding-up, at least twenty days' prior written notice of the date
when the same shall take place. Such notice in accordance with the
foregoing clause, shall also specify, in the case of any such
dividend, distribution or subscription rights, the date on which
the holders of Common Shares shall be entitled thereto, and such
notice in accordance with the foregoing shall also specify the date
on which the holders of Common Shares shall be entitled to exchange
their Common Shares for securities or other property deliverable
upon such subdivision, consolidation, reorganization,
reclassification, merger, amalgamation, arrangement, sale,
dissolution, liquidation or winding-up as the case may be. Each
such written notice shall be given by first class mail, registered
postage prepaid, addressed to the holder of this Warrant at the
address of such holder, as shown on the books of the Company.
3. As used herein, the term "Common Shares" shall mean and
include the Company's presently authorized Common Shares and shall
also include any capital stock of any class of the Company
hereafter authorized which shall not be limited to a fixed sum or
percentage in respect of the rights of the holders thereof to
participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding-up of
the Company.
4. This Warrant shall not entitle the Holder to any rights as a
shareholder of the Company, including without limitation, voting
rights, except that the Company shall concurrently furnish to the
Holder a copy of all notices which are furnished to holders of the
common shares.
5. This Warrant is not transferable except pursuant to an
exemption from registration and qualification requirements in
accordance with federal and applicable state or other securities
laws.
6. This Warrant and any Common Shares acquired pursuant to this
Warrant will be subject to restrictions under federal and
applicable state or other securities laws and shall bear
substantially the following legend, and all other legends as may
from time to time be required by any then applicable securities
laws:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, OR QUALIFIED UNDER APPLICABLE
STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, OR OTHERWISE TRANSFERRED OR DISPOSED OF IN THE
ABSENCE OF A REGISTRATION STATEMENT AND QUALIFICATION IN
EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT AND
UNDER ANY APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION
REQUIREMENTS UNDER APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR PURSUANT TO REGULATION S AS
PROMULGATED UNDER THE ACT.
7. This Warrant is exchangeable upon its surrender by the Holder
at the Company's principal office, for new Warrants of like tenor
representing in the aggregate the right to subscribe for and
purchase the number of shares which may be subscribed for and
purchased hereunder, each of such new Warrants to represent the
right to subscribe for and purchase such number of Common Shares as
shall be designated by the Holder at the time of such surrender.
8. The company shall further take such action as shall be
necessary so that the issuance of the Common Shares issuable upon
exercise of this warrant and the resale of such shares by the
holder have been registered under the Securities Act of 1933 prior
to the issuance of such shares, hereunder.
9. Any notice or other communication required to be given by the
Company under this Warrant, whether to the Holder or otherwise,
shall be delivered or telecopied as follows:
Norton Xxxxxxxxx
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX 00000
Facsimile: 000-000-0000
Any notice or other communication so given shall be deemed to
have been given and received when delivered, if delivered, and
upon transmission, if telecopied, and if the date of such
transmission is not a business day, on the next ensuing
business day.
10. Time is of the essence hereof.
11. This Warrant shall be governed by and construed in accordance
with the laws of the State of California.
ESYNCH CORPORATION
By: s/Xxxxxx Xxxxxxxxx
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Xxxxxx Xxxxxxxxx, Chairman, CEO
By: s/Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx, President
By: s/X. Xxxxxxx Xxxx
------------------------
X. Xxxxxxx Xxxx, Secretary/Treasurer
SUBSCRIPTION FORM
TO:
, the holder of the within Share Purchase
Warrant (the "Warrant"), subscribes for of the common
shares of referred to in the Warrant (the "Common Shares")
according to the conditions thereof, and herewith makes payment of
the Exercise Price in full for the said number of shares at the
rate of $ per share by a certified check in the amount of
$ is enclosed herewith for such payment.
The undersigned hereby directs that the shares hereby subscribed
for be issued and delivered as follows:
NAME ADDRESS
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DATED at this day of , .
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Signature of holder
