EXHIBIT 10.1
WARRANT AGREEMENT
THIS WARRANT AGREEMENT (herein, the "Agreement") is dated as of the 23rd
day o f April, 2004, and is by and between 21st Century Technologies, Inc., a
Nevada corporation with offices at 0000 X. Xxxxxx Xxxxxx, Xxxxx 000, Xxx Xxxxx,
Xxxxxx, 00000 (herein, "21st Century") and the Xxxx Xxxxx Corporation, a Florida
corporation with offices at 000 0xx Xxxxxx XX, Xxxxxxxxxxx, Xxx Xxxxxx 00000
(herein, "Butel"), to-wit:
WHEREAS, 21st Century at its discretion has or will advance up to an
additional Two Hundred Thousand Dollars ($200,000.00) as is seasonably and
reasonably required by Butel; and
WHEREAS, in consideration of the advances hereinabove described, Butel
wishes to issue variable warrants pursuant to the terms and conditions set forth
in this Agreement, to-wit:
KNOW THEREFORE, ALL MEN BY THESE PRESENTS:
For and in consideration of the premises, it is agreed as follows:
Section 1. Issuance and Conversion.
1.1 Issuance of Warrant Certificates. From the date funds are advanced, Butel
shall issue to 21st Century a warrant certificates representing one warrant for
each dollar advanced to Butel.
1.2 Conversion of Warrants to Common Stock. Each warrant shall be convertible to
unrestricted common stock of Butel six (6) months from the date of issuance. The
number of shares which shall be issued per warrant shall be determined by the
following formula.
___________________________1______________________
Share Price as of Conversion Date Pursuant to This Agreement
The Resulting Value shall then be multiplied by 3 to determine the number of
unrestricted shares to be issued per warrant upon the event of exercise.
Example: As an example, and for example purposes only, the Share Price as
defined by this Agreement on Conversion Date is $2.00 per share. $2.00 divided
into 1 equals .50. .50 multiplied by 3 equals 1.5. Therefore, each warrant would
be entitled to 1.5 shares of unrestricted Butel Common stock. For the purpose of
avoiding fractional shares, the number of shares resulting from conversion in
the aggregate shall be rounded upward. Therefore, if in the aggregate, the
number of shares resulting from conversion applying the formula results in, a
whole number plus a fraction, the resulting whole number shall be raised by one
share.
Section 2. Warrants.
2.1 Form of Warrant Certificate. Each certificate evidencing Warrants ("Warrant
Certificate") to be delivered pursuant to this Agreement shall be in registered
form only, comply with the Corporation Law of he State of Nevada and any other
applicable law, shall be signed by, or bear the facsimile signature of the Chair
of the Board., President, President, a Senior Vice President, and the Secretary
or Assistant Secretary of the Company's Seal. The seal of the Company may be in
the form of a facsimile thereof and may be impressed, affixed, imprinted or
otherwise reproduced on the Warrant Certificate shall have ceased to be the
Chair ofthe Board, President, Senior Vice President or Vice President or the
Secretary or Assistant Secretary of the Company before such Warrant Certificate
has been issued, it may be issued with the same effects as if he had not ceased
to be such at the date of issuance.
2.2.1 Warrants Register. The Company's Warrant Agent shall maintain books (the
"Warrant Register") for the registration of the original issuance and the
registration of transfer of the Warrants. Upon the initial issuance of the
Warrants, the Warrant agent shall issue and register the Warrants in the names
of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.
2.2.2. Registered Holder. Prior to presentment for registration of transfer of
any Warrant Certificate, the Company and the Warrant Agent may deem and treat
the registered holder of a Warrant Certificate as the absolute owner thereof
(notwithstanding any notation of ownership or other than the Company or the
Warrant Agent), for the purpose of any exercise or conversion thereof and any
distribution to the holder thereof and for all other uses, and neither the
Company nor the Warrant Agent shall be affected by any notice to the contrary.
3. Warrant Terms.
3.1 Valid Issuance. All shares of Common Stock issued upon the proper exercise
of a Warrant in conformity with this Agreement shall be validly issued, fully
paid and non-assessable.
3.2 Date of Issuance. Each person in whose name any such certificate for shares
of Common Stock is issued shall for all purposes be deemed to have become the
holder of record of such shares on the date on which the Warrant Certificate was
surrendered, irrespective of the date of delivery of such certificate, except
that, if the date of such surrender is a date when the stock transfer books of
the Company are closed, such person shall be deemed to have become the holder of
such shares at the close of business on the next succeeding date on which the
stock transfer books are open.
Section 4. Other Provisions Relating to Rights of Holders of Warrants.
4.1 No Rights as shareholder. A Warrant does not entitle the registered holder
thereof to any of the rights of a shareholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any
preemptive rights to vote or to consent or to receive notice as shareholders in
respect of meetings of shareholders or the election of directors of the Company
or any other matter.
4.2 Lost, Stolen, Mutilated or Destroyed Warrant Certificates. If any Warrant
Certificate is lost, stolen, mutilated, or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant
Certificate, include the surrender thereof), issue a new Warrant Certificate of
like denomination, tenor, and date as the Warrant Certificate lost, stolen,
mutilated or destroyed. Any such new Warrant Certificate shall constitute a
substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant Certificate shall be at any times
enforceable by anyone.
4.3 Reservation of Common Stock The Company shall at all times reserve and keep
available a number of its authorized but unissued shares of Common Stock
sufficient to permit the exercise in full of all outstanding Warrant issued
pursuant to this Agreement.
Section 5. Miscellaneous Provisions
5.1 Successors. All the Covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns.
5.2 Reliance on Company Statement. Whenever the performance of its duties under
this Warrant Agreement in the Warrant Agent shall deem necessary or desirable
that any fact or matter be proved or established by the Company prior to taking
or permitting any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be
conclusively proved and established by a statement signed by the President of
the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon
such statement for any action taken or permitted in good faith by it pursuant to
the provisions of this Agreement.
5.3 Indemnity. The Warrant Agent shall be liable hereunder only for its own
negligence, willful misconduct or bad faith. The Company agrees to Indemnify the
Warrant Agent and hold harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted to be
done by the Warrant Agent in the performance of this Agreement except as a
result of the Warrant Agent's negligence, willful misconduct, or bad faith.
5.4 Persons Having Rights under This Agreement. Nothing in this Agreement
expressed and nothing that may be implied from any of the provisions hereof is
Intended, or shall be construed, to confer upon, or give to, any person or
corporation other than the parties hereto and the registered holders of the
Warrants any right, remedy, or claim under or by reason of this Warrant
Agreement or of any covenant, condition, stipulation, promise, or agreement
hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto and their successors and assigns and of the registered
holders of the Warrants.
5.5 Examination of the Warrant Agreement. A copy of this Agreement shall be
available at all reasonable times at the office of the Warrant Agent in Las
Vegas, State of Nevada, for inspection by the registered holder of any Warrant.
The Warrant Agent may require any such holder to submit his or her Warrant or
inspection by it.
5.6 Counterparts. This Agreement may be executed in any number of counterparts
and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the
same instrument.
5.7 Effect of Headings. The Section headings herein are for convenience only and
are not part of this Warrant Agreement and shall not affect the interpretation
thereof.
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto
under their respective corporate seals as of the day and year first above
written.
21st Century Technology, Inc.
By: /s/ XXXXX XXXXXX
_______________________________
Xxxxx Xxxxxx, President
Xxxx Xxxxx Corporation
By: /s/ XXXX XXXXX
_______________________________
Xxxx Xxxxx
