Exhibit 10.5
SERIES A - WARRANT TO PURCHASE
COMMON STOCK
OF
BBC GRAPHICS OF PALM BEACH, INC.
This is to certify that __________________________ (the "Holder") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
_________________ shares of Common Stock, par value $.001 per share (the "Common
Shares"), of BBC GRAPHICS OF PALM BEACH, INC., a Florida corporation (the
"Company"), from the Company at the price per share and on the terms set forth
herein and to receive a certificate for the Common Shares so purchased on
presentation and surrender to the Company with the subscription form attached,
duly executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check or other check
payable to the order of the Company.
The purchase rights represented by this Warrant are exercisable
commencing on the date hereof through and including October 15, 2005, at a price
per Common Share of $1.00.
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole or in part, from time to time,
within the period specified; provided, however, that such purchase rights shall
not be exercisable with respect to a fraction of a Common Share. In case of the
purchase of less than all the Common Shares purchasable under this Warrant, the
Company shall cancel this Warrant on surrender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares
purchasable hereunder.
The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of shares issuable on
exercise of this and all other Warrants of like tenor then outstanding.
The Company may call this Warrant at a call price of $.001 per
underlying Common Share should the Company's Common Stock trade at or above
$5.00 per share, based on the reported closing bid price of the Common Stock,
for ten consecutive trading days following 15 days' prior written notice of the
Company's intention to call this Warrant. In the event this Warrant has not been
exercised by written notice within such 15-day notice period, this Warrant will
cease to exist.
This Warrant shall not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the Common Shares purchasable hereunder until or unless,
and except to the extent that, this Warrant shall be exercised.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:
(a) The aggregate number, price and kind of Common Shares
subject to this Warrant shall be adjusted appropriately;
(b) Rights under this Warrant, both as to the number of
subject Common Shares and the Warrant exercise price, shall be adjusted
appropriately; and
(c) In the event of dissolution or liquidation of the Company
or any merger or combination in which the Company is not a surviving
corporation, this Warrant shall terminate, but the registered owner of this
Warrant shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise this Warrant in whole or in part
to the extent that it shall not have been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.
The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Warrant or any portion thereof
prior to fulfillment of all the following conditions:
The Holder acknowledges and recognizes that unless a Registration
Statement is effective and current with respect to the underlying Common Shares,
sales may only be made pursuant to Rule 144 under the Securities Act of 1933
(the "Act").
The Holder shall have the right to exercise all or a portion of this
Warrant as follows:
(a) The completion of any required registration or other
qualification of such shares under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;
(c) The obtaining from the registered owner of the Warrant, as
required in the sole judgment of the Company, a representation in writing that
the owner is acquiring such Common Shares for the owner's own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof, if the Warrants and the related shares have
not been registered under the Act; and
(d) The placing on the certificate, as required in the sole
judgment of the Company, of an appropriate legend and the issuance of stop
transfer instructions in connection with this Warrant and the underlying shares
of Common Stock to the following effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE
SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED
FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT
THE PRIOR WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO
THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE
TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE
INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the signature of its duly authorized officer.
BBC GRAPHICS OF PALM BEACH, INC.
By:
--------------------------------------------------
Xxxxxxx Xxxxx, President
Dated:
---------
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the
rights to purchase Common Shares evidenced by the within
Warrant.)
BBC GRAPHICS OF PALM BEACH, INC.
0000 Xxx Xxxxxx, Xxxxx 00
Xxxx Xxxxx, Xxxxxxx 00000
The undersigned hereby irrevocably subscribes for _________ Common
Shares pursuant to and in accordance with the terms and conditions of this
Warrant, and herewith makes payment of $__________ therefor, and requests that a
certificate for such Common Shares be issued in the name of the undersigned and
be delivered to the undersigned at the address stated below, and if such number
of shares shall not be all of the shares purchasable hereunder, that a new
Warrant of like tenor for the balance of the remaining Common Shares purchasable
hereunder shall be delivered to the undersigned at the address stated below.
Dated: Signed:
-------------------- -------------------------------
Address:
------------------------------
SERIES B - WARRANT TO PURCHASE
COMMON STOCK
BBC GRAPHICS OF PALM BEACH, INC.
This is to certify that __________________________ (the "Holder") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
________________ shares of Common Stock, par value $.001 per share (the "Common
Shares"), of BBC GRAPHICS OF PALM BEACH, INC., a Florida corporation (the
"Company"), from the Company at the price per share and on the terms set forth
herein and to receive a certificate for the Common Shares so purchased on
presentation and surrender to the Company with the subscription form attached,
duly executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check or other check
payable to the order of the Company.
The purchase rights represented by this Warrant are exercisable
commencing on the date hereof through and including October 15, 2005, at a price
per Common Share of $2.00.
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole or in part, from time to time,
within the period specified; provided, however, that such purchase rights shall
not be exercisable with respect to a fraction of a Common Share. In case of the
purchase of less than all the Common Shares purchasable under this Warrant, the
Company shall cancel this Warrant on surrender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares
purchasable hereunder.
The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of shares issuable on
exercise of this and all other Warrants of like tenor then outstanding.
The Company may call this Warrant at a call price of $.001 per
underlying Common Share should the Company's Common Stock trade at or above
$5.00 per share, based on the reported closing bid price of the Common Stock,
for ten consecutive trading days following 15 days' prior written notice of the
Company's intention to call this Warrant. In the event this Warrant has not been
exercised by written notice within such 15-day notice period, this Warrant will
cease to exist.
This Warrant shall not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the Common Shares purchasable hereunder until or unless,
and except to the extent that, this Warrant shall be exercised.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:
(a) The aggregate number, price and kind of Common Shares
subject to this Warrant shall be adjusted appropriately;
(b) Rights under this Warrant, both as to the number of
subject Common Shares and the Warrant exercise price, shall be adjusted
appropriately; and
(c) In the event of dissolution or liquidation of the Company
or any merger or combination in which the Company is not a surviving
corporation, this Warrant shall terminate, but the registered owner of this
Warrant shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise this Warrant in whole or in part
to the extent that it shall not have been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.
The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Warrant or any portion thereof
prior to fulfillment of all the following conditions:
The Holder acknowledges and recognizes that unless a Registration
Statement is effective and current with respect to the underlying Common Shares,
sales may only be made pursuant to Rule 144 under the Securities Act of 1933
(the "Act").
The Holder shall have the right to exercise all or a portion of this
Warrant as follows:
(a) The completion of any required registration or other
qualification of such shares under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;
(c) The obtaining from the registered owner of the Warrant, as
required in the sole judgment of the Company, a representation in writing that
the owner is acquiring such Common Shares for the owner's own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof, if the Warrants and the related shares have
not been registered under the Act; and
(d) The placing on the certificate, as required in the sole
judgment of the Company, of an appropriate legend and the issuance of stop
transfer instructions in connection with this Warrant and the underlying shares
of Common Stock to the following effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE
SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED
FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN TI-IE ABSENCE OF REGISTRATION. FURTHERMORE,
NO OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE
WITHOUT THE PRIOR WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING
AFFIXED TO THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO
EXECUTE TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE
INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the signature of its duly authorized officer.
BBC GRAPHICS OF PALM BEACH, INC.
By:
--------------------------------------------------
Xxxxxxx Xxxxx, President
Dated:
-----------
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the
rights to purchase Common Shares evidenced by the within
Warrant.)
BBC GRAPHICS OF PALM BEACH, INC.
0000 Xxx Xxxxxx, Xxxxx 00
Xxxx Xxxxx, Xxxxxxx 00000
The undersigned hereby irrevocably subscribes for _________ Common
Shares pursuant to and in accordance with the terms and conditions of this
Warrant, and herewith makes payment of $__________ therefor, and requests that a
certificate for such Common Shares be issued in the name of the undersigned and
be delivered to the undersigned at the address stated below, and if such number
of shares shall not be all of the shares purchasable hereunder, that a new
Warrant of like tenor for the balance of the remaining Common Shares purchasable
hereunder shall be delivered to the undersigned at the address stated below.
Dated: Signed:
-------------------- -------------------------------
Address:
------------------------------
SERIES C - WARRANT TO PURCHASE
COMMON STOCK
OF
BBC GRAPHICS OF PALM BEACH. INC.
This is to certify that ___________________________ (the "Holder") is
entitled, subject to the terms and conditions hereinafter set forth, to purchase
________________ shares of Common Stock, par value $.001 per share (the "Common
Shares"), of BBC GRAPHICS OF PALM BEACH, INC., a Florida corporation (the
"Company"), from the Company at the price per share and on the terms set forth
herein and to receive a certificate for the Common Shares so purchased on
presentation and surrender to the Company with the subscription form attached,
duly executed and accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check or other check
payable to the order of the Company.
The purchase rights represented by this Warrant are exercisable
commencing on the date hereof through and including October 15, 2005, at a price
per Common Share of $3.00.
The purchase rights represented by this Warrant are exercisable at the
option of the registered owner hereof in whole or in part, from time to time,
within the period specified; provided, however, that such purchase rights shall
not be exercisable with respect to a fraction of a Common Share. In case of the
purchase of less than all the Common Shares purchasable under this Warrant, the
Company shall cancel this Warrant on surrender hereof and shall execute and
deliver a new Warrant of like tenor and date for the balance of the shares
purchasable hereunder.
The Company agrees at all times to reserve or hold available a
sufficient number of Common Shares to cover the number of shares issuable on
exercise of this and all other Warrants of like tenor then outstanding.
The Company may call this Warrant at a call price of $.001 per
underlying Common Share should the Company's Common Stock trade at or above
$5.00 per share, based on the reported closing bid price of the Common Stock,
for ten consecutive trading days following 15 days' prior written notice of the
Company's intention to call this Warrant. In the event this Warrant has not been
exercised by written notice within such 15-day notice period, this Warrant will
cease to exist.
This Warrant shall not entitle the holder hereof to any voting rights
or other rights as a shareholder of the Company, or to any other rights whatever
except the rights herein expressed and such as are set forth, and no dividends
shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the Common Shares purchasable hereunder until or unless,
and except to the extent that, this Warrant shall be exercised.
In the event that the outstanding Common Shares hereafter are changed
into or exchanged for a different number or kind of shares or other securities
of the Company or of another corporation by reason of merger, consolidation,
other reorganization, recapitalization, reclassification, combination of shares,
stock split-up or stock dividend:
(a) The aggregate number, price and kind of Common Shares
subject to this Warrant shall be adjusted appropriately;
(b) Rights under this Warrant, both as to the number of
subject Common Shares and the Warrant exercise price, shall be adjusted
appropriately; and
(c) In the event of dissolution or liquidation of the Company
or any merger or combination in which the Company is not a surviving
corporation, this Warrant shall terminate, but the registered owner of this
Warrant shall have the right, immediately prior to such dissolution,
liquidation, merger or combination, to exercise this Warrant in whole or in part
to the extent that it shall not have been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of fractional share
interests.
The Company shall not be required to issue or deliver any certificate
for Common Shares purchased on exercise of this Warrant or any portion thereof
prior to fulfillment of all the following conditions:
The Holder acknowledges and recognizes that unless a Registration
Statement is effective and current with respect to the underlying Common Shares,
sales may only be made pursuant to Rule 144 under the Securities Act of 1933
(the "Act").
The Holder shall have the right to exercise all or a portion of this
Warrant as follows:
(a) The completion of any required registration or other
qualification of such shares under any federal or state law or under the rulings
or regulations of the Securities and Exchange Commission or any other government
regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;
(c) The obtaining from the registered owner of the Warrant, as
required in the sole judgment of the Company, a representation in writing that
the owner is acquiring such Common Shares for the owner's own account for
investment and not with a view to, or for sale in connection with, the
distribution of any part thereof, if the Warrants and the related shares have
not been registered under the Act; and
(d) The placing on the certificate, as required in the sole
judgment of the Company, of an appropriate legend and the issuance of stop
transfer instructions in connection with this Warrant and the underlying shares
of Common Stock to the following effect:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY STATE
AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM REGISTRATION
PERTAINING TO SUCH SECURITIES AND PURSUANT TO A REPRESENTATION BY THE
SECURITY HOLDER NAMED HEREON THAT SAID SECURITIES HAVE BEEN ACQUIRED
FOR PURPOSES OF INVESTMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF REGISTRATION. FURTHERMORE, NO
OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE PLACE WITHOUT
THE PRIOR WRITTEN APPROVAL OF COUNSEL OR THE ISSUER BEING AFFIXED TO
THIS CERTIFICATE. THE TRANSFER AGENT HAS BEEN ORDERED TO EXECUTE
TRANSFERS OF THIS CERTIFICATE ONLY IN ACCORDANCE WITH THE ABOVE
INSTRUCTIONS."
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by the signature of its duly authorized officer.
BBC GRAPHICS OF PALM BEACH, INC.
By:
--------------------------------------------------
Xxxxxxx Xxxxx, President
Dated:
-------------
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the
rights to purchase Common Shares evidenced by the within
Warrant.)
BBC GRAPHICS OF PALM BEACH, INC.
0000 Xxx Xxxxxx, Xxxxx 00
Xxxx Xxxxx, Xxxxxxx 00000
The undersigned hereby irrevocably subscribes for _________ Common
Shares pursuant to and in accordance with the terms and conditions of this
Warrant, and herewith makes payment of $__________ therefor, and requests that a
certificate for such Common Shares be issued in the name of the undersigned and
be delivered to the undersigned at the address stated below, and if such number
of shares shall not be all of the shares purchasable hereunder, that a new
Warrant of like tenor for the balance of the remaining Common Shares purchasable
hereunder shall be delivered to the undersigned at the address stated below.
Dated: Signed:
-------------------- -------------------------------
Address:
------------------------------
