Exhibit 4.14
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND NONE OF SUCH SECURITIES MAY BE SOLD, PLEDGED,
HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION
STATEMENT UNDER THE ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT
TO SUCH SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION
UNDER THE ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN
OPINION OF COUNSEL TO ODYSSEY PICTURES CORPORATION (THE "COMPANY"), OR OTHER
COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY, THAT THE PROPOSED DISPOSITION IS
CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE ACT AS WELL AS ANY APPLICABLE
"BLUE SKY" OR OTHER STATE SECURITIES LAW.
VOID AFTER 5:00 P.M. NEW YORK CITY TIME ON _______, 2000.
ODYSSEY PICTURES CORPORATION
COMMON STOCK
PURCHASE WARRANT
The Transferability of this Warrant is
Restricted as Provided in Section 3
100,000 Fixed Warrants
200,000 Conditional Warrants
(Subject to Adjustments
As Provided in Section 5 Hereof)
For good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged by ODYSSEY PICTURES CORPORATION, a Nevada corporation
(the "Company"), Xxxx Xxxxxx is hereby granted the right to purchase (the "Fixed
Warrants"), at the initial exercise price of $.75 per share (subject to
adjustments as provided in Section 5 hereof), at any time from _______________,
1997 until 5:00 P.M. New York City time on _________________, 2000 (being the
date which is three years after the issue date of this Warrant), 100,000 shares
(the "Shares") of the Company's Common Stock, par value $.01 per share (the
"Common Stock"). The Company hereby also grants to Xxxx Xxxxxx the right to
purchase up to an additional 200,000 shares of Common Stock, subject to the
terms and conditions set forth in Section 10 hereof (the "Conditional
Warrants"). All references herein to the term "Warrant" or "Warrants" (unless
otherwise specifically denoted as the Fixed Warrants or the Conditional
Warrants) shall refer generally to both the Fixed Warrants and/or the
Conditional Warrants as the context may require.
Each Fixed Warrant initially is exercisable at a price of $.75 per Share
payable in cash or by certified or official bank check in
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New York Clearing House funds, subject to adjustments as provided in Section 5
hereof. Upon surrender of this Warrant at the offices of the Company, with the
annexed Subscription Form duly executed, together with payment of the Purchase
Price (as hereinafter defined) for the Shares purchased, the registered holder
of this Warrant (the "Holder") shall be entitled to receive a certificate or
certificates for the Shares so purchased.
1. Exercise of Warrant.
The purchase rights represented by this Warrant are exercisable at the
option of the Holder, in whole or in part (but not as to fractional shares
underlying this Warrant), during the period in which this Warrant may be
exercised as set forth herein. In the case of the purchase of fewer than all the
Shares purchasable under this Warrant, the Company shall cancel this Warrant
upon the surrender hereof and shall execute and deliver to the Holder a new
Warrant of like tenor for the balance of the Shares purchasable hereunder.
2. Issuance of Certificates.
Upon the exercise of this Warrant and payment in full for the Shares, the
issuance of a certificate or certificates for Shares underlying this Warrant
shall be made forthwith (and in any event within five (5) business days
thereafter) without charge to the Holder including, without limitation, any tax
which may be payable in respect of the issuance thereof, and such certificates
shall be issued in the name of, or (subject to the Provisions of Section 3.1
hereof) in such names as may be directed by, the Holder; provided, however, that
the Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificates
in a name other than that of the Holder and the Company shall not be required to
issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that such
tax has been paid. The certificates representing the shares underlying this
Warrant shall be executed by the manual or facsimile signature of the Chairman
or the Chief Executive Officer, and the President or the Secretary of the
Company holding office at the time such Shares are issued.
3. Restriction on Transfer.
Neither this Warrant nor any of the securities issuable upon exercise of
this Warrant have been registered under the Securities Act of 1933, as amended
(the "Act"), and none of such securities may be offered, sold, pledged,
hypothecated, assigned or transferred except (i) pursuant to a registration
statement under the Act which has become effective and is current with respect
to such securities or (ii) pursuant to a specific exemption from
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registration under the Act but only upon a Holder hereof having first obtained
the written opinion of counsel to the Company, or other counsel reasonably
acceptable to the Company, that the proposed disposition is consistent with all
applicable provisions of the Act as well as any applicable "Blue Sky" or other
state securities law. Upon exercise, in part or in whole, of this Warrant, each
certificate issued representing the Shares underlying this Warrant shall bear a
legend to the foregoing effect.
4. Price.
4.1 Initial and Adjusted Purchase Price. The initial Purchase Price of the
Fixed Warrants shall be $.75 per share. The adjusted Purchase Price shall be the
price which shall result from time to time from any and all adjustments of the
initial Purchase Price in accordance with the provisions of Section 5 hereof.
4.2 Purchase Price. The term "Purchase Price" herein shall
mean the initial purchase price per Share or the adjusted purchase
price per share, depending upon the context.
5. Adjustments of Purchase price and Number of Shares.
In the event that, prior to the issuance by the Company of all of the
Shares issuable upon exercise of this Warrant, there shall be any change in the
outstanding Common Stock by reason of the declaration of stock dividends, or
through a recapitalization resulting from stock splits or combinations, without
the payment to the Company of any compensation therefor in money, services or
property, the remaining Shares still subject to this Warrant and the Purchase
Price thereof shall be appropriately adjusted (but without regard to fractions)
by the Board of Directors of the Company to reflect such change.
6. Merger or Consolidation.
In case of any consolidation of the Company with, or merger of the Company
with or into, another corporation (other than a consolidation or merger which
does not result in any reclassification or change of the outstanding Common
Stock), the corporation formed by such consolidation or merger shall execute and
deliver to the Holder a supplemental warrant agreement providing that the Holder
shall have the right thereafter (until the expiration of such Warrant) to
receive, upon exercise of his Warrant, the kind and amount of shares of stock
and other securities and property receivable upon such consolidation or merger
by a Holder of the number of shares of Common Stock for which his Warrant might
have been exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental warrant agreement shall provide for the adjustments
which shall be identical to the adjustments provided in Section 5. The above
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provisions of this Section 6 shall similarly apply to successive consolidations
or mergers.
7. Exchange or Replacement of Warrant.
This Warrant is exchangeable without expense, upon the surrender hereof by
the registered Holder at the principal executive office of the Company, for a
new Warrant of like tenor and date representing in the aggregate the right to
purchase the same number of Shares as are purchasable hereunder in such
denominations as shall be designated by the Holder hereof at the time of such
surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of
the loss, theft, destruction or mutilation of this Warrant, and, in case of
loss, theft or destruction, of indemnity or security reasonable satisfactory to
it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated, the
Company will make and deliver a new Warrant of like tenor, in lieu of this
Warrant.
8. Elimination of Fractional Interests.
The Company shall not be required to issue certificates representing
fractions of Shares on the exercise of this Warrant, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests, it being the intention
of the parties that all fractional interests shall be eliminated.
9. Reservation of Securities.
The Company shall at all times reserve and keep available out of its
authorized Common Stock, solely for the purpose of issuance upon the exercise of
this Warrant, such number of Shares as shall be issuable upon the exercise
hereof. The Company covenants and agrees that, upon the exercise of this Warrant
and payment of the Purchase Price therefor, all Shares issuable upon such
exercise shall be duly and validly issued, fully paid and non-assessable.
10. Conditional Warrants.
The Company and the Holder acknowledge that the Company has issued
1,000,000 three-year Common Stock Class A Purchase Warrants (the "Class A
Warrants") and 1,000,000 three-year Common Stock Class B Purchase Warrants (the
"Class B Warrants") to other third parties simultaneously with the execution and
delivery of this Warrant to the Holder hereof. The Company hereby grants to
Holder
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the following rights: (a) the right to purchase, at the initial exercise price
of $.75 per share (subject to adjustments as provided in Section 5 hereof), at
any time from _______________, 1997 until 5:00 P.M. New York City time on
_________________, 2000 (being the date which is three years after the issue
date of this Warrant), up to an additional 100,000 shares of the Company's
Common Stock, such number of Conditional Warrants to be equal to 10% of the
Class A Warrants that are actually exercised from time to time; and (b) the
right to purchase, at the initial exercise price of $1.00 per share (subject to
adjustments as provided in Section 5 hereof), at any time from _____________,
1997 until 5:00 P.M. New York City time on _________, 2000 (being the date which
is three years after the issue date of this Warrant), up to an additional
100,000 shares of the Company's Common Stock, such number of Conditional
Warrants to be equal to 10% of the Class B Warrants that are actually exercised
from time to time.
11. Notices to Warrant Holders.
Nothing contained in this Warrant shall be construed as conferring upon
the Holder hereof the right to vote or to consent or to receive notice as a
shareholder in respect of any meetings of shareholders for the election of
directors or any other matter, or as having any rights whatsoever as a
shareholder of the Company.
12. Notices.
All notices, requests, consents and other communications required or
permitted hereunder shall be in writing and shall be personally delivered,
telegraphed or sent by certified, registered, or express mail, postage prepaid,
and shall be deemed given when so delivered personally, telegraphed or, if
mailed, five days after the date of deposit in the United States mails, as
follows:
(a) If to the Company, to:
Odyssey Pictures Corporation
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxxxxx, CEO
With a copy to:
Xxxxxx X. Xxxxxx, Esq.
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(b) If to the registered Holder, to the address of such Holder as shown on
the books of the Company.
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13. Successors.
All covenants, agreements, representations and warranties contained in
this Warrant shall bind the parties hereto and their respective heirs,
executors, administrators, distributees, successors and assigns.
14. Headings.
The headings in this Warrant are inserted for purposes of convenience only
and shall have no substantive effect.
15. Law Governing.
This Warrant is delivered in the State of New York and shall be construed
and enforced in accordance with, and governed by, the laws of the State of New
York, without giving effect to conflicts of laws principles. Each of the Company
and the Holder hereby agrees that any dispute or controversy arising out of this
Warrant shall be adjudicated in a court located in New York City, and hereby
submits to the exclusive jurisdiction of the courts of the State of New York
located in New York, New York and of the federal courts in the Southern District
of New York, and irrevocably waives any objection each now or hereafter may have
respecting the venue of such action or proceeding brought in such a court or
respecting the fact that such court is an inconvenient forum, and consents to
the service of process in any such action or proceeding by means of registered
or certified mail, return receipt requested.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
its corporate name by a duly authorized officer and has caused its corporate
seal to be affixed hereto on the date first above written.
ODYSSEY PICTURES CORPORATION
By: ______________________________________
Xxxxxxx X. Xxxxxxxxx
Title: Chief Executive Officer
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SUBSCRIPTION FORM
(To be Executed by the Registered Holder
in Order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to
purchase _____________________ Shares represented by this Warrant in accordance
with the conditions hereof and herewith makes payment of the Purchase Price of
such Shares in full.
Date: ____________________
___________________________________
(Signature)
___________________________________
(Print Name)
___________________________________
(Social Security Number or
Taxpayer's Identification
Number)
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