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EQUITY INVESTMENT
LINE AGREEMENT
PART ONE
EUROFUND DERIVATIVES LIMITED
00-00 XXXXXX XXXX XXXXXXXXX XX0 0XX X.X
INTL TEL: 0000 000 000 0000 INTL FAX: 0000 000 000 0000
EMAIL: xxxx@xxxxxxxx.0x.xxx WEBSITE: xxx.xxxxxxxx.0x.xxx
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EQUITY INVESTMENT LINE AGREEMENT
CONTENTS
Equity Investment Line Agreement Page VI
II
Letter of Intent
January 4, 2000
Company: Phoenix Resources Technologies, Inc. (OTCBB:PRTI)
Attention: Xx. Xxxxxxxx Xxxxx
Gentlemen,
This letter is to set forth our understanding regarding the investment by
Eurofund Derivatives Limited., a United Kingdom Company (the"Investor") of $4
million United States dollars maximum amount in Phoenix Resources Tehnologies,
Incorporated, a Nevada corporation (the"Company"). The provisions of this letter
are not intended to be legally binding,
Under the terms and conditions of the Equity Line Investment Agreement
(described herein) the Company may require the Investor to purchase Shares of
the Company's Common Stock, par value $0.001 per share (the "Common Stock"),
over a period of two years from the effective date of Registration of the Common
Stock for an aggregate purchase price of $4 million USD. Under the terms of the
Equity Line , during any 90 day period, the Company, subject to the satisfaction
of certain conditions in the Agreement, can require the Investor to purchase
Shares of Common Stock for a aggregate purchase price of between $0 USD and
$500,000 USD. The purchase price per share to be paid by Investor for the
Shares of Common Stock under the Agreement will equal 92% of the average
closing bid price of the Common Stock during the five trading days immediately
preceding the Notice of Exrcise given by the Investor to the Company.
To give an example of how this would work: If the Company wanted to raise
$500,000 during the course of any three month period, it would send Eurofund a
Put Notice specifying that Eurofund must exercise $500,000 worth of a class A
warrant during a three month period. The Company Put Notice would also contain a
Floor Price under which the class A warrant may not be exercised. If Eurofund
decided to exercise $100,000 of this amount the next day, it would send the
Company $100,000 along with a notice of exercise stating that it was exercising
$100,000 of the class A warrant and that $400,000 of the class A warrant
remained to be exercised during the remainder of the three-month period. If the
average of the 5 day bid price per share of the Company's Common Stock during
the ten days prior to Eurofund exercise was $10 per share, and the Floor Price
set by was not above $10 per share, then the Company would issue to Eurofund
10,000 Shares of Common Stock. During the remainder of the three-month period,
Eurofund would send the Company notices of exercise for the remaining $400,000.
The class A warrant allows the Company to require Eurofund to buy from the
Company a dollar amount of Common Stock set from time to time by the Company.
The Company can raise a maximum of $4
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million USD over the life of the class A warrant, raising between $0 USD to
$500,000 USD during each three month period set by the Company. The Company may
also choose not to issue any Shares of Common Stock under the class A warrant.
The Company, at its discretion, sets the dollar amount of the class A warrant to
be exercised, and the minimum or Floor Price per share below which such warrant
may not be exercised.
The exercise price is the price paid by Eurofund for each share of Common Stock
and is will equal 92% of the average 5 day bid price per share for each of the
five trading days before the date of exercise, but can never be lower than the
Floor Price set by the Company from time to time.
The class A warrant expires two (2) years after execution of the Equity Line
Investment Agreement.
The Company's decision whether to require Eurofund to exercise the class A
warrant may depend upon a variety of factors. These factors may include:
need for additional funding; when such funding is required; the current and
anticipated market price for Common Stock; the availability and terms of equity
funding elsewhere; general market conditions.
Each three month period begins on the date specified in the Put Notice to
Eurofund, and ends on the earlier of the date three months later or when the
entire amount of stock which Eurofund is obligated to buy from the Company
during such three-month period has been exercised. The three-month periods may
not necessarily be consecutive.
If the Company decides to require Eurofund to purchase the amount specified in
the Put Notice Eurofund would then exercise a portion of the class A warrant
during a three-month period into the number of Shares of Common Stock which
equals the amount specified by the Company divided by the exercise price in
effect at the time. During each three-month period in which Eurofund is
required to buy Shares of Common Stock from the Company, Eurofund must send the
Company a notice of exercise.
The Company will receive from Eurofund the aggregate exercise price of the
warrants if such warrants are exercised by Eurofund.
Investor's obligation to purchase Shares of Common Stock under the Agreement is
subject to various conditions, including among other things, the average closing
bid price of the Common Stock being at least $(The Floor Price) per share for
the five trading days preceding the date of the Notice of Exercise, continued
trading of the Common Stock on the Principal Market for the Common Stock and the
Common Stock beneficially owned by the investor being not more than 9.9% of the
then outstanding Common Stock. The Company may terminate the Agreement without
further notice to the Investor at any time after it has sold to the investor $4
million USD of Common Stock.
The securities purchased by the Investor under the Agreement will be offered
for sale and will be sold without registration, the Company will agree to file
and maintain effectiveness of a Registration Statement under the Securities Act
of 1933 for the resale by the Investor of the Shares of Common Stock
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purchased under the agreement. The Investor will be entitled to registration, at
the cost and expense of the Company, initiated by the Company upon reasonable
terms and conditions to be agreed upon and set forth in the Equity Line
Agreement
The Equity Investment Line Agreement shall be subject to the approval of all of
the parties and their counsel. Such terms and conditions shall include among
others: (a) warranties, representations including those usually given in
transactions of the nature herein contemplated, satisfactory to the Investor
relating to the Company's structure, organisation, business, operations and
financial condition; (b) the usual conditions which must be satisfied before
parties to transactions of the type contemplated are obligated to close,
including, but not limited to, obtaining of any required consents relating to
material contracts, the absence of any litigation or other legal proceeding
relating to this transaction or the Company; and (c) provisions relating to
compliance with all applicable securities laws.
All the parties agree to use their reasonable best efforts to complete the
aforesaid Agreement within 45 days
Following execution of the letter, the Investor and it's agents agree to hold
all information obtained by virtue of such Equity Investment Line Agreement in
confidence and not to release it to third parties without the prior written
consent of the Company.
From the date of execution of the Agreement, the Company will operate its
business in the manner described in the latest 8K or most recent SEC filing
documents and will use its best efforts to; (i) maintain its listing requirement
and its business as a going concern and (ii) register an effective registration
statement with the SEC for the securities contemplated in the Equity Investment
Line Agreement.
If the foregoing accurately describes our understandings and agreements,
please sign, date and return the enclosed copy of this letter to me.
Sincerely,
Eurofund Derivatives Limited, (the "Investor")
Signed By:
Name & Title : Xxxxx Xxxxx , Managing Director
Read and Agreed to this 10th. Day of January, 2000:
Phoenix Resources Technologies, Inc. (the "Company")
Signed By:
Name & Title: Xxxxxxxx X. Xxxxx, President and C.E.O.
V
Equity Investment Line Agreement
For reference purposes the date of this Agreement is the 25th. January, 2000.
This Equity Investment Line Agreement relates to the purchase and sale from time
to time by the Selling Investor (the "Selling Investor") of an indeterminate
number of Shares of Common Stock, $0.001 par value per share (the "Common
Stock"), of Phoenix Resources Technologies, Inc., a Nevada corporation (the
"Company") issuable upon exercise of a Class A Warrant.
The actual number of Shares of Common Stock into which the Class A Warrant is
exercisable will depend upon whether the Company requires the holder of the
Class A Warrant to exercise all or part of such Class A Warrant and will also
depend upon future market conditions. If the Company were to require the holder
of the Class A Warrant to fully exercise such warrant, based upon current market
conditions, as of January 4, 2000, the Class A Warrant being registered
hereunder would be exercisable into approximately 570,000 Shares of Common
Stock. In accordance with Rule 415 under the Securities Act of 1933, Common
Stock offered hereby shall also be deemed to cover an indeterminate number of
securities to be offered or issued to reflect adjustments resulting from stock
splits, stock dividends or similar transactions, as well as an indeterminate
number of Shares of Common Stock issuable upon exercise of the Class A Warrant,
and is deemed to include any additional Shares of Common Stock that may be
issuable upon such exercise as a result of any adjustment to the exercise price.
It is anticipated that the Shares will be offered from time to time in brokerage
transactions (which may include block transactions), in the over-the-counter
market or negotiated transactions at prices and terms prevailing at the time of
such sales, at prices related to such market prices or at negotiated prices.
The Selling Investor has not held any position, office or other material
relationship with the Company, or had any such position, office or material
relationship within the past three (3) years. Because the number of Shares into
which the Class A Warrant is exercisable depends upon whether the Company
requires the Selling Investor to exercise all or part of the Class A Warrant
issued to it, and will also depend upon the market price of the Company's Common
Stock from time to time, it is not possible to calculate the number of Shares of
Common Stock which will be ultimately issued upon exercise of the Class A
Warrant. Therefore the aggregate exercise price of the Class A Warrant
subscribed for by the Selling Investor is listed below in place of the number of
Shares beneficially owned by such Selling Investor prior to this offering and in
place of the number of Shares offered by such Selling Investor. Because of this
it is not possible to calculate the percentage of the Company's outstanding
Common Stock beneficially owned by the Selling Investor. Under the terms of the
Class A Warrant, the total number of Shares of Common Stock of the Company
deemed beneficially owned by the Selling Investor, together with all Shares of
the Common Stock of the Company deemed beneficially owned by the Selling
Investor's affiliates as defined in Rule 144 of the Securities Act of 1933, as
amended, may never exceed 9.9% of the total issued and outstanding Shares of the
Common Stock of the Company.
SECURITIES OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER
THE SECURITIES ACT OF 1933.
Beneficial Owner: Eurofund Derivatives Limited
Aggregate Warrant Exercise Price: (Class A Warrant) $4,000,000
Title of each class of securities to be offered: CLASS A WARRANT
Title of each class of securities to be registered: COMMON STOCK
Proposed Amount to be registered: $4,000,000
Maximum Amount per Put Notice/Notice of Exercise: $500,000
Proposed Maximum Aggregate Value of Common Stock to be issued: $4,000,000
VI
The Company will only receive the Aggregate Exercise Price if the Warrant is
exercised by the Selling Investor. Such exercise may depend upon whether the
Company requires the Selling Investor to exercise all or part of the Class A
Warrant issued to it, and will also depend upon future market conditions. The
Company has agreed to bear all of the expenses in connection with the
registration of the Shares. The Company expects that any net proceeds from the
exercise of the Warrants will be used for research and development, working
capital, acquisitions, and for general corporate purposes, in such amounts as
the Company, in its discretion, deems appropriate. Pending utilisation, the
Company may invest such funds in money market funds and other interest-bearing
obligations.
Authorisation of Additional Securities. The Company is authorised to issue
100,000,000 Shares of Common Stock. As of the date of this Equity Investment
Line Agreement, there were 9,072,400 Shares of Common Stock issued and
outstanding. The Company's Board of Directors has the power to issue any and all
unissued Shares and, to the extent that additional Shares of Common Stock are
issued, dilution to the interests of the Company's stockholders will occur.
The Company's Common Stock trades on the National Association of Securities
Dealers Bulletin Board under the symbol, "PRTI". On January 19, 2000 as reported
by NASD the last sale price of a share of Common Stock was
$9.00.
Description of Securities Offered Pursuant to Equity Investment Line Agreement
Between Eurofund Derivatives Limited and Phoenix Resources Technologies, Inc.
The Company is authorised to issue 100,000,000 Shares of Common Stock, $0.001
par value per share, of which 9,070,400 Shares were outstanding as of the date
of this Equity Line Agreement.
The Company is obligated to file a registration statement, at the latest within
ten business days after the end of each three month period stipulated in a Put
Notice, for all Shares of Common Stock issued upon exercise of the Warrant
during such three month period. Under the terms of their agreement with the
Company, at no time will the Selling Investor and their affiliates own in excess
of 9.9% of the total issued and outstanding Shares of the Common Stock.
The Class A Warrant, which expires on January 25, 2002, entitles the Selling
Investor to purchase from the Company at the Exercise Price a certain number of
Shares based upon an amount set by the Company from time to time over the life
of the Class A Warrant. Before the beginning of each three month period
specified by the Company, the Company will determine the amount of Common Stock
that the Company wishes to issue to the Selling Investor during such three-month
period. The Company will also set the minimum price or "Floor Price" per share
at which such Common Stock is to be issued. The amount of Common Stock and the
Floor Price can be reset by the Company in its sole discretion prior to the
beginning of any such three month period.
Therefore, at the beginning of each three month period, the Company controls the
maximum aggregate amount of Common Stock to be issued pursuant to exercise of
the Class A Warrant (which can range from $0 USD to $500,000 USD during such
three month period), and the minimum price per share for such issuance. The
Company may also choose not to issue any Shares of Common Stock pursuant to the
Class A Warrant. If the Company decides to require the Selling Investor to
purchase the amount specified by the Company, the Selling Investor must then
exercise the Class A Warrant during such three month period into the number of
Shares which equals the amount specified by the Company divided by the
applicable Exercise Price. On a date or dates during such three-month period in
which the Selling Investor is obligated to exercise all or part of the Class A
Warrant, the Selling Investor is required to send a Notice of Exercise to the
Company. The "Exercise Price" per share shall mean:
VII
the greater of
(i) The Floor Price to be set by the Company upon issuance of the Put Notice.
(ii) 92% of the average 5 day bid price on the Nasdaq National Market or other
exchange or market if the Shares are traded thereon, for each of the five
trading days preceding the date that a Notice of Exercise is given.
The Exercise Price in effect during any three month period specified by the
Company may never be lower than the Floor Price specified by the Company prior
to the beginning of such three month period, and the Selling Investor's
obligation to exercise the Class A Warrant during such three month period shall
be waived whenever the Exercise Price is lower than the Floor Price specified by
the Company. Unless otherwise agreed to by the Company and the Selling Investor,
no more than $4 million USD may be raised by the Company pursuant to the
exercise of the Class A Warrant. Because the number of Shares into which the
Class A Warrant are exercisable into depends upon whether the Company requires
the Selling Stockholder to exercise all or part of the Class A Warrant issued to
it, and will also depend upon the market price of the Company's Common Stock
from time to time, it is not possible to calculate the number of Shares of
Common Stock which will be ultimately issued upon exercise of the Class A
Warrant.
Holders of Common Stock are entitled (i) to receive rateable dividends from
funds legally available for distribution when and if declared by the board of
directors; (ii) to share rateably in all of the Company's assets available for
distribution upon liquidation, dissolution or winding up of the Company; and
(iii) to one vote for each share held of record on each matter submitted to a
vote of stockholders. All outstanding Shares of Common Stock are fully paid for
and non-assessable. The Selling Investor is entitled to distribute from time to
time the Common Stock issuable upon exercise of the Warrant. Based upon current
market conditions, as of the 4th. January, 2000, the outstanding Warrant would
have been exercisable for an aggregate exercise price of $4,000,000 into
approximately 570,000 Shares of Common Stock, representing approximately 5.8% of
the issued and outstanding Common Stock of the Company after taking into account
the issuance of such Common Stock upon exercise of the Warrants. The Company
will not receive any proceeds from the sale of Common Stock by the Selling
Investor. The Company will only receive the Aggregate Exercise Price of the
Warrants if such Warrants are exercised by the Selling Investor. Such exercise
may depend upon whether the Company requires the Selling Investor to exercise
all of part of the Class A Warrant issued to it, and will also depend upon
future market conditions.
To comply with certain states' securities laws, if applicable, the Common Stock
will not be offered or sold in a particular state unless the Common Stock has
been registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
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Read and Agreed to this 25th. Day of January, 2000:
Eurofund Derivatives Limited, (the "Investor")
Signed By: Xxxxx Xxxxx
Name & Title: Xxxxx Xxxxx, Managing Director
Phoenix Resources Technologies, Inc. (the "Company")
Signed By: Xxxxx Xxxxx
Name & Title: Xxxxx Xxxxx, Secretary/Treasurer
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EQUITY INVESTMENT
LINE AGREEMENT
PART TWO
EUROFUND DERIVATIVES LIMITED
00-00 XXXXXX XXXX XXXXXXXXX XX0 0XX X.X
INTL TEL: 0000 000 000 0000 INTL FAX: 0000 000 000 0000
EMAIL: XXXX@XXXXXXXX.0X.XXX WEBSITE: XXX.XXXXXXXX.0X.XXX
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EQUITY INVESTMENT LINE AGREEMENT
PART TWO
CONTENTS
Equity Investment Class A Warrant Page III
Form of Notice of Exercise Page VII
II
CLASS A WARRANT
THIS CERTIFIES that, for value received, EUROFUND DERIVATIVES LIMITED
hereinafter called "Warrantholder"), is entitled and required to purchase at the
Exercise Price from Phoenix Resources Technologies, Inc., a Nevada corporation
(hereinafter called the "Company"), the number of Shares of Common Stock, par
value $0.001 per share (hereinafter called the "Shares") of the Company
calculated in accordance with Section 1.1 below, at any time on or before 4:30
p.m. Eastern Standard Time on January 25, 2002 (the "Expiration Date"), all in
accordance with the terms hereof.
1. Exercise of Warrants.
1.1 During any Quarter and prior to 4:30 p.m. Eastern Standard Time on the
Expiration Date, the Warrantholder shall during such Quarter exercise the
Outstanding Amount of this Warrant by delivering to the Company a Notice of
Exercise duly executed and completed by Warrantholder, at the office of the
Company, attention: Xx. Xxxxx Xxxxx, Secretary/Treasurer, together with
payment in full in lawful money of the United States, of the portion of the
Outstanding Amount of the Warrant being exercised by such Notice of
Exercise. Such payment shall be made by wire transfer of immediately
available funds to the account of Phoenix Resources Technologies, Inc. at
Whatcom State Bank, Point Xxxxxxx Branch, 000 Xxxx Xxxxx, Xxxxx Xxxxxxx, XX
00000 Account No.: 903006518 ABA Wire Code No: 000000000.
Upon exercise, the Warrantholder shall receive the number of Shares equal
to the Outstanding Amount being exercised divided by the applicable
Exercise Price. Upon receipt of the aforesaid payment, the Company shall
issue instructions to its transfer agent to issue such Shares to the
Warrantholder within five (5) business days of the Company's receipt of
such payment. Provided that the entire Outstanding Amount during any
Quarter has been exercised, and subject to the other restrictions contained
in this Warrant or in the Equity Line Agreement dated January 25, 2000
between the Company and the Warrantholder, the timing and number of Notices
of Exercise delivered by the Warrantholder to the Company shall be at the
discretion of the Warrantholder. The Company may treat any Notice of
Exercise received by it by facsimile after 4:30 p.m. Eastern Standard Time
to be received on the next business day.
2 The following definitions shall apply:
2.1 The "Exercise Price" shall mean the greater of (i) The Floor Price
specified by the Company in a Put Notice or (ii) 92% of the average 5 day
bid price on the Nasdaq National Market or other exchange or market if the
Shares are traded thereon for each of the five trading days preceding the
date that a Notice of Exercise is given. The Exercise Price in effect
during a Quarter specified in a Put Notice may never be lower than the
Floor Price specified by the Company in such Put Notice, and the
Warrantholder's obligation to exercise this Warrant shall be waived
whenever the Exercise Price is lower than the Floor Price. Nothing
contained in the preceding sentence shall prevent the Warrantholder from
voluntarily electing to exercise this Warrant at a price per Share equal to
or greater than the Exercise Price, provided that such price is at least as
high as the Floor Price.
2.2 "Notice of Exercise" shall mean a notice or notices delivered by the
Warrantholder to the Company indicating (A) the portion of the Outstanding
Amount of this Warrant being exercised, (B) the Warrantholder's
Deposit/Withdrawal At Custodian (DWAC) instructions for delivery of the
Shares, and (C) specifying the Warrantholder's calculation of (1) the
number of Shares to be issued to such Warrantholder, (2) the Exercise Price
in effect for such Notice of Exercise, and (3) the remaining balance of the
Outstanding Amount. Notwithstanding anything to the contrary contained
herein, unless otherwise
III
agreed to by the Company in writing, each Notice of Exercise shall be
deemed to contain a representation by the Warrantholder that, after giving
effect to the Shares to be issued pursuant to such Notice of Exercise, the
total number of Shares of Common Stock of the Company deemed beneficially
owned by the Warrantholder, together with all Shares of the Common Stock of
the Company deemed beneficially owned by the Warrantholder's affiliates as
defined in Rule 144 of the Act, will not exceed 9.9% of the total issued
and outstanding Shares of the Common Stock of the Company.
2.3. The "Outstanding Amount" of this Warrant shall be the amount specified
in any Put Notice given by the Company from time to time, reduced by the
amount of this Warrant exercised by the Warrantholder during the Quarter
specified in such Put Notice to which the Put Notice relates. Should the
company's share price be subject to the SEC xxxxx stock rules and unless
waived by the Company and the Warrantholder, the Outstanding Amount in any
Quarter shall automatically be reduced to equal the lesser of: an amount
equal to (A) 7% of the daily dollar trading volume in the Company's Common
Stock for the Quarter ending on the day prior to the beginning of the
Quarter specified in the Put Notice multiplied by (B) the number of trading
days in the Quarter specified in the Put Notice. Unless waived by the
Company in writing, on the last day of the Quarter specified in any Put
Notice and on the Expiration Date, the Warrantholder shall be deemed to
have given a Notice of Exercise for any Outstanding Amount remaining on
such date.
2.4. "Put Notice" shall mean the notice given to the Warrantholder or its
specified agent by the Company and signed by an executive officer of the
Company setting forth: (A) the amount chosen by the Company (which may be
any amount from $0.00 to $500,000) to be the Outstanding Amount of this
Warrant to be exercised by the Warrantholder during the Quarter, (B) the
exact dates of the Quarter which shall be specified by the Company, (C) the
Floor Price specified by the Company. The Company shall give the
Warrantholder a Put Notice at least 30 days prior to the beginning of any
Quarter specified in such Put Notice. The Company may amend any terms
specified in such Put Notice (except that the Outstanding Amount may not be
increased by the Company without the Warrantholder's consent) by delivery
of an amendment to such Put Notice to the Warrantholder at any time prior
to the beginning of such Quarter. Unless mutually agreed to in writing, the
Company may not specify a total Outstanding Amount which, when exercised in
full, would result in the Warrantholder having exercised more than $4
million USD. As of the date of this Warrant, the Outstanding Amount shall
be $4 million.
2.5 "Quarter" shall mean any three month period specified in a Put Notice.
2.6 Certificates representing Shares issued hereunder shall be stamped or
otherwise imprinted with a legend substantially in the following form (in
addition to any legend required under any applicable state securities
laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED PURSUANT TO THE SECURITIES
ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNLESS THERE IS A REGISTRATION
STATEMENT THEN IN EFFECT COVERING SUCH SHARES OR
AN EFFECTIVE EXEMPTION FROM SUCH REGISTRATION OR
AN OPINION OF COUNSEL SATISFACTORY TO THE
COMPANY THAT UNDER THE CIRCUMSTANCES
REGISTRATION IS NOT NECESSARY.
Provided, however, that if the issuance of the Shares pursuant to the
exercise of this Warrant are subject to an effective registration statement
pursuant to Section 5 of the Securities Act of 1933, as amended,
certificates representing the Shares shall not bear any restrictive legend.
The Floor Price specified in any Put Notice, and the daily trading price of
the Common Stock of the Company for any trading day used to
IV
calculate the Exercise Price, shall be adjusted proportionally to reflect
any stock splits, stock dividends, reclassifications, combinations and
similar transactions involving the Common Stock. No fractional Shares of
Common Stock shall be issued upon the exercise of any Warrants evidenced
hereby, but in lieu thereof the number of Shares of Common Stock that are
issuable upon any exercise shall be rounded up or down to the nearest whole
share.
2.7 Either party may terminate this Warrant prior to the Expiration Date
if there has been a change in management of the other party by providing
such party with written notice of such election to terminate.
2.8 Prior Notice as to Certain Events.
The Company shall mail to Warrantholder not less than ten (10) days prior
to the date on which (a) a record will be taken for the purpose of
determining the holders of Capital Stock entitled to subscription rights,
or (b) a record will be taken (or in lieu thereof, the transfer books will
be closed) for the purpose of determining the holders of Capital Stock
entitled to notice of and to vote at the meeting of stockholders at which
any consolidation, merger, dissolution, liquidation, winding up or sale of
the Company shall be considered and acted upon.
3. Reservation and Issuance of Shares.
3.1 The Company covenants and agrees that all Shares which may be issued
upon the exercise of the rights represented by this Warrant will be duly
authorised, legally issued and when paid for in accordance with the terms
hereof, fully paid and non-assessable, and free from all liens and charges
with respect to the issue thereof to the Warrantholder.
3.2 The Company will reserve at all times such number of Shares as may be
issuable pursuant to the exercise of Warrants evidenced by this Warrant
Certificate.
4. Investment Representation. By accepting delivery of this Warrant
Certificate and by exercising any Warrants evidenced hereby, the
Warrantholder represents that the Warrantholder is acquiring the Warrants
and the Shares issuable upon the exercise of the Warrants for investment.
5. Miscellaneous.
5.1 The Warrantholder shall not be entitled to any rights whatsoever as a
stockholder of the Company by virtue of its ownership of this Warrant.
5.2 This Warrant is being executed and delivered in the State of Nevada.
This Warrant Certificate shall be interpreted under the laws and
jurisdiction of the state and federal courts in the State of Nevada,
United States of America. The parties hereby consent to such jurisdiction.
5.3 Subject to the provisions of Section 1 hereof, this Warrant may be
exercised at any time after the date hereof and prior to its expiration as
of 4:30 p.m. Eastern Standard Time on the Expiration Date, and shall be
void and of no effect after 4:30 p.m. Eastern Standard Time on the
Expiration Date.
5.4 By accepting delivery of this Warrant, the Warrantholder acknowledges
that the Warrant granted hereunder shall be in full satisfaction of all
obligations to issue Class A Warrants to the Warrantholder pursuant to the
Agreement dated January 25, 2000 between the Company and the Warrantholder.
V
IN WITNESS WHEREOF,
The Company and the Warrantholder have executed this Warrant on
this Twenty Fifth day of January, 2000 by each of their duly authorised
officers.
PHOENIX RESOURCES TECHNOLOGIES, INC
Signed By: Xxxxx Xxxxx
Name & title: Xxxxx Xxxxx, Secretary/Treasurer
EUROFUND DERIVATIVES LIMITED
Signed By: Xxxxx Xxxxx
Name & Title: Xxxxx Xxxxx, Managing Director
VI
