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EXHIBIT 99(B)
WARRANT AGREEMENT
This Warrant Agreement (the "Agreement") made as of this 25th day of
April, 2000 by and between Golf Entertainment, Inc., a Delaware corporation
having its principal place of business at 0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000,
Xxxxxxxxxx, Xxxxxxx 00000 ("Grantor" or "Company") and LEC Acquisition, LLC, a
Georgia limited liability corporation having its principal place of business at
0000 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx 00000 ("Holder").
WITNESSETH:
WHEREAS, Grantor and Holder have entered into a Subscription Agreement
(the "Subscription Agreement"); and
NOW, THEREFORE, in consideration of Holder's entering into the
Subscription Agreement, and for good and other valuable consideration, Grantor
hereby grants to Holder a three (3) year warrant (the "Warrant") to purchase
500,000 shares of the Common Stock of the Grantor, $0.01 par value ("Common
Stock") at the purchase price of $0.20 per share on the following terms and
conditions:
1. Warrant.
Grantor hereby grants to Holder a warrant, exercisable for the
period commencing on April 25, 2000 and terminating as of 5:00
p.m. E.S.T. on April 24, 2003 (the "Term"), for the purchase
of up to 500,000 shares of the Common Stock of the Grantor,
$0.01 par value ("Common Stock") on the terms and conditions
stated herein. The Warrant may be exercised in whole or in
part.
2. Conversion Price.
The warrant may, from time to time, be converted into Common
Stock by tender in immediately available U.S. funds an amount
equal to $0.20 per share to be converted into Common Stock
(the "Exercise Price"). No conversion shall take place or be
recognized on the books and records of the Grantor until the
holder hereof shall tender a minimum consideration of one
thousand dollars ($1,000).
3. Conversion of Warrants.
Holder shall notify Grantor in writing, in person, by
overnight courier or by registered or certified mail, return
receipt requested, addressed to its principal office as to the
number of Warrants which Holder desires to exercise, which
notice shall be accompanied by payment (by cash, wire transfer
or certified
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check) of the Exercise Price. As soon as practicable
thereafter, the Grantor shall, at its principal office, tender
to the Holder certificates issued in Holder's name evidencing
the Common Stock issued by Holder.
4. Transfer of the Warrant.
This Warrant shall be freely transferable on the books of the
Company upon all of the terms hereof and upon delivery thereof
duly endorsed by the Holder or by his or its duly authorized
attorney or representative, or accompanied by proper evidence
of succession, assignment or authority to transfer. In all
cases of transfer by an attorney, executor, administrator,
guardian or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new
warrant or warrants to the person entitled thereto, but the
Term shall not be extended. This Warrant may be exchanged, at
the option of the Holder hereof, for another warrant, or other
warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like
number of shares of Common Stock (or portions thereof), upon
surrender to the Company or its duly authorized agent.
5. Restrictions.
Neither the Warrant nor the shares of Common Stock issuable
upon the exercise of the Warrants have been registered under
the Securities Act of 1933, as amended, nor under any state
securities law and shall not be sold, transferred, assigned,
hypothecated or otherwise disposed of until a registration
statement with respect thereto becomes or is declared
effective under the Act or the Company receives an opinion of
counsel to the Company stating that an exemption from the
registration requirements of the Act and such state securities
laws is available. If both the Holder and the Company agree to
register the shares of Common Stock issuable on the exercise
of the Warrants, such shares of Common Stock will not be
subject to the restrictions stated in the previous sentence.
6. Binding Effect.
Except as herein otherwise expressly provided, this Agreement
shall be binding upon and inure to the benefit of the parties
hereto, their successors, legal representatives and assigns.
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7. Miscellaneous.
This Agreement shall be construed under the laws of the State
of Georgia applied to agreements made and to be performed
entirely within such State. Headings have been included herein
for convenience of reference only, and shall not be deemed a
part of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first written above.
GOLF ENTERTAINMENT, INC.
By: /s/ Xxxxx X. Xxxx
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Xxxxx X. Xxxx
Chief Financial Officer
LEC ACQUISITION, LLC
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
General Manager