WARRANT TO PURCHASE COMMON STOCK
Date of Issuance: Right to Purchase ______ shares
of Common Stock
FOR VALUE RECEIVED, TECHNOLOGY SYSTEMS INTERNATIONAL, INC., a
Florida corporation (the "Company"), promises to issue in the name of, and sell
and deliver to __________________________, (the "Holder") a certificate or
certificates for an aggregate of _______ shares of the Company's common stock,
par value $.001 per share (the "Common Stock"), upon payment by the Holder of
the exercise price of $1.00 per share (the "Exercise Price") in lawful funds of
the United States of America, with the Exercise Price being subject to
adjustment in the circumstances set forth below.
Section 1.
Exercise of Warrant
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1.1 Exercise Period. The Holder may exercise this Warrant, in whole or
in part (but not as to fractional shares), at any time and time to time
commencing upon the date of issuance and ending at 5:00 p.m., Eastern Time, on
January 31, 2002, being three years from the date of issuance (the "Exercise
Period").
1.2 Exercise Procedure.
(a) This Warrant will be deemed to have been exercised at such
time as the Company has received all of the following items (the "Exercise
Date"):
(i) a completed Exercise Agreement, in the form
attached hereto as Exhibit 1 hereto, executed by the Holder (the "Purchaser");
and
(ii) a cashier's or official bank check or other
immediately available funds payable to the Company in an amount equal to the sum
of the product of the Exercise Price multiplied by the number of shares of
Common Stock being purchased upon such exercise.
(b) Certificates for the shares of Common Stock purchased upon
exercise of this Warrant will be delivered by the Company to the Purchaser
within five (5) business days after the Exercise Date. Unless this Warrant has
expired or all of the purchase rights represented hereby have been exercised,
the Company will prepare a new Warrant representing the rights formerly
represented by this Warrant that have not expired or been exercised. The Company
will, within such five (5) day period, deliver such new Warrant to the Holder at
the address set forth in this Warrant.
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(c) The shares of Common Stock issuable upon the exercise of
this Warrant will be deemed to have been transferred to the Purchaser on the
Exercise Date, and the Purchaser will be deemed for all purposes to have become
the record holder of such Common Stock on the Exercise Date.
(d) The issuance of certificates for shares of Common Stock
upon the exercise of this Warrant will be made without charge to the Purchaser
for any issuance tax in respect thereof or any other cost incurred by the
Company in connection with such exercise and related transfer of the shares;
provided, however, that the Company shall not be required to pay any tax that
may be payable in respect of any transfer involved in the issuance and delivery
of any certificate or instrument in a name other than that of the Holder of this
Warrant, and that the Company shall not be required to issue or deliver any such
certificate or instrument unless and until the person or persons requiring the
issue thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
1.3 Fractional Shares. If a fractional share of Common Stock would, but
for the provisions of Subsection 1.1, be issuable upon exercise of the rights
represented by this Warrant, the Company will, within 30 days after the Exercise
Date, deliver to the Purchaser a check payable to the Purchaser, in lieu of such
fractional share, in an amount equal to the value of such fractional share as
determined by the closing bid price of the Company's Common Stock as reported on
the principal exchange on which the Company's Common Stock is then traded, as of
the close of business on the Exercise Date.
Section 2.
Effect of Reorganization, Reclassification, Consolidation, Merger or Sale
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2.1 Recapitalization or Reclassification of Common Stock. In case the
Company shall at any time prior to the exercise or termination of this Warrant
effect a recapitalization or reclassification of such character that its Common
Stock shall be changed into or become exchangeable for a larger or smaller
number of shares, then, upon the effective date thereof, the number of shares of
Common Stock that the Holder of this Warrant shall be entitled to purchase upon
exercise hereof shall be increased or decreased, as the case may be, in direct
proportion to the increase or decrease in such number of shares of Common Stock
by reason of such recapitalization or reclassification, and the Exercise Price
of such recapitalized or reclassified Common Stock shall, in the case of an
increase in the number of shares, be proportionately decreased and, in the case
of a decrease in the number of shares, be proportionately increased.
2.2 Consolidation, Merger or Sale. In case the Company shall at any
time prior to the exercise of this Warrant, or the expiration of the Exercise
Period, whichever first occurs, consolidate or merge with any other corporation
(unless the Company shall be the surviving entity) or transfer all or
substantially all of its assets to any other corporation preparatory to a
dissolution, then the Company shall, as a condition precedent to such
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transaction, cause effective provision to be made so that the Holder of this
Warrant, upon the exercise thereof after the effective date of such transaction,
shall be entitled to receive the kind and amount of shares, evidences of
indebtedness, and/or other property receivable on such transaction by a holder
of the number of shares of Common Stock as to which the Warrant was exercisable
immediately prior to such transaction (without giving effect to any restriction
upon such exercise); and, in any such case, appropriate provision shall be made
with respect to the rights and interests of the Holder hereof to the effect that
the provisions of this Warrant shall thereafter be applicable (as nearly as may
be practicable) with respect to any shares, evidences of indebtedness, or other
securities or assets thereafter deliverable upon exercise of this Warrant.
2.3 Notice of Adjustment. Whenever the number of shares of Common Stock
purchasable upon exercise of this Warrant shall be adjusted as provided herein,
the Company shall file with its corporate records a certificate of its Chief
Financial Officer or designated officer setting forth the computation and the
adjusted number of shares of Common Stock purchasable hereunder resulting from
such adjustments, and a copy of such certificate shall be mailed to the Holder.
Any such certificate or letter shall be conclusive evidence as to the
correctness of the adjustment or adjustments referred to therein and shall be
available for inspection by the holders of the Warrants on any day during normal
business hours.
Section 3.
Reservation of Common Stock
---------------------------
The Company will at all time reserve and keep available such number of
shares of Common Stock as will be sufficient to permit the exercise in full of
this Warrant. Upon exercise of this Warrant pursuant to its terms, the Holder
will acquire fully paid and non assessable ownership rights of the Common Stock,
free and clear of any liens, claims or encumbrances.
Section 4.
No Shareholder Rights or Obligations
------------------------------------
This Warrant will not entitle the Holder hereof to any voting rights or
other rights as a shareholder of the Company. Until the shares of Common Stock
issuable upon the exercise of this Warrant are recorded as issued on the books
and records of the Company's transfer agent, the Holder shall not be entitled to
any voting rights or other rights as a shareholder; provided, however, the
Company uses its best efforts to ensure that, upon receipt of the Exercise
Agreement and payment of the Exercise Price, the appropriate documentation
necessary to effectuate the exercise of the Warrant and the issuance of the
Common Stock is accomplished as expeditiously as possible. No provision of this
Warrant, in the absence of affirmative action by the Holder to purchase Common
Stock, and no enumeration in this Warrant of the rights or privileges of the
Holder, will give
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rise to any obligation of such Holder for the Exercise Price or as a stockholder
of the Company.
Section 5.
Transferability
---------------
Subject to the terms hereof, this Warrant and all rights hereunder are
transferrable, in whole or in part, upon surrender of this Warrant with a
properly executed Assignment in the form of Exhibit 2 hereto at the principal
offices of the Company. This Warrant and the underlying shares of Common Stock
may not be offered, sold or transferred except in compliance with the Securities
Act of 1933, as amended (the "Act"), and any applicable state securities laws,
and then only against receipt of an agreement of the person to whom such offer
or sale or transfer is made to comply with the provisions of this Warrant with
respect to any resale or other disposition of such securities; provided that no
such agreement shall be required from any person purchasing this Warrant or the
underlying shares of Common Stock pursuant to a registration statement effective
under the Act. The Holder of this Warrant agrees that, prior to the disposition
of any security purchased on the exercise hereof other than pursuant to an
registration statement then effective under the Act, or any similar statute then
in effect, the Holder shall give written notice to the Company, expressing his
intention as to such disposition. Upon receiving such notice, the Company shall
present a copy thereof to its securities counsel. If, in the sole opinion of
such counsel, which such opinion shall not be unreasonably withheld, the
proposed disposition does not require registration of such security under the
Act, or any similar statute then in effect, the Company shall, as promptly as
practicable, notify the Holder of such opinion, whereupon the Holder shall be
entitled to dispose of such security in accordance with the terms of the notice
delivered by the Holder to the Company.
Section 6.
Miscellaneous
-------------
6.1 Notices. Any notices, requests or consents hereunder shall be
deemed given, and any instruments delivered, two days after they have been
mailed by first class mail, postage prepaid, or upon receipt if delivered
personally or by facsimile transmission, as follows:
If to the Company: 0 Xxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxx Xxxxxxx, President
With a copy to: Atlas, Xxxxxxxx, Trop & Xxxxxxx, P.A.
000 Xxxx Xxx Xxxx Xxxxxxxxx, Xxxxx 0000
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx X. Xxxxxxxx, Esq.
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If to the Holder: ___________________________
___________________________
___________________________
Attention: ________________
except that any of the foregoing may from time to time by written notice to the
other designate another address which shall thereupon become its effective
address for the purposes of this paragraph.
6.2 Entire Agreement. This Warrant, including the exhibits and
documents referred to herein which are a part hereof, contain the entire
understanding of the parties hereto with respect to the subject matter and may
be amended only by a written instrument executed by the parties hereto or their
successors or assigns. Any paragraph headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Warrant.
6.3 Governing Law. This Warrant is governed by, interpreted under and
construed in all respects in accordance with the substantive laws of the State
of Florida, without regard to the conflicts of law provision thereof, and
irrespective of the place of domicile or resident of the party. In the event of
a controversy arising out of the interpretation, construction, performance or
breach of this Warrant, the parties hereby agree and consent to the jurisdiction
and venue of the Courts of the State of Florida, or the United States District
Court for the Southern District of Florida; and further agree and consent that
personal service of process in any such action or preceding outside the State of
Florida shall be tantamount to service in person in Florida.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
TECHNOLOGY SYSTEMS
INTERNATIONAL, INC.
By:_____________________________
Xxxxxxx Xxxxxxx, President
ATTEST:
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EXHIBIT 1
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EXERCISE AGREEMENT
------------------
To: Dated:
The undersigned record Holder, pursuant to the provisions set forth in
the within Warrant, hereby subscribed for and purchases _______ shares of Common
Stock covered by such Warrant and hereby makes full cash payment of
$_____________ for such shares at the Exercise Price provided by such Warrant.
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(Signature)
-------------------------------
(Print or type name)
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(Address)
--------------------------------
--------------------------------
NOTICE: The signature of this Exercise Agreement must correspond with
the name as written upon the face of the within Warrant, or upon the Assignment
thereof, if applicable, in every particular, without alteration, enlargement or
any change whatsoever.
EXHIBIT 2
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ASSIGNMENT
----------
FOR VALUE RECEIVED, _________________________________, the
undersigned Holder hereby sell, assigns, and transfer all of the rights of the
undersigned under the within Warrant with respect to the number of shares of
Common Stock issuable upon the exercise of such Warrant set forth below, unto
the Assignee identified below, and does hereby irrevocable constituted and
appoint ________________ to effect such transfer of rights on the books of the
Company, with full power of substitution:
Number of Shares
Name of Assignee Address of Assignee of Common Stock
---------------- ------------------- ---------------
Dated:____________________ _____________________________
(Signature of Holder)
_____________________________
(Print or type name)
NOTICE: The signature of this Exercise Agreement must correspond with
the name as written upon the face of the within Warrant, or upon the Assignment
thereof, if applicable, in every particular, without alteration, enlargement of
any change whatsoever.
CONSENT OF ASSIGNEE
-------------------
I HEREBY CONSENT to abide by the terms and conditions of the within
Warrant.
Dated:_______________________ _____________________________
(Signature of Holder)
_____________________________
(Print or type name)
