EXHIBIT 4.1
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPTION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED.
Warrant No. ______ _______ Shares
FORM OF COMMON STOCK PURCHASE WARRANT
EDULINK, INC.
[DATE]
EduLink, Inc., a California corporation (the "Company"), for value
received hereby grants to Xxxxxxx Xxxxxxxxx, an individual, or his registered
assigns ("Holder") under the terms herein, the right to purchase _______ shares
of the Company's common stock (the "Common Stock") for $____ per share (the
"Exercise Price"). (The Common Stock acquirable upon exercise hereof is
referred to herein as the "Warrant Shares.")
1. Term of Warrant. This Common Stock Purchase Warrant ("Warrant") may be
exercised at any time commencing on the date hereof until the seventh
anniversary of the date hereof.
2. Reservation of Common Stock. The Company agrees that the number of
Warrant Shares sufficient to provide for the exercise of this Warrant upon the
basis set forth herein shall at all times during the term of this Warrant be
reserved for the exercise thereof.
3. Manner of Exercise. This Warrant may be exercised in whole or in part
by surrendering this certificate, with the exercise form attached, duly
executed by the Warrant Holder or by the Warrant Holder's duly authorized
attorney, accompanied by payment of the Exercise Price for the Warrant shares
to be acquired, which payment shall be made in cash or bank cashier's or
certified check at the principal office of the Company or its designated
assign. The date on which this Warrant is thus surrendered accompanied by
tender of payment of the Exercise Price, is referred to as the "Exercise Date."
4. Issuance of Common Stock Upon Exercise. The Company shall cause to be
issued, within ten (10) days after the Exercise Date, a certificate or
certificates in the name requested by the Warrant Holder of the number of
Warrant Shares to which the Warrant Holder is entitled upon such exercise. All
Warrant Shares delivered upon the exercise of this Warrant shall be validly
issued, fully paid and non-assessable. Irrespective of the date of issuance and
delivery of any Warrant Shares upon the exercise of this Warrant, each person
in whose name any such certificate evidencing Warrant Shares is to be issued
shall be deemed to have become the holder of record of such Warrant Shares on
the Exercise date.
5. Sale of Warrant or Shares. Neither this Warrant nor the Warrant Shares
issuable upon exercise of this Warrant, have been registered under the
Securities Act of 1933 as amended (the "Act"), or under the securities laws of
any state. Neither this Warrant nor any warrant Shares when issued may be sold,
transferred, pledged, or hypothecated in the absence of (i) an effective
registration statement for this Warrant or the Warrant Shares, as the case may
be, under the Act and such registration or qualification as may be necessary
under the securities laws of any state, or (ii) an opinion of counsel
reasonably satisfactory to the Company that such registration or qualification
is not required. The Company shall cause each certificate evidencing Warrant
Shares issued upon exercise of this Warrant prior to said registration and
qualification to bear the following legend: "THE SHARES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH REGISTRATION OR QUALIFICATION AS
MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED."
6. Transfer. This Warrant shall be registered on the books of the Company
which shall be kept at its principal office for that purpose, and shall be
transferable only on such books by the Warrant Holder in person or by duly
authorized attorney with written notice, and only in compliance with the
preceding paragraph. The Company may issue appropriate stop orders to its
tranfer agent to prevent a transfer in violation of the preceding section.
7. Piggyback Registration. If the Company conducts an initial public
offering of its Common Stock registered under the Act, the Company shall give
thirty (30) days prior written notice thereof to the Warrant Holder and shall,
upon written request of the Warrant Holder, include in the registration
statement such number of Warrant Shares as Holder may request, subject to
reasonable limitations imposed by the underwriter of the offering who may
determine to exclude some or all of the Warrant Shares on the same basis as
securities owned by other holders of stock, warrants or options of the Company
who request registration of their securities under registration rights granted
prior to the date of this Warrant. Such inclusion, in any event, shall be at
2.
no cost to the Warrant Holder (other than payment of any underwriting fees,
discounts or commissions with respect to the Warrant Shares included in such
registration which shall be paid by the Warrant Holder) and shall be at the
sole cost and expense of the Company. In connection with any notification or
registration statement, the Company shall take any reasonable steps to make the
securities covered thereby eligible for public offering and sale by the
effective date of such registration statement. In connection with any such
registration, the Company shall bear all the expenses and professional fees
(excluding underwriting discounts and commission with respect to the Warrant
Shares) which arise in connection with such filing and keeping the registration
statement effective and correct and shall provide the Company with a reasonable
number of printed copies of the prospectus in final and preliminary form.
8. Adjustment. The number of Warrant Shares issuable upon the exercise of
this Warrant is subject to adjustment if the Company shall, prior to any
exercise of this Warrant, effect one or more stock splits, stock dividends, or
other increases or reductions in the number of shares of common Stock
outstanding.
(a) The Exercise Price and the number of Warrant Shares to be issued
upon exercise of this Warrant shall be adjusted as follows.
(i) If at any time after the date hereof the number of shares of
Common Stock outstanding is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of Common Stock, then,
on the record date of such stock dividend, subdivision or split-up, the
Exercise Price shall be appropriately decreased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
increased in proportion to such increase of outstanding shares;
(ii) If at any time after the date hereof the number of shares of
Common Stock outstanding is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such combination, the
Exercise Price shall be appropriately increased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
decreased in proportion to such decrease in outstanding shares.
(b) All calculations under this Section 10 shall be made to the nearest
cent or to the nearest one hundredth (1/100) of a share, as the case may be. No
fractional shares of Common Stock shall be issued upon exercise of this
Warrant. Any fractional shares of Common Stock which might otherwise be issued
upon exercise of this Warrant shall be rounded to the nearest whole share (with
one-half rounded up).
(c) If the Exercise Price shall be adjusted, the Company shall prepare
and mail to the holder hereof a certificate setting forth the event requiring
the adjustment, the amount of the adjustment, the method by which the
adjustment was calculated, and (after giving effect to the adjustment) the
Exercise Price.
3.
9. No Rights as Stockholder. The Warrant Holder is not, by virtue of its
ownership of this Warrant, entitled to any rights whatsoever as a stockholder
of the Company.
10. Governing Laws. This Warrant shall be construed according to the laws
of the State of California.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf.
EDULINK, INC.
By:
----------------------
XXXXXXX XXXXXXXXX, CEO
4.
AMENDMENT TO COMMON STOCK PURCHASE
WARRANT - EDULINK, INC.
Reference is made to the Common Stock Purchase Warrant issued to Xxxxxxx
Xxxxxxxxx ("Holder") by Company (the "Warrant"). Notwithstanding the provisions
of the Warrant to the contrary, the Exercise Price and the number of securities
purchasable upon the exercise of the Warrants shall be adjusted in the
following manner upon the happening of the following event in lieu of any other
adjustment described in the Warrant to which this Amendment relates:
If the Company shall consummate a merger within one hundred twenty (120)
days following the date hereof (the "Merger") into XXXXX, Inc. (the "Surviving
Corporation") whereby the Surviving Corporation issues its shares of common
stock ("common stock") to Company's shareholders in exchange for the shares of
Company's common stock held by such shareholders, then:
(i) The Warrant shall, immediately upon the effective date of such
Merger, entitle the Holder to purchase shares of the common stock
of the Surviving Corporation from the Surviving Corporation; and
(ii) The Exercise Price in effect on the date hereof shall be adjusted so
that it shall equal the price determined by multiplying the Exercise
Price in effect on the date hereof by a fraction, the denominator of
which shall be the number of shares of the Surviving Corporation's
common stock issued to the shareholders of Company pursuant to the
Merger, and the numerator of which shall be the number of shares of
Company's Common Stock outstanding immediately prior to the
effective date of the Merger;
(iii) Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to (ii) above, the number of shares of the
Surviving Corporation's common stock purchasable upon exercise of
the Warrants shall simultaneously be adjusted by multiplying the
number of shares of Company's Common Stock initially issuable upon
exercise of the Warrants by the Exercise Price in effect on the date
hereof and dividing the product so obtained by the Exercise Price,
as adjusted.
(iv) Notwithstanding any above-described adjustments, certificates for
Warrants issued prior to such adjustment may continue to express
the same price and number and kind of shares of Company's Common
Stock as are initially issuable pursuant to this Warrant;
(v) The Surviving Corporation shall not be required to issue fractional
shares upon the exercise of this Warrant.
Following the effective date of the Merger, the Exercise Price and the
number of shares purchasable upon exercise of the Warrants, as adjusted
pursuant to the provisions hereof, shall be subject to those subsequent
adjustments required by the provisions of the Warrant as a result of an
applicable corporate action which occurs following the effective date of the
Merger.
IN WITNESS WHEREOF, EduLink, Inc. has caused this Amendment to the
Warrants to be signed by its duly authorized officer and is dated as of
September 15, 1999.
EDULINK, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
------------------------
XXXXXXX XXXXXXXXX, CEO
2.
EXHIBIT 4.2
AMENDMENT
Reference is made to the following Common Stock Purchase Warrants
(hereinafter collectively referred to as "Warrants") issued by EduLink, Inc. to
Xxxxxxx Xxxxxxxxx ("Holder") as of August 15, 1997:
(1) One Common Stock Purchase Warrants, each of which grants to the Holder
the right to purchase 100,000 Warrant Shares (as such term is defined
in such Warrants) at a per share Exercise Price (as such term is
defined in such Warrants) of $3.50;
(2) One Common Stock Purchase Warrants, each of which grants to the Holder
the right to purchase 200,000 Warrant Shares at a per share Exercise
Price of $5.00;
(3) One Common Stock Purchase Warrants, each of which grants to the Holder
the right to purchase 200,000 Warrant Shares at a per share Exercise
Price of $7.00.
Notwithstanding the provisions of the Warrants to the contrary, Company
agrees that the Exercise Price of each Warrant described herein shall be
reduced to Twenty Five Cents ($.25) per share, effective as of the date hereof.
IN WITNESS WHEREOF, EduLink, Inc. has caused this Amendment to the
Warrants to be signed by its duly authorized officer and is dated as of
September 15, 1999.
EDULINK, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------
XXXXXXX XXXXXXXXX, CEO
EXHIBIT 4.3
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPTION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED.
Warrant No. ______ _______ Shares
FORM OF COMMON STOCK PURCHASE WARRANT
EDULINK, INC.
[DATE]
EduLink, Inc., a California corporation (the "Company"), for value
received hereby grants to Xxxxxx X. Xxxxxxxx, an individual, or his registered
assigns ("Holder") under the terms herein, the right to purchase _______ shares
of the Company's common stock (the "Common Stock") for $____ per share (the
"Exercise Price"). (The Common Stock acquirable upon exercise hereof is
referred to herein as the "Warrant Shares.")
1. Term of Warrant. This Common Stock Purchase Warrant ("Warrant") may be
exercised at any time commencing on the date hereof until the seventh
anniversary of the date hereof.
2. Reservation of Common Stock. The Company agrees that the number of
Warrant Shares sufficient to provide for the exercise of this Warrant upon the
basis set forth herein shall at all times during the term of this Warrant be
reserved for the exercise thereof.
3. Manner of Exercise. This Warrant may be exercised in whole or in part
by surrendering this certificate, with the exercise form attached, duly
executed by the Warrant Holder or by the Warrant Holder's duly authorized
attorney, accompanied by payment of the Exercise Price for the Warrant shares
to be acquired, which payment shall be made in cash or bank cashier's or
certified check at the principal office of the Company or its designated
assign. The date on which this Warrant is thus surrendered accompanied by
tender of payment of the Exercise Price, is referred to as the "Exercise Date."
4. Issuance of Common Stock Upon Exercise. The Company shall cause to be
issued, within ten (10) days after the Exercise Date, a certificate or
certificates in the name requested by the Warrant Holder of the number of
Warrant Shares to which the Warrant Holder is entitled upon such exercise. All
Warrant Shares delivered upon the exercise of this Warrant shall be validly
issued, fully paid and non-assessable. Irrespective of the date of issuance and
delivery of any Warrant Shares upon the exercise of this Warrant, each person
in whose name any such certificate evidencing Warrant Shares is to be issued
shall be deemed to have become the holder of record of such Warrant Shares on
the Exercise date.
5. Sale of Warrant or Shares. Neither this Warrant nor the Warrant Shares
issuable upon exercise of this Warrant, have been registered under the
Securities Act of 1933 as amended (the "Act"), or under the securities laws of
any state. Neither this Warrant nor any warrant Shares when issued may be sold,
transferred, pledged, or hypothecated in the absence of (i) an effective
registration statement for this Warrant or the Warrant Shares, as the case may
be, under the Act and such registration or qualification as may be necessary
under the securities laws of any state, or (ii) an opinion of counsel
reasonably satisfactory to the Company that such registration or qualification
is not required. The Company shall cause each certificate evidencing Warrant
Shares issued upon exercise of this Warrant prior to said registration and
qualification to bear the following legend: "THE SHARES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH REGISTRATION OR QUALIFICATION AS
MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED."
6. Transfer. This Warrant shall be registered on the books of the Company
which shall be kept at its principal office for that purpose, and shall be
transferable only on such books by the Warrant Holder in person or by duly
authorized attorney with written notice, and only in compliance with the
preceding paragraph. The Company may issue appropriate stop orders to its
tranfer agent to prevent a transfer in violation of the preceding section.
7. Piggyback Registration. If the Company conducts an initial public
offering of its Common Stock registered under the Act, the Company shall give
thirty (30) days prior written notice thereof to the Warrant Holder and shall,
upon written request of the Warrant Holder, include in the registration
statement such number of Warrant Shares as Holder may request, subject to
reasonable limitations imposed by the underwriter of the offering who may
determine to exclude some or all of the Warrant Shares on the same basis as
securities owned by other holders of stock, warrants or options of the Company
who request registration of their securities under registration rights granted
prior to the date of this Warrant. Such inclusion, in any event, shall be at
2.
no cost to the Warrant Holder (other than payment of any underwriting fees,
discounts or commissions with respect to the Warrant Shares included in such
registration which shall be paid by the Warrant Holder) and shall be at the
sole cost and expense of the Company. In connection with any notification or
registration statement, the Company shall take any reasonable steps to make the
securities covered thereby eligible for public offering and sale by the
effective date of such registration statement. In connection with any such
registration, the Company shall bear all the expenses and professional fees
(excluding underwriting discounts and commission with respect to the Warrant
Shares) which arise in connection with such filing and keeping the registration
statement effective and correct and shall provide the Company with a reasonable
number of printed copies of the prospectus in final and preliminary form.
8. Adjustment. The number of Warrant Shares issuable upon the exercise of
this Warrant is subject to adjustment if the Company shall, prior to any
exercise of this Warrant, effect one or more stock splits, stock dividends, or
other increases or reductions in the number of shares of common Stock
outstanding.
(a) The Exercise Price and the number of Warrant Shares to be issued
upon exercise of this Warrant shall be adjusted as follows.
(i) If at any time after the date hereof the number of shares of
Common Stock outstanding is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of Common Stock, then,
on the record date of such stock dividend, subdivision or split-up, the
Exercise Price shall be appropriately decreased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
increased in proportion to such increase of outstanding shares;
(ii) If at any time after the date hereof the number of shares of
Common Stock outstanding is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such combination, the
Exercise Price shall be appropriately increased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
decreased in proportion to such decrease in outstanding shares.
(b) All calculations under this Section 10 shall be made to the nearest
cent or to the nearest one hundredth (1/100) of a share, as the case may be. No
fractional shares of Common Stock shall be issued upon exercise of this
Warrant. Any fractional shares of Common Stock which might otherwise be issued
upon exercise of this Warrant shall be rounded to the nearest whole share (with
one-half rounded up).
(c) If the Exercise Price shall be adjusted, the Company shall prepare
and mail to the holder hereof a certificate setting forth the event requiring
the adjustment, the amount of the adjustment, the method by which the
adjustment was calculated, and (after giving effect to the adjustment) the
Exercise Price.
3.
9. No Rights as Stockholder. The Warrant Holder is not, by virtue of its
ownership of this Warrant, entitled to any rights whatsoever as a stockholder
of the Company.
10. Governing Laws. This Warrant shall be construed according to the laws
of the State of California.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf.
EDULINK, INC.
By:
----------------------
XXXXXXX XXXXXXXXX, CEO
4.
AMENDMENT TO COMMON STOCK PURCHASE
WARRANT - EDULINK, INC.
Reference is made to the Common Stock Purchase Warrant issued to Xxxxxx X.
Xxxxxxxx ("Holder") by Company (the "Warrant"). Notwithstanding the provisions
of the Warrant to the contrary, the Exercise Price and the number of securities
purchasable upon the exercise of the Warrants shall be adjusted in the
following manner upon the happening of the following event in lieu of any other
adjustment described in the Warrant to which this Amendment relates:
If the Company shall consummate a merger within one hundred twenty (120)
days following the date hereof (the "Merger") into XXXXX, Inc. (the "Surviving
Corporation") whereby the Surviving Corporation issues its shares of common
stock ("common stock") to Company's shareholders in exchange for the shares of
Company's common stock held by such shareholders, then:
(i) The Warrant shall, immediately upon the effective date of such
Merger, entitle the Holder to purchase shares of the common stock
of the Surviving Corporation from the Surviving Corporation; and
(ii) The Exercise Price in effect on the date hereof shall be adjusted so
that it shall equal the price determined by multiplying the Exercise
Price in effect on the date hereof by a fraction, the denominator of
which shall be the number of shares of the Surviving Corporation's
common stock issued to the shareholders of Company pursuant to the
Merger, and the numerator of which shall be the number of shares of
Company's Common Stock outstanding immediately prior to the
effective date of the Merger;
(iii) Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to (ii) above, the number of shares of the
Surviving Corporation's common stock purchasable upon exercise of
the Warrants shall simultaneously be adjusted by multiplying the
number of shares of Company's Common Stock initially issuable upon
exercise of the Warrants by the Exercise Price in effect on the date
hereof and dividing the product so obtained by the Exercise Price,
as adjusted.
(iv) Notwithstanding any above-described adjustments, certificates for
Warrants issued prior to such adjustment may continue to express
the same price and number and kind of shares of Company's Common
Stock as are initially issuable pursuant to this Warrant;
(v) The Surviving Corporation shall not be required to issue fractional
shares upon the exercise of this Warrant.
Following the effective date of the Merger, the Exercise Price and the
number of shares purchasable upon exercise of the Warrants, as adjusted
pursuant to the provisions hereof, shall be subject to those subsequent
adjustments required by the provisions of the Warrant as a result of an
applicable corporate action which occurs following the effective date of the
Merger.
IN WITNESS WHEREOF, EduLink, Inc. has caused this Amendment to the
Warrants to be signed by its duly authorized officer and is dated as of
September 15, 1999.
EDULINK, INC.
By: ________________________
XXXXXXX XXXXXXXXX, CEO
2.
EXHIBIT 4.4
AMENDMENT
Reference is made to the following Common Stock Purchase Warrants
(hereinafter collectively referred to as "Warrants") issued by EduLink, Inc. to
Xxxxxx X. Xxxxxxxx ("Holder") as of August 15, 1997:
(1) One Common Stock Purchase Warrants, each of which grants to the Holder
the right to purchase 100,000 Warrant Shares (as such term is defined
in such Warrants) at a per share Exercise Price (as such term is
defined in such Warrants) of $3.50;
(2) One Common Stock Purchase Warrants, each of which grants to the Holder
the right to purchase 200,000 Warrant Shares at a per share Exercise
Price of $5.00;
(3) One Common Stock Purchase Warrants, each of which grants to the Holder
the right to purchase 200,000 Warrant Shares at a per share Exercise
Price of $7.00.
Notwithstanding the provisions of the Warrants to the contrary, Company
agrees that the Exercise Price of each Warrant described herein shall be
reduced to Twenty Five Cents ($.25) per share, effective as of the date hereof.
IN WITNESS WHEREOF, EduLink, Inc. has caused this Amendment to the
Warrants to be signed by its duly authorized officer and is dated as of
September 15, 1999.
EDULINK, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
-------------------------
XXXXXXX XXXXXXXXX, CEO
EXHIBIT 4.5
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPTION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED.
Warrant No. DT 50,000 Shares
COMMON STOCK PURCHASE WARRANT
EDULINK, INC.
September 15, 1999
EduLink, Inc., a California corporation (the "Company"), for value
received hereby grants to Xxxxxxx Xxxxxx, an individual, or his registered
assigns ("Holder") under the terms herein, the right to purchase 50,000 shares
of the Company's common stock (the "Common Stock") for $0.25 per share (the
"Exercise Price"). (The Common Stock acquirable upon exercise hereof is
referred to herein as the "Warrant Shares.")
1. Term of Warrant. This Common Stock Purchase Warrant ("Warrant") may be
exercised at any time commencing on the date hereof until the fourth
anniversary of the date hereof.
2. Reservation of Common Stock. The Company agrees that the number of
Warrant Shares sufficient to provide for the exercise of this Warrant upon the
basis set forth herein shall at all times during the term of this Warrant be
reserved for the exercise thereof.
3. Manner of Exercise. This Warrant may be exercised in whole or in part
by surrendering this certificate, with the exercise form attached, duly
executed by the Warrant Holder or by the Warrant Holder's duly authorized
attorney, accompanied by payment of the Exercise Price for the Warrant shares
to be acquired, which payment shall be made in cash or bank cashier's or
certified check at the principal office of the Company or its designated
assign. The date on which this Warrant is thus surrendered accompanied by
tender of payment of the Exercise Price, is referred to as the "Exercise Date."
4. Issuance of Common Stock Upon Exercise. The Company shall cause to be
issued, within ten (10) days after the Exercise Date, a certificate or
certificates in the name requested by the Warrant Holder of the number of
Warrant Shares to which the Warrant Holder is entitled upon such exercise. All
Warrant Shares delivered upon the exercise of this Warrant shall be validly
issued, fully paid and non-assessable. Irrespective of the date of issuance and
delivery of any Warrant Shares upon the exercise of this Warrant, each person
in whose name any such certificate evidencing Warrant Shares is to be issued
shall be deemed to have become the holder of record of such Warrant Shares on
the Exercise date.
5. Sale of Warrant or Shares. Neither this Warrant nor the Warrant Shares
issuable upon exercise of this Warrant, have been registered under the
Securities Act of 1933 as amended (the "Act"), or under the securities laws of
any state. Neither this Warrant nor any warrant Shares when issued may be sold,
transferred, pledged, or hypothecated in the absence of (i) an effective
registration statement for this Warrant or the Warrant Shares, as the case may
be, under the Act and such registration or qualification as may be necessary
under the securities laws of any state, or (ii) an opinion of counsel
reasonably satisfactory to the Company that such registration or qualification
is not required. The Company shall cause each certificate evidencing Warrant
Shares issued upon exercise of this Warrant prior to said registration and
qualification to bear the following legend: "THE SHARES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH REGISTRATION OR QUALIFICATION AS
MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED."
6. Transfer. This Warrant shall be registered on the books of the Company
which shall be kept at its principal office for that purpose, and shall be
transferable only on such books by the Warrant Holder in person or by duly
authorized attorney with written notice, and only in compliance with the
preceding paragraph. The Company may issue appropriate stop orders to its
tranfer agent to prevent a transfer in violation of the preceding section.
7. Piggyback Registration. If the Company conducts an initial public
offering of its Common Stock registered under the Act, the Company shall give
thirty (30) days prior written notice thereof to the Warrant Holder and shall,
upon written request of the Warrant Holder, include in the registration
statement such number of Warrant Shares as Holder may request, subject to
reasonable limitations imposed by the underwriter of the offering who may
determine to exclude some or all of the Warrant Shares on the same basis as
securities owned by other holders of stock, warrants or options of the Company
who request registration of their securities under registration rights granted
prior to the date of this Warrant. Such inclusion, in any event, shall be at
2.
no cost to the Warrant Holder (other than payment of any underwriting fees,
discounts or commissions with respect to the Warrant Shares included in such
registration which shall be paid by the Warrant Holder) and shall be at the
sole cost and expense of the Company. In connection with any notification or
registration statement, the Company shall take any reasonable steps to make the
securities covered thereby eligible for public offering and sale by the
effective date of such registration statement. In connection with any such
registration, the Company shall bear all the expenses and professional fees
(excluding underwriting discounts and commission with respect to the Warrant
Shares) which arise in connection with such filing and keeping the registration
statement effective and correct and shall provide the Company with a reasonable
number of printed copies of the prospectus in final and preliminary form.
8. Adjustment. The number of Warrant Shares issuable upon the exercise of
this Warrant is subject to adjustment if the Company shall, prior to any
exercise of this Warrant, effect one or more stock splits, stock dividends, or
other increases or reductions in the number of shares of common Stock
outstanding.
(a) The Exercise Price and the number of Warrant Shares to be issued
upon exercise of this Warrant shall be adjusted as follows.
(i) If at any time after the date hereof the number of shares of
Common Stock outstanding is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of Common Stock, then,
on the record date of such stock dividend, subdivision or split-up, the
Exercise Price shall be appropriately decreased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
increased in proportion to such increase of outstanding shares;
(ii) If at any time after the date hereof the number of shares of
Common Stock outstanding is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such combination, the
Exercise Price shall be appropriately increased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
decreased in proportion to such decrease in outstanding shares.
(b) All calculations under this Section 10 shall be made to the nearest
cent or to the nearest one hundredth (1/100) of a share, as the case may be. No
fractional shares of Common Stock shall be issued upon exercise of this
Warrant. Any fractional shares of Common Stock which might otherwise be issued
upon exercise of this Warrant shall be rounded to the nearest whole share (with
one-half rounded up).
(c) If the Exercise Price shall be adjusted, the Company shall prepare
and mail to the holder hereof a certificate setting forth the event requiring
the adjustment, the amount of the adjustment, the method by which the
adjustment was calculated, and (after giving effect to the adjustment) the
Exercise Price.
3.
9. No Rights as Stockholder. The Warrant Holder is not, by virtue of its
ownership of this Warrant, entitled to any rights whatsoever as a stockholder
of the Company.
10. Governing Laws. This Warrant shall be construed according to the laws
of the State of California.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf.
EDULINK, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------
XXXXXXX XXXXXXXXX, CEO
4.
AMENDMENT TO COMMON STOCK PURCHASE
WARRANT - EDULINK, INC.
Reference is made to the Common Stock Purchase Warrant issued to Xxxxxxx
Xxxxxx ("Holder") by Company (the "Warrant"). Notwithstanding the provisions
of the Warrant to the contrary, the Exercise Price and the number of securities
purchasable upon the exercise of the Warrants shall be adjusted in the
following manner upon the happening of the following event in lieu of any other
adjustment described in the Warrant to which this Amendment relates:
If the Company shall consummate a merger within one hundred twenty (120)
days following the date hereof (the "Merger") into XXXXX, Inc. (the "Surviving
Corporation") whereby the Surviving Corporation issues its shares of common
stock ("common stock") to Company's shareholders in exchange for the shares of
Company's common stock held by such shareholders, then:
(i) The Warrant shall, immediately upon the effective date of such
Merger, entitle the Holder to purchase shares of the common stock
of the Surviving Corporation from the Surviving Corporation; and
(ii) The Exercise Price in effect on the date hereof shall be adjusted so
that it shall equal the price determined by multiplying the Exercise
Price in effect on the date hereof by a fraction, the denominator of
which shall be the number of shares of the Surviving Corporation's
common stock issued to the shareholders of Company pursuant to the
Merger, and the numerator of which shall be the number of shares of
Company's Common Stock outstanding immediately prior to the
effective date of the Merger;
(iii) Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to (ii) above, the number of shares of the
Surviving Corporation's common stock purchasable upon exercise of
the Warrants shall simultaneously be adjusted by multiplying the
number of shares of Company's Common Stock initially issuable upon
exercise of the Warrants by the Exercise Price in effect on the date
hereof and dividing the product so obtained by the Exercise Price,
as adjusted.
(iv) Notwithstanding any above-described adjustments, certificates for
Warrants issued prior to such adjustment may continue to express
the same price and number and kind of shares of Company's Common
Stock as are initially issuable pursuant to this Warrant;
(v) The Surviving Corporation shall not be required to issue fractional
shares upon the exercise of this Warrant.
Following the effective date of the Merger, the Exercise Price and the
number of shares purchasable upon exercise of the Warrants, as adjusted
pursuant to the provisions hereof, shall be subject to those subsequent
adjustments required by the provisions of the Warrant as a result of an
applicable corporate action which occurs following the effective date of the
Merger.
IN WITNESS WHEREOF, EduLink, Inc. has caused this Amendment to the
Warrants to be signed by its duly authorized officer and is dated as of
September 15, 1999.
EDULINK, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
-----------------------
XXXXXXX XXXXXXXXX, CEO
2.
EXHIBIT 4.6
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPTION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED.
Warrant No. KM 50,000 Shares
COMMON STOCK PURCHASE WARRANT
EDULINK, INC.
September 15, 1999
EduLink, Inc., a California corporation (the "Company"), for value
received hereby grants to Xxxxxxxx XxXxxxx, an individual, or his registered
assigns ("Holder") under the terms herein, the right to purchase 50,000 shares
of the Company's common stock (the "Common Stock") for $0.25 per share (the
"Exercise Price"). (The Common Stock acquirable upon exercise hereof is
referred to herein as the "Warrant Shares.")
1. Term of Warrant. This Common Stock Purchase Warrant ("Warrant") may be
exercised at any time commencing on the date hereof until the fourth
anniversary of the date hereof.
2. Reservation of Common Stock. The Company agrees that the number of
Warrant Shares sufficient to provide for the exercise of this Warrant upon the
basis set forth herein shall at all times during the term of this Warrant be
reserved for the exercise thereof.
3. Manner of Exercise. This Warrant may be exercised in whole or in part
by surrendering this certificate, with the exercise form attached, duly
executed by the Warrant Holder or by the Warrant Holder's duly authorized
attorney, accompanied by payment of the Exercise Price for the Warrant shares
to be acquired, which payment shall be made in cash or bank cashier's or
certified check at the principal office of the Company or its designated
assign. The date on which this Warrant is thus surrendered accompanied by
tender of payment of the Exercise Price, is referred to as the "Exercise Date."
4. Issuance of Common Stock Upon Exercise. The Company shall cause to be
issued, within ten (10) days after the Exercise Date, a certificate or
certificates in the name requested by the Warrant Holder of the number of
Warrant Shares to which the Warrant Holder is entitled upon such exercise. All
Warrant Shares delivered upon the exercise of this Warrant shall be validly
issued, fully paid and non-assessable. Irrespective of the date of issuance and
delivery of any Warrant Shares upon the exercise of this Warrant, each person
in whose name any such certificate evidencing Warrant Shares is to be issued
shall be deemed to have become the holder of record of such Warrant Shares on
the Exercise date.
5. Sale of Warrant or Shares. Neither this Warrant nor the Warrant Shares
issuable upon exercise of this Warrant, have been registered under the
Securities Act of 1933 as amended (the "Act"), or under the securities laws of
any state. Neither this Warrant nor any warrant Shares when issued may be sold,
transferred, pledged, or hypothecated in the absence of (i) an effective
registration statement for this Warrant or the Warrant Shares, as the case may
be, under the Act and such registration or qualification as may be necessary
under the securities laws of any state, or (ii) an opinion of counsel
reasonably satisfactory to the Company that such registration or qualification
is not required. The Company shall cause each certificate evidencing Warrant
Shares issued upon exercise of this Warrant prior to said registration and
qualification to bear the following legend: "THE SHARES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH REGISTRATION OR QUALIFICATION AS
MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED."
6. Transfer. This Warrant shall be registered on the books of the Company
which shall be kept at its principal office for that purpose, and shall be
transferable only on such books by the Warrant Holder in person or by duly
authorized attorney with written notice, and only in compliance with the
preceding paragraph. The Company may issue appropriate stop orders to its
tranfer agent to prevent a transfer in violation of the preceding section.
7. Piggyback Registration. If the Company conducts an initial public
offering of its Common Stock registered under the Act, the Company shall give
thirty (30) days prior written notice thereof to the Warrant Holder and shall,
upon written request of the Warrant Holder, include in the registration
statement such number of Warrant Shares as Holder may request, subject to
reasonable limitations imposed by the underwriter of the offering who may
determine to exclude some or all of the Warrant Shares on the same basis as
securities owned by other holders of stock, warrants or options of the Company
who request registration of their securities under registration rights granted
prior to the date of this Warrant. Such inclusion, in any event, shall be at
2.
no cost to the Warrant Holder (other than payment of any underwriting fees,
discounts or commissions with respect to the Warrant Shares included in such
registration which shall be paid by the Warrant Holder) and shall be at the
sole cost and expense of the Company. In connection with any notification or
registration statement, the Company shall take any reasonable steps to make the
securities covered thereby eligible for public offering and sale by the
effective date of such registration statement. In connection with any such
registration, the Company shall bear all the expenses and professional fees
(excluding underwriting discounts and commission with respect to the Warrant
Shares) which arise in connection with such filing and keeping the registration
statement effective and correct and shall provide the Company with a reasonable
number of printed copies of the prospectus in final and preliminary form.
8. Adjustment. The number of Warrant Shares issuable upon the exercise of
this Warrant is subject to adjustment if the Company shall, prior to any
exercise of this Warrant, effect one or more stock splits, stock dividends, or
other increases or reductions in the number of shares of common Stock
outstanding.
(a) The Exercise Price and the number of Warrant Shares to be issued
upon exercise of this Warrant shall be adjusted as follows.
(i) If at any time after the date hereof the number of shares of
Common Stock outstanding is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of Common Stock, then,
on the record date of such stock dividend, subdivision or split-up, the
Exercise Price shall be appropriately decreased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
increased in proportion to such increase of outstanding shares;
(ii) If at any time after the date hereof the number of shares of
Common Stock outstanding is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such combination, the
Exercise Price shall be appropriately increased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
decreased in proportion to such decrease in outstanding shares.
(b) All calculations under this Section 10 shall be made to the nearest
cent or to the nearest one hundredth (1/100) of a share, as the case may be. No
fractional shares of Common Stock shall be issued upon exercise of this
Warrant. Any fractional shares of Common Stock which might otherwise be issued
upon exercise of this Warrant shall be rounded to the nearest whole share (with
one-half rounded up).
(c) If the Exercise Price shall be adjusted, the Company shall prepare
and mail to the holder hereof a certificate setting forth the event requiring
the adjustment, the amount of the adjustment, the method by which the
adjustment was calculated, and (after giving effect to the adjustment) the
Exercise Price.
3.
9. No Rights as Stockholder. The Warrant Holder is not, by virtue of its
ownership of this Warrant, entitled to any rights whatsoever as a stockholder
of the Company.
10. Governing Laws. This Warrant shall be construed according to the laws
of the State of California.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf.
EDULINK, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------
XXXXXXX XXXXXXXXX, CEO
4.
AMENDMENT TO COMMON STOCK PURCHASE
WARRANT - EDULINK, INC.
Reference is made to the Common Stock Purchase Warrant issued to Xxxxxxxx
XxXxxxx ("Holder") by Company (the "Warrant"). Notwithstanding the provisions
of the Warrant to the contrary, the Exercise Price and the number of securities
purchasable upon the exercise of the Warrants shall be adjusted in the
following manner upon the happening of the following event in lieu of any other
adjustment described in the Warrant to which this Amendment relates:
If the Company shall consummate a merger within one hundred twenty (120)
days following the date hereof (the "Merger") into XXXXX, Inc. (the "Surviving
Corporation") whereby the Surviving Corporation issues its shares of common
stock ("common stock") to Company's shareholders in exchange for the shares of
Company's common stock held by such shareholders, then:
(i) The Warrant shall, immediately upon the effective date of such
Merger, entitle the Holder to purchase shares of the common stock
of the Surviving Corporation from the Surviving Corporation; and
(ii) The Exercise Price in effect on the date hereof shall be adjusted so
that it shall equal the price determined by multiplying the Exercise
Price in effect on the date hereof by a fraction, the denominator of
which shall be the number of shares of the Surviving Corporation's
common stock issued to the shareholders of Company pursuant to the
Merger, and the numerator of which shall be the number of shares of
Company's Common Stock outstanding immediately prior to the
effective date of the Merger;
(iii) Whenever the Exercise Price payable upon exercise of each Warrant is
adjusted pursuant to (ii) above, the number of shares of the
Surviving Corporation's common stock purchasable upon exercise of
the Warrants shall simultaneously be adjusted by multiplying the
number of shares of Company's Common Stock initially issuable upon
exercise of the Warrants by the Exercise Price in effect on the date
hereof and dividing the product so obtained by the Exercise Price,
as adjusted.
(iv) Notwithstanding any above-described adjustments, certificates for
Warrants issued prior to such adjustment may continue to express
the same price and number and kind of shares of Company's Common
Stock as are initially issuable pursuant to this Warrant;
(v) The Surviving Corporation shall not be required to issue fractional
shares upon the exercise of this Warrant.
Following the effective date of the Merger, the Exercise Price and the
number of shares purchasable upon exercise of the Warrants, as adjusted
pursuant to the provisions hereof, shall be subject to those subsequent
adjustments required by the provisions of the Warrant as a result of an
applicable corporate action which occurs following the effective date of the
Merger.
IN WITNESS WHEREOF, EduLink, Inc. has caused this Amendment to the
Warrants to be signed by its duly authorized officer and is dated as of
September 15, 1999.
EDULINK, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------
XXXXXXX XXXXXXXXX, CEO
2.
EXHIBIT 4.7
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS WARRANT MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933, AS AMENDED AND SUCH REGISTRATION OR QUALIFICATION
AS MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPTION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED.
Warrant No. IR 34,305,000 Shares
COMMON STOCK PURCHASE WARRANT
EDULINK, INC.
February 1, 2000
EduLink, Inc., a California corporation (the "Company"), for value
received hereby grants to Xxx Xxxxxxxx, an individual, or his registered
assigns ("Holder") under the terms herein, the right to purchase 34,305,000
shares of the Company's common stock (the "Common Stock") for $.0022 per share
(the "Exercise Price"). (The Common Stock acquirable upon exercise hereof is
referred to herein as the "Warrant Shares.")
1. Term of Warrant. This Common Stock Purchase Warrant ("Warrant") may be
exercised at any time commencing on the date hereof until the seventh
anniversary of the date hereof.
2. Reservation of Common Stock. The Company agrees that the number of
Warrant Shares sufficient to provide for the exercise of this Warrant upon the
basis set forth herein shall at all times during the term of this Warrant be
reserved for the exercise thereof.
3. Manner of Exercise. This Warrant may be exercised in whole or in part
by surrendering this certificate, with the exercise form attached, duly
executed by the Warrant Holder or by the Warrant Holder's duly authorized
attorney, accompanied by payment of the Exercise Price for the Warrant shares
to be acquired, which payment shall be made in cash or bank cashier's or
certified check at the principal office of the Company or its designated
assign. The date on which this Warrant is thus surrendered accompanied by
tender of payment of the Exercise Price, is referred to as the "Exercise Date."
4. Issuance of Common Stock Upon Exercise. The Company shall cause to be
issued, within ten (10) days after the Exercise Date, a certificate or
certificates in the name requested by the Warrant Holder of the number of
Warrant Shares to which the Warrant Holder is entitled upon such exercise. All
Warrant Shares delivered upon the exercise of this Warrant shall be validly
issued, fully paid and non-assessable. Irrespective of the date of issuance and
delivery of any Warrant Shares upon the exercise of this Warrant, each person
in whose name any such certificate evidencing Warrant Shares is to be issued
shall be deemed to have become the holder of record of such Warrant Shares on
the Exercise date.
5. Sale of Warrant or Shares. Neither this Warrant nor the Warrant Shares
issuable upon exercise of this Warrant, have been registered under the
Securities Act of 1933 as amended (the "Act"), or under the securities laws of
any state. Neither this Warrant nor any warrant Shares when issued may be sold,
transferred, pledged, or hypothecated in the absence of (i) an effective
registration statement for this Warrant or the Warrant Shares, as the case may
be, under the Act and such registration or qualification as may be necessary
under the securities laws of any state, or (ii) an opinion of counsel
reasonably satisfactory to the Company that such registration or qualification
is not required. The Company shall cause each certificate evidencing Warrant
Shares issued upon exercise of this Warrant prior to said registration and
qualification to bear the following legend: "THE SHARES EVIDENCED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS
AMENDED OR UNDER THE SECURITIES LAWS OF ANY STATE. THE SHARES MAY NOT BE SOLD
OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND SUCH REGISTRATION OR QUALIFICATION AS
MAY BE NECESSARY UNDER THE SECURITIES LAWS OF ANY STATE, OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS
NOT REQUIRED."
6. Transfer. This Warrant shall be registered on the books of the Company
which shall be kept at its principal office for that purpose, and shall be
transferable only on such books by the Warrant Holder in person or by duly
authorized attorney with written notice, and only in compliance with the
preceding paragraph. The Company may issue appropriate stop orders to its
tranfer agent to prevent a transfer in violation of the preceding section.
7. Piggyback Registration. If the Company conducts an initial public
offering of its Common Stock registered under the Act, the Company shall give
thirty (30) days prior written notice thereof to the Warrant Holder and shall,
upon written request of the Warrant Holder, include in the registration
statement such number of Warrant Shares as Holder may request, subject to
reasonable limitations imposed by the underwriter of the offering who may
determine to exclude some or all of the Warrant Shares on the same basis as
securities owned by other holders of stock, warrants or options of the Company
who request registration of their securities under registration rights granted
prior to the date of this Warrant. Such inclusion, in any event, shall be at
2.
no cost to the Warrant Holder (other than payment of any underwriting fees,
discounts or commissions with respect to the Warrant Shares included in such
registration which shall be paid by the Warrant Holder) and shall be at the
sole cost and expense of the Company. In connection with any notification or
registration statement, the Company shall take any reasonable steps to make the
securities covered thereby eligible for public offering and sale by the
effective date of such registration statement. In connection with any such
registration, the Company shall bear all the expenses and professional fees
(excluding underwriting discounts and commission with respect to the Warrant
Shares) which arise in connection with such filing and keeping the registration
statement effective and correct and shall provide the Company with a reasonable
number of printed copies of the prospectus in final and preliminary form.
8. Adjustment. The number of Warrant Shares issuable upon the exercise of
this Warrant is subject to adjustment if the Company shall, prior to any
exercise of this Warrant, effect one or more stock splits, stock dividends, or
other increases or reductions in the number of shares of common Stock
outstanding.
(a) The Exercise Price and the number of Warrant Shares to be issued
upon exercise of this Warrant shall be adjusted as follows.
(i) If at any time after the date hereof the number of shares of
Common Stock outstanding is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of shares of Common Stock, then,
on the record date of such stock dividend, subdivision or split-up, the
Exercise Price shall be appropriately decreased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
increased in proportion to such increase of outstanding shares;
(ii) If at any time after the date hereof the number of shares of
Common Stock outstanding is decreased by a combination of the outstanding
shares of Common Stock, then, on the effective date of such combination, the
Exercise Price shall be appropriately increased and the number of shares of
Common Stock issuable on exercise of this Warrant shall be appropriately
decreased in proportion to such decrease in outstanding shares.
(b) All calculations under this Section 10 shall be made to the nearest
cent or to the nearest one hundredth (1/100) of a share, as the case may be. No
fractional shares of Common Stock shall be issued upon exercise of this
Warrant. Any fractional shares of Common Stock which might otherwise be issued
upon exercise of this Warrant shall be rounded to the nearest whole share (with
one-half rounded up).
(c) If the Exercise Price shall be adjusted, the Company shall prepare
and mail to the holder hereof a certificate setting forth the event requiring
the adjustment, the amount of the adjustment, the method by which the
adjustment was calculated, and (after giving effect to the adjustment) the
Exercise Price.
3.
9. No Rights as Stockholder. The Warrant Holder is not, by virtue of its
ownership of this Warrant, entitled to any rights whatsoever as a stockholder
of the Company.
10. Governing Laws. This Warrant shall be construed according to the laws
of the State of California.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on
its behalf.
EDULINK, INC.
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------
XXXXXXX XXXXXXXXX, CEO
4.
EXHIBIT 4.8
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF
Nevada
NUMBER EduLink, Inc. SHARES
AUTHORIZED COMMON STOCK: 1,500,000,000 SHARES
PAR VALUE: $.001 CUSIP NO. 28164R 10 3
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
Shares of EDULINK, INC. Common Stock
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
/s/ Xxxxxxxxx Xxxxxxxx /s/ Xxxxxx X. Xxxxxxxx
---------------------- ----------------------
SECRETARY PRESIDENT
[SEAL]
