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EXHIBIT 10.14
No. W-A-_
Warrant to Purchase ______ shares of Common Stock
CORPAS INVESTMENTS, INC.
Common Stock Purchase Warrant
______________ ___, 2000
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED
EFFECTIVE UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS
AVAILABLE.
THIS CERTIFIES THAT ___________________ (hereinafter sometimes called
the "Holder"), is entitled to purchase from Corpas Investments, Inc., a Florida
corporation (the "Company"), at the price and during the period hereinafter
specified, up to ________ shares of the Company's common stock, $.001 par value
(the "Common Stock").
This Warrant, together with warrants of like tenor, is subject to
adjustment in accordance with Paragraph 6 of this Warrant.
1. (a) The rights represented by this Warrant shall be
exercisable, at any time during a three (3) year period (the "Exercise Period")
commencing February 20, 2000 at a purchase price of $2.00 per share (the
"Exercise Price"), subject to adjustment in accordance with Paragraph 6. After
the expiration of the Exercise Period, the Holder shall have no right to
purchase any shares of Common Stock underlying this Warrant.
(b) If the Company completes a merger or stock for stock
exchange transaction (hereinafter collectively referred to as an "Exchange
Transaction") prior to the Holder's exercise of this Warrant, then the Holder
agrees to accept the securities of the surviving publicly-held corporation in
lieu of the Company's Common Stock according to the terms of this Warrant, in an
amount equivalent to the number of Securities of the publicly-held corporation
that Holder would have been entitled to receive on the date of such Exchange
Transaction, if Holder had exercised the Warrant on such date and exchanged the
Company's Common Stock acquired thereby for the securities of the publicly-held
corporation.
2. The rights represented by this Warrant may be exercised at any
time within the Exercise Period above specified, in whole or in part, by (i) the
surrender of this Warrant (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the Holder
at the address of the Holder appearing on the books of the Company); and (ii)
payment to
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the Company of the Exercise Price then in effect for the number of shares of
Common Stock specified in the above-mentioned purchase form together with
applicable stock transfer taxes, if any. This Warrant shall be deemed to have
been exercised, in whole or in part to the extent specified, immediately prior
to the close of business on the date this Warrant is surrendered and payment is
made in accordance with the foregoing provisions of this Paragraph 2, and the
person or person in whose name or names the certificates for shares of Common
Stock shall be issuable upon such exercise shall become the holder or holders of
record of such shares of Common Stock at that time and date. The certificate or
certificates for the shares of Common Stock so purchased shall be delivered to
such person or persons within a reasonable time, not exceeding thirty (30) days,
after this Warrant shall have been exercised.
3. Neither this Warrant nor the shares of Common Stock issuable
upon exercise hereof have been registered under the Securities Act of 1933, as
amended (the "1933 Act") nor under any state securities law and shall not be
transferred, sold, assigned or hypothecated in violation thereof. If permitted
by the foregoing, any such transfer, sale, assignment or hypothecation shall be
effected by the Holder surrendering this Warrant for cancellation at the office
or agency of the Company referred to in Paragraph 2 hereof, accompanied by an
opinion of counsel satisfactory to the Company and its counsel, stating that
such transferee is a permitted transferee under this Paragraph 3 and that such
transfer does not violate the 1933 Act or such state securities laws.
4. The Company covenants and agrees that all shares of Common
Stock which may be issued upon exercise of this Warrant will, upon issuance, be
duly and validly issued, fully paid and nonassessable and no personal liability
will attach to the Holder thereof. The Company further covenants and agrees that
during the Exercise Period, the Company will at all times have authorized and
reserved a sufficient number of shares of its Common Stock to provide for the
exercise of this Warrant.
5. The Warrant shall not entitle the Holder to any rights,
including, without limitation, voting rights, as a stockholder of the Company.
6. The Exercise Price and Exercise Period in effect at any time
and the number and kind of securities purchaseable upon the exercise of this
Warrant shall be subject to adjustment from time to time upon the happening of
certain events as follows:
(a) If the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the effective date or record date, as the case may be, for
such sale, dividend or distribution or of the effective date of such
subdivision, combination or reclassification shall be adjusted so that it shall
equal the price determined by multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such action, and the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such action.
(b) Whenever the Exercise Price payable upon exercise of
each Warrant is adjusted pursuant to Paragraph 6a. above, the number of shares
of Common Stock purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of shares of
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Common Stock initially issuable upon exercise of this Warrant by the Exercise
Price in effect on the date hereof and dividing the product so obtained by the
Exercise Price, as adjusted.
(c) Notwithstanding any adjustment in the Exercise Price
or the number or kind of shares of Common Stock purchasable upon the exercise of
this Warrant, certificates for Warrants issued prior or subsequent to such
adjustment may continue to express the same price and number and kind of shares
of Common Stock as are initially issuable pursuant to this Warrant.
(d) The Company may, but under no circumstances is
obligated to, modify the terms of this Warrant to provide for an earlier
commencement of the Exercise Period, or to extend the Exercise Period or to
lower the Exercise Price, at any time prior to the expiration of this Warrant.
7. (a) If the Company at any time prior to the expiration of
the Warrant, proposes to register any of its equity securities, other than
securities which are convertible into shares of Common Stock, under the
Securities Act of 1933, as amended (the "Act") on Forms S-1, S-2, S-3 or SB-1,
or SB-2 (but not Form S-4 or S-8) or on any other form upon which may be
registered securities similar to the shares of Common Stock issuable upon the
exercise of this Warrant (the "Warrant Shares"), it will at each such time give
written notice at least 30 days prior to the filing of the registration
statement to all warrantholders of its intention so to do. Such notice shall
specify the proposed date of the filing of the registration statement and advise
each warrantholder of its right to participate therein. Upon the written request
of any warrantholder given prior to the proposed date of filing set forth in
such notice, the Company will cause each Warrant Share which the Company has
been requested to register by such warrantholder to be registered under the Act,
all to the extent requisite to permit the sale or other disposition by such
warrantholder of the Warrant Shares so registered.
(b) If, in the written opinion of the underwriter or
underwriters managing the public offering which is the subject of a registration
pursuant to Paragraph 7(a) above (or in the event that such distribution shall
not be underwritten, in the written opinion of an investment banking firm of
recognized standing satisfactory to the warrantholders), the total amount of the
securities to be so registered, when added to the total amount of Warrant Shares
which the warrantholders have requested to be registered pursuant to Paragraph
7(a) above, will exceed the maximum amount of securities of the Company which
can be marketed: (i) at a price reasonably related to their then current market
value; or (ii) without otherwise materially and adversely affecting the entire
offering, then the Company shall have the right to exclude from such
registration such number of Warrant Shares which it would otherwise be required
to register pursuant to Paragraph 7(a) above as is necessary to reduce the total
amount of securities to be so registered to the maximum amount of securities
which can be so marketed; provided, however, that if the securities (other than
the Warrant Shares) to be so registered for sale are to be offered for the
account of the Company and others, the Company may only cut back Warrant Shares
pro rata with the securities held by such other persons (it being agreed that in
the case where such registration is to be effected as a result of the exercise
by a holder of the Company's securities of such holder's right to cause such
securities to be so registered, such pro rata cut back shall include the
Company).
(c) If and whenever the Company is obligated by the
provisions of this Paragraph 7 to effect the registration of any Warrant Shares
under the Act, as expeditiously as possible the Company will:
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(i) as expeditiously as possible prepare and file
with the Commission a registration statement with respect to such Warrant Shares
and use its best efforts to cause such registration statement to become and
remain effective during the period required for the distribution of the
securities covered by the registration statement; provided, however, that in the
event that the Warrant Shares covered by such registration statement are not to
be sold to or through underwriters acting for the Company, the Company shall not
be required to keep such registration statement in effect, or to prepare and
file any amendments or supplements thereto, after the expiration of six months
following the date on which such registration statement becomes effective under
the Act or such longer period during which the Commission requires that such
registration statement be kept effective with respect to any of the Warrant
Shares so registered;
(ii) as expeditiously as possible, prepare and file
with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith
as may be necessary to keep such registration statement effective and
to comply with the provisions of the Act with respect to the
disposition of all Warrant Shares covered by such registration
statement, whenever the warrantholders for whom such Warrant Shares are
registered or are to be registered shall desire to dispose of the same,
subject, however to the proviso contained in Paragraph 7(c)(i) above;
provided, however, that in any event the Company's obligations under
this Paragraph 7(c)(ii) shall terminate 90 days after the effective
date of any such registration statement if none of the Warrant Shares
registered thereunder shall have been sold;
(iii) as expeditiously as possible, furnish to the
warrantholders for whom such Warrant Shares are registered or are to be
registered and to any underwriter or underwriters such numbers of
copies of a prospectus, including a preliminary prospectus, in
conformity with the requirements of the Act, and such other documents
as such warrantholders may reasonably request in order to facilitate
the disposition of such Warrant Shares;
(iv) use its reasonable efforts to register or
qualify the Warrant Shares covered by such registration statement under
such other securities or blue sky laws of such jurisdictions as the
warrantholders for whom such Warrant Shares are registered or are to be
registered shall reasonably request, and do any and all other
reasonable acts and things to so register or qualify which may be
necessary or advisable to enable such warrantholders to consummate the
disposition in such jurisdictions of such Warrant Shares;
(d) The costs and expenses of all registrations under the
Act and of all other actions which the Company is required to take or effect
pursuant to this Paragraph 7 shall be paid for by the Company (including,
without limitation, all registration, qualification and filing fees, printing
expenses, expenses of distributing prospectuses and other documents, fees and
disbursements of counsel and accountants for the Company, and expenses of any
special audits incident to or required in connection with any such registration
hereof, but excluding the fees and disbursements of special counsel for the
warrantholders, any consultants retained by the warrantholders and underwriters'
or brokers' discounts or commissions applicable to the Warrant Shares).
(e) Notices and requests delivered by warrantholders to
the Company pursuant to this Paragraph 7 shall contain such information
regarding the Warrant Shares and the
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intended method of disposition thereof as shall reasonably be required in
connection with the action to be taken.
(f) In the event of any registration under the Act of any
Warrant Shares pursuant to this Paragraph 7, the Company hereby agrees to
indemnify and hold harmless each warrantholder disposing of such Warrant Shares
and each other person, if any, who controls such warrantholder within the
meaning of Section 15 of the Act and each other person (including underwriters)
who participates in the offering of such Warrant Shares against any losses,
claims, damages or liabilities, joint or several, to which such warrantholder or
controlling person or participating person may become subject under the Act or
otherwise, in so far as such losses, claims, damages or liabilities (or
proceedings in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained, on the
effective date thereof, in any registration statement under which such Warrant
Shares were registered under the Act, in any preliminary prospectus or final
prospectus contained therein, or in any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse such warrantholder and
each such controlling person or participating person for any legal or any other
expenses incurred by such warrantholder or such controlling person or
participating person in connection with investigating or defending any such
loss, claim, damage, liability or proceeding; provided, however, that the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon: (a) an untrue
statement or alleged untrue statement or omission or alleged omission made in
such registration statement, said preliminary or final prospectus or said
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by such warrantholder or such controlling
or participating person, as the case may be, specifically for use in the
preparation thereof; or (b) an untrue statement or alleged untrue statement,
omission or alleged omission in a prospectus if such untrue statement or alleged
untrue statement, omission or alleged omission is corrected in an amendment or
supplement to the prospectus which amendment or supplement is delivered to such
warrantholder and such warrantholder thereafter fails to deliver such prospectus
as so amended or supplemented prior to or concurrently with the sale of Warrant
Shares to the person asserting such loss, claim, damage, liability or expense.
(g) If the Company so requests, each warrantholder for
whom Warrant Shares are to be so registered shall execute an agreement or
agreements, whereby such warrantholder agrees to indemnify and hold harmless the
Company, each other person referred to in subparts (1), (2) and (3) of Section
11(a) of Section 15 of the Act in respect of such registration statement and
each other person, if any, which controls the Company within the meaning of the
Act against any losses, claims, damages or liabilities, joint or several, to
which the Company or such other person or such person controlling the Company
may become subject under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or proceeding in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any registration statement under
which such Warrant Shares were registered under the Act, in any preliminary
prospectus or final prospectus contained therein or in any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, which, in each such
case, has been made in or omitted from such registration statement, said
preliminary or final prospectus or said amendment or supplement in reliance
upon, and in conformity with, information furnished to
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the Company by such warrantholder specifically for use in the preparation
thereof. The Company shall be entitled to receive indemnities from underwriters,
selling brokers, dealer managers and similar securities industry professionals
participating in the distribution, to the same extent as provided above, with
respect to information with respect to such persons so furnished in writing by
such persons specifically for inclusion in any prospectus or registration
statement.
(h) Any person entitled to indemnification hereunder
will: (a) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification; and (b) unless, in such indemnified
party's reasonable judgment, a conflict of interest may exist between such
indemnified and indemnifying parties with respect to such claim, permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided, however, that the failure of an
indemnified party to give notice as provided herein shall not relieve the
indemnifying party of its obligations under this Paragraph 7(h) with respect to
such indemnified party, except to the extent that the indemnifying party is
actually prejudiced by such failure. Whether or not such defense is assumed by
the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its consent (but such consent will not
be unreasonably withheld). No indemnifying party will consent to the entry of
any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation. An indemnifying party who is not entitled to, or elects not to,
assume the defense of the claim against the indemnified party, will not be
obligated to pay the fees and expenses of more than one counsel for all parties
indemnified by such indemnifying party with respect to such claim, unless in the
reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other such indemnified parties with
respect to such claim, in which event the indemnifying party shall be obligated
to pay the fees and expenses of such additional counsel or counsels.
If for any reason the indemnification provided for in the preceding
Paragraphs 7(f) and 7(g) above is unavailable to an indemnified party as
contemplated thereby, the indemnifying party shall contribute to the amount paid
or payable by the indemnified party as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by the indemnified party and the indemnifying party, but also
the relative fault of the indemnified party and the indemnifying party, as well
as any other relevant equitable considerations. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of fraudulent
misrepresentation.
8. This Agreement shall be governed by and in accordance with the
laws of the State of Florida, without regard to its conflicts of laws
principles.
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IN WITNESS WHEREOF, CORPAS INVESTMENTS, INC. has caused this Warrant to
be signed by its duly authorized officer as of the date set forth on the first
page hereof.
CORPAS INVESTMENTS, INC.
By: /s/
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Xxxx X. Xxxx
Chief Executive Officer
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EXERCISE FORM
To Be Executed by the Holder
in Order to Exercise Warrant
The undersigned Holder hereby irrevocably elects to exercise this
Warrant and to purchase _____ shares of the Company's Common Stock issuable upon
the exercise of such Warrant, and requests that certificates for such securities
shall be issued in name of:
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(please print or type name and address)
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(please insert social security or other identifying number)
and be delivered:
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(please print or type name and address)
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(please insert social security or other identifying number)
and if such number of shares of Common Stock shall not be all the shares
evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such shares be registered in the name of, and delivered to, the
Holder.
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