SPLINTERNET COMMUNICATIONS, INC. (a Connecticut corporation) Warrant for the Purchase of 6,429 Shares of Common Stock, par value $.001 per share Void after 11:59 p.m., Eastern Time, on November 6, 2007
Exhibit
10.2.1
NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH
LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH,
IN
THE OPINION OF COUNSEL FOR THE COMPANY, IS AVAILABLE.
No.
W-1
SPLINTERNET
COMMUNICATIONS, INC.
(a
Connecticut corporation)
Warrant
for the Purchase of 6,429 Shares
of
Common Stock, par value $.001 per share
Void
after 11:59 p.m., Eastern Time, on November 6, 2007
SPLINTERNET
COMMUNICATIONS, INC., a Connecticut corporation (the “Company”), hereby
certifies that ATHENEUM
CAPITAL (the
“Holder”), for value received, is entitled, subject to the provisions of this
Warrant, to purchase from the Company at any time, or from time to time during
the period commencing as
of the
Exercise Date (as hereinafter defined) and
expiring at 11:59 p.m., Eastern Time, on November 6, 2007 (the “Expiration
Date”), up to 6,429
fully
paid and non-assessable shares of Common Stock at a price of $12.00
per
share (the “Exercise Price”).
The
term
“Exercise Date” means the date upon which the Company shall consolidate with,
merge into or effect a similar transaction with a company whose securities
are
publicly traded.
The
term
“Common Stock” means the common stock, par value $.001 per share, of the Company
as constituted on the date hereof (the “Base Date”) (which takes into account
the 9.343-to-one stock split effected by the Company as of the date hereof),
together with any other equity securities that may be issued by the Company
in
respect thereof or in substitution therefor. The number of shares of Common
Stock to be received upon the exercise of this Warrant may be adjusted from
time
to time as hereinafter set forth. The shares of Common Stock deliverable or
delivered upon such exercise, as adjusted from time to time, are hereinafter
referred to as “Warrant Stock”.
Section
1. Exercise
of Warrant.
This
Warrant may be exercised, subject to the requirements set forth below, in whole,
or in part, at any time during the period commencing as
of the
Exercise Date and
expiring at 11:59 p.m., Eastern Time, on the Expiration Date set forth above,
by
presentation and surrender of this Warrant certificate to the Company at its
principal office, with the Warrant Exercise Form attached hereto duly executed
and accompanied by payment (either in cash or by certified or official bank
check, payable to the order of the Company) of the aggregate Exercise Price
for
the number of shares specified in such form and instruments of transfer, if
appropriate, duly executed by the Holder. If this Warrant should be exercised
in
part only, the Company shall, upon surrender of this Warrant certificate for
cancellation, execute and deliver a new Warrant certificate evidencing the
rights of the Holder thereof to purchase the balance of the shares purchasable
hereunder. The Holder shall pay any and all documentary stamp or similar issue
or transfer taxes payable in respect of the issue or delivery of shares of
Common Stock on exercise of this Warrant. The Company shall promptly thereafter
issue certificate(s) evidencing the Common Stock so purchased.
Section
2. Reservation
of Shares.
The
Company shall at all times reserve for issuance and delivery upon exercise
of
this Warrant all shares of Common Stock or other shares of capital stock of
the
Company (and other securities) from time to time receivable upon exercise of
this Warrant. All such shares (and other securities) shall be duly authorized
and, when issued upon exercise, shall be validly issued, fully paid and
non-assessable.
Section
3. No
Fractional Shares.
No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant.
Section
4. Assignment
and Transfer.
This
Warrant or the Warrant Stock or any other security issued or issuable upon
exercise of this Warrant may not be sold or otherwise disposed of except as
follows:
to
a
person who, in the opinion of counsel for the Company, is a person to whom
this
Warrant or Warrant Stock may legally be transferred without registration and
without the delivery of a current prospectus under the Act with respect thereto
and then only against receipt of an agreement of such person to comply with
the
provisions of this Section 4 with respect to any resale or other disposition
of
such securities which agreement shall be satisfactory in form and substance
to
the Company and its counsel; or
to
any
person upon delivery of a prospectus then meeting the requirements of the Act
relating to such securities and the offering thereof for such sale or
disposition.
Section
5. Loss,
Theft, Destruction or Mutilation of Warrant.
Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant certificate, and (in the case
of loss, theft or destruction) of satisfactory indemnification, and upon
surrender and cancellation of this Warrant certificate, if mutilated, the
Company shall execute and deliver a new Warrant certificate of like tenor and
date.
Section
6. Rights
of the Holder.
The
Holder shall not, by virtue hereof, be entitled to any rights of a shareholder
in the Company, either at law or equity, unless and until this Warrant is
exercised. The rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein.
Section
7. Anti-Dilution
Provisions.
7.1 Stock
Splits, Dividends, Etc.
7.1.1
If
the Company shall at any time subdivide its outstanding shares of Common Stock
(or other securities at the time receivable upon the exercise of the Warrant)
by
recapitalization, reclassification or split-up thereof, or if the Company shall
declare a stock dividend or distribute shares of Common Stock to its
stockholders, the number of shares of Common Stock subject to this Warrant
immediately prior to such subdivision shall be proportionately increased, and
if
the Company shall at any time combine the outstanding shares of Common Stock
by
recapitalization, reclassification or combination thereof, the number of shares
of Common Stock subject to this Warrant immediately prior to such combination
shall be proportionately decreased. Any such adjustment and adjustment to the
Exercise Price pursuant to this Section shall be effective at the close of
business on the effective date of such subdivision or combination or if any
adjustment is the result of a stock dividend or distribution then the effective
date for such adjustment based thereon shall be the record date
therefor.
7.1.2
Whenever the number of shares of Common Stock purchasable upon the exercise
of
this Warrant is adjusted, as provided in this Section, the Exercise Price shall
be adjusted to the nearest cent by multiplying such Exercise Price immediately
prior to such adjustment by a fraction (x) the numerator of which shall be
the
number of shares of Common Stock purchasable upon the exercise immediately
prior
to such adjustment, and (y) the denominator of which shall be the number of
shares of Common Stock so purchasable immediately thereafter.
7.2 Adjustment
for Reorganization, Consolidation, Merger, Etc.
In case
of any reorganization of the Company (or any other company, the securities
of
which are at the time receivable on the exercise of this Warrant) after the
Base
Date or in case after such date the Company (or any such other company) shall
consolidate with or merge into another Company or convey all or substantially
all of its assets to another corporation, then, and in each such case, the
Holder of this Warrant upon the exercise as provided in Section 1 at any time
after the consummation of such reorganization, consolidation, merger or
conveyance, shall be entitled to receive, in lieu of the securities and property
receivable upon the exercise of this Warrant prior to such consummation, the
securities or property to which such Holder would have been entitled upon such
consummation if such Holder had exercised this Warrant immediately prior
thereto; in each such case, the terms of this Warrant shall be applicable to
the
securities or property received upon the exercise of this Warrant after such
consummation.
7.3 Certificate
as to Adjustments.
In each
case of an adjustment in the number of shares of Common Stock receivable on
the
exercise of this Warrant, the Company at its expense shall promptly compute
such
adjustment in accordance with the terms of the Warrant and prepare a certificate
executed by an officer of the Company setting forth such adjustment and showing
the facts upon which such adjustment is based. The Company shall forthwith
mail
a copy of each such certificate to the Holder.
Section
8. Legends
and Stop Transfer Orders.
The
Warrant Stock to be received upon exercise of this Warrant shall be considered
restricted securities and certificates representing such shares shall contain
restrictive legends and stop transfer instructions will be placed with the
Company’s transfer agent regarding such shares of Warrant Stock. The Holder of
this Warrant and any transferee hereof or of the Warrant Stock issuable upon
the
exercise of the Warrant certificate, by their acceptance hereof, hereby
understand and agree that the Warrant, and the Shares issuable upon the exercise
hereof, have not been registered under either the Act or any applicable state
securities laws. The stock certificates of the Company that will evidence the
shares of Common Stock with respect to which this Warrant may be exercisable
will be imprinted with a conspicuous legend in substantially the following
form:
“The
securities represented by this certificate have not been registered under the
Securities Act of 1933. The securities have been acquired for investment and
may
not be sold, transferred or assigned in the absence of an effective registration
statement for these securities under the Securities Act of 1933 or an opinion
of
the Company’s counsel that registration is not required under said
Act.”
Section
9. Miscellaneous.
9.1 Modification
and Waiver.
This
Warrant and any provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the party against which
enforcement of the same is sought.
9.2 Notices.
Any
notice, request or other document required or permitted to be given or delivered
to the Holder by the Company shall be sent by mail, postage prepaid, to the
Holder at its address as shown on the books of the Company or to the Company
at
its principal place of business, or to such other address as may be duly given
to the Holder.
9.3 Governing
Law.
This
Warrant shall be governed by and construed in accordance with the laws of the
State of Connecticut.
9.4 Entire
Agreement.
This
Warrant is intended by the parties as a final expression of their agreement
and
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.
This
Warrant supersedes all prior agreements and understandings between the parties
with respect to such subject matter.
IN
WITNESS WHEREOF,
this
Warrant has been executed by the Company as of the 7th
day of
November, 2005.
|
SPLINTERNET
COMMUNICATIONS, INC.
By:
/s/ Xxxxx X.
Xxxxxxx
Name:
Xxxxx X. Xxxxxxx
Title:
President
|
WARRANT
EXERCISE FORM
The
undersigned hereby irrevocably elects to exercise the within Warrant to the
extent of purchasing ______________ shares of Common Stock of SPLINTERNET
COMMUNICATIONS, INC. and hereby makes payment of $________________ in payment
therefor.
[INSTRUCTIONS
FOR ISSUANCE OF STOCK]
Name: ___________________________________________________
Address:_________________________________________________
_________________________________________________
Soc.
Sec.
or
Tax
Id.
No. ___________________________________________________
|
Date:
|
____________________________
|
__________________________________________
[Print
Name of Holder]
__________________________________________
[Signature
and Title]
ASSIGNMENT
FORM
FOR
VALUE
RECEIVED, the undersigned Holder, hereby sells assigns and transfers
to:
______________________________________________________________
whose address is
________________________________________________________________ the within
Warrant, together with all rights title and interest therein, and does hereby
irrevocably constitute and appoint ____________________________, attorney,
to
transfer such Warrant on the books of the within named Company, with full power
of substitution.
|
Date:
|
____________________________
|
__________________________________________
[Print
Name of Holder]
__________________________________________
[Signature
and Title]
Medallion
Guarantee:
____________________________________
