RENMARK
Financial Communications Financieres
Montreal-Toronto-New York
March 20, 2001
Xx. Xxxxxxxx Xxxxx
Chairman & CEO
Uncommon Media Group, Inc
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, XX XXX
00000
COMMUNICATIONS & INVESTOR RELATIONS AGREEMENT
---------------------------------------------
Dear Sir:
The following is a resume of our discussion and confirms our mutual agreement
regarding services mentioned below.
1. The undersigned, RENMARK FINANCIAL COMMUNICATIONS INC. (herein after called
"RENMARK") agrees to render to UNCOMMON MEDIA GROUP, INC. (herein after called
"UMDA") the communications and investor relations services detailed in the
appendix attached.
This agreement is for a 12-month period starting April 1st, 2001. UMDA shall
have the right to terminate this agreement with a 30 days notice after a period
of six months by giving Renmark notice in writing to this effect. In this case,
UMDA will owe to Renmark a one-month payment as mentioned below.
Renmark shall have the right to terminate this agreement anytime giving to UMDA
a 30 days written notification, stating that Renmark will no longer render the
services offered.
2. In consideration for services to be rendered, UMDA agrees:
2.1 to pay to Renmark a monthly fee of $ 7,500 USD, the first payment
being due and payable on April 1st, 2001 and subsequently, each payment
being due and payable every month, at the same date, for the period
covered by this agreement.
2.2 At the signing of this agreement, to issue and deliver to the order
of Renmark, 150,000, common shares of its capital stock which shares
should be non assessable, clear and free of any charge, mortgage or
endorsement except that the said shares will be restricted from trading
for 12 months as per S.E.C. rule 144.
2.3 Unless this agreement is terminated as previously provided, on
October 1st, 2001, to issue and deliver to the order of Renmark, 50,000
common shares of its capital stock which shares should be non
assessable, clear and free of any charge, mortgage or endorsement and
freely tradable at their issuance.
2.4 Unless this agreement is terminated as previously provided, on
March 1st, 2002, to issue and deliver to the order of Renmark, 25,000
common shares of its capital stock which shares should be non
assessable, clear and free of any charge, mortgage or endorsement and
freely tradable at their issuance
3. UMDA also agrees to reimburse to Renmark all the expenses incurred by Renmark
during the exercise of its mandate. All expenses will have to be pre-approved by
an authorized officer of UMDA before to be incurred.
4. All the applicable taxes, among others GST and QST, will be added to the
amount mentioned above.
5. This agreement shall be governed by the laws of the Province of Quebec and
the laws of Canada applicable therein.
If all the terms and conditions herein mentioned are acceptable to you, would
you please sign the copy attached and return it to us at you earliest
convenience.
Yours truly,
Xxxxx Xxxxxx
President
The undersigned, Xxxxxxxx Xxxxx, Chairman & CEO, accepts for and in the name of
Uncommon Media Group, Inc., the terms and conditions of this communications and
investor relations agreement, this 18 day of April 2001.
Xxxxxxxx Xxxxx
Chairman & CEO
MISSIONS
TO ESTABLISH A LIAISON BETWEEN THE COMPANY AND ITS INVESTORS
TO MAKE THE COMPANY MORE VISIBLE IN THE MARKET PLACE
INVESTOR RELATIONS
- Roadshows / investors forums
- Investment community relations
- Shareholder relations
- Media Relations
- Corporate profiles / fact sheets
- News releases
- Newsletters
- Advertising
ADMINISTRATIVE
- Disseminations of corporate information
- Distribution list
- Regular Mailings
- Database management
RESEARCH
- Stock trading information
- Market perceptions
- Industry
WEBSTIE FOLLOW-UP
THE SECURITIES REPRESENTD BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION
STATEMENT AS TO SUCH SECURITIES UNDER SAID ACT, (II) AN OPINION OF COUNSEL
SATISFACTOR TO THE COMPANY, OR NO-ACTION LETTER ISSUED BY THE SECUTITIES AND
EXCHANGE COMMISSION, THAT SUCH REGISTRATION IS NOT REQUIRED, OR (LIII) UNLESS
SOLD PURSUANT TO, AND IN COMPLIANCE WITH THE REQUIREMENTS OF, RULE 144 OF SUCH
ACT.
UNCOMMON MEDIA GROUP, INC.
COMMON STOCK PURCHASE OPTION
Void after 5:00 PM EST Right to Purchase 100,000
July 24, 2001 shares of Common Stock
(subject to adjustment)
No. W-0003
Uncommon Media Group, Inc. (the "Company"), a Florida corporation,
hereby certifies that, for value received, Holder (as herein after defined), is
entitled, subject to the terms set forth herein, to purchase from the Company at
any time or from time to time before 5:00P.M. EST, on July 24, 2004, fully paid
and nonassessable shares of Common Stock, $ .001 par value, of the Company, at
the purchase price per share of $.40 (the "Purchase Price"). The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein.
This Option Certificate is the Common Stock Purchase Option (the
"Option"), evidencing the right to purchase shares of Common Stock of the
Company, issued pursuant to a certain Option Agreement (the "Agreement"), dated
as of July 24, 2001, between the Company, Xxxxxxx Associates, or his assigns
(the "Holder"). This Option evidences a right to purchase an aggregate of
100,000 shares of Common Stock of the Company, subject to adjustment as provided
herein.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
a) The term "Company includes, in addition to the Company itself,
any corporation which shall succeed to or assume the
obligations of the Company hereunder.
b) The term "Common Stock" includes all stock of any class or
classes (however designated) of the Company, authorized on or
after the date hereof, the holders of which shall have the
right, without limitation as to amount, either to all or to a
share of the balance of current dividends and liquidating
dividends after the payment of dividends and distributions on
any shares entitled to preference, and the holders of which
shall ordinarily, in the absence of contingencies, be entitled
to vote for the elections of a majority of directors of the
Company (even though the right so to vote has been suspended
by the happening of such a contingency).
c) The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company pr any other
Person (corporate or otherwise) which the holder of the Option
at any time shall be entitled to receive, or shall have
received, on the exercise of the Option, in lieu of or in
addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to
Section 6 or otherwise.
d) The term "Person" shall have that meaning ascribed in the
Securities Act of 1933, as amended.
e) The term "Shares" means the Common Stock of the Company issued
or issuable upon exercise of the Option
1. Exercise of Option
This Option, or any part hereof, is exercisable at a price of $ .40 per share,
subject to adjustment as hereinafter provided. Upon delivery of notice of
intention to exercise all or any part of this Option, together with payment of
the Purchase Price for the Shares purchased at the Company's principal offices,
the Holder shall be entitled to receive a certificate or certificates for the
Shares so purchased in those denominations set forth in such notice by Holder.
Payment of the Purchase Price shall be made by cash, money order, certified bank
cashier's check or wire transfer. In the event of the exercise of less than all
of the Shares purchasable under this Option, the Company shall, as its expense,
amend this Option so as only to reduce the number of Shares to which it may
thereafter be exercised.
2. Adjustment of Purchase Price and Number of Shares.
2.1 a) In case the Company shall (i) pay a dividend on its Common
Stock in Common Stock, (ii) subdivide its outstanding shares
of Common Stock, or (iii) combine its outstanding shares of
Common Stock into a small number of shares, then, in such an
event, the Purchase Price in effect immediately prior thereto
shall be adjusted proportionately so that the adjusted
Purchase Price will bear the same relations to the Purchase
Price in effect immediately prior to any such event as the
total number of shares of Common Stock outstanding immediately
prior to any such event shall bear to the total number of
shares of Common Stock outstanding immediately after such
event. An adjustment make pursuant to this subdivision (a),
(i) shall become effective retroactively immediately after the
record date in the case of dividend and (ii) shall become
effective immediately after the effective date in the case of
a subdivision or combination. The Purchase Price, as so
adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein.
2.2 Upon each adjustment of the Purchase Price pursuant to
subdivision (a)pf Subsection 2.1, the number of shares of
Common Stock purchasable upon exercise of this Option
Certificate shall be adjusted to the number of shares of
Common Stock, calculated to the nearest one hundredth of a
share, obtained by multiplying the number of shares of Common
Stock, purchasable immediately prior to such adjustment upon
the exercise of this Option Certificate by the Purchase Price
in effect prior to such adjustment and dividing the product so
obtained by the new Purchase Price.
2.3 In case of any capital reorganization of the Company, or of
any reclassification of the Common Stock, this Option
Certificate shall be exercisable after such capital
reorganization or reclassification upon the terms and
conditions specified in this Option Certificate, for the
number of shares of stock or other securities which the Common
Stock issuable (at the time of such capital reorganization or
reclassification) upon exercise of this Option Certificate
would have been entitled to receive upon such capital
reorganization or reclassification if such exercise had taken
place immediately prior to such action. The subdivision or
combination of shares of Common Stock at any time outstanding
into a greater or lesser number of shares of Common Stock
shall not be deemed to be a reclassification of the Common
Stock of the Company for the purposes of this Subsection 2.3.
2.4 The form of this Option Certificate need not be changed
because of any change in the Purchase Price pursuant to this
Section 2 and any Option Certificate issued after such change
may state the same Purchase Price and the same number of
shares of Common Stock as are stated in this Option
Certificate as initially issued.
3. Adjustment for Reorganization, Consolidation, Merger, Etc
3.1 Merger, Etc. In case at any time or from time to time after
the date of this Option, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other
Person, or (c) transfer all or substantially all of its
properties or assets to any other Person under any plan or
arrangement contemplating the dissolution of the Company
within 24 months from the date of such transfer (any such
transaction being hereinafter sometimes referred to as a
"Reorganization") then, in each such case the Holder, upon the
exercise hereof as provided in Section1 at any time after the
consummation or effective date of such Reorganization (the
"Effective Date") shall receive, in lieu of the Shares
issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property
(including cash) to which such Holder would have been entitled
upon such consummation or in connection with such dissolution,
as the case may be, if such holder had so exercised this
Option immediately prior thereto (all subject to further
adjustment thereafter as provided in Section 2, provided that
the Company will not be the surviving entity (the "Acquiring
Company") has agreed prior to such Reorganization in a writing
satisfactory in form and substance to the Holder that this
Option shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other
securities and property receivable on exercise after the
consummation of such Reorganization, and shall be binding upon
the issuer of any such stock or other securities (including,
in the case of any transfer of properties or assets referred
to above, the Person acquiring all or substantially all of the
properties or assets of the Company).
3.2 Continuation of Terms. This Option shall continue in full
force and effect and the terms hereof shall be applicable to
the shares of stock and other securities and property
receivable on the exercise of this Option after the
consummation of such reorganization, consolidation or merger
or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the
issuer of any stock or other securities, including, in the
case of any such transfer, the Person acquiring all or
substantially all of the properties or assets of the Company,
whether or not such Person shall have expressly assumed the
terms of this Option as provided in Section 3.1
4. Replacement of Options
On receipt of evidence reasonable satisfactory to the Company of the loss,
theft, destruction or mutilation of any Option and, in the case of any such
loss, theft or destruction of any Option, on delivery of an indemnity agreement
or security reasonable satisfactory in form and amount to the Company or, in the
case of any such mutilation, on surrender and cancellation of such Option, the
Company at its expense will execute and deliver, in lieu thereof, a new Option
of like tenor.
5. Negotiability, Assignment, etc.
This Option may not be transferred without the written consent of the Company.
6. Notice, etc.
All notices and other communications from the Company to the Holder shall be
mailed by first class registered or certified mail, postage prepaid, at such
address as may have been furnished to the Company in writing by Holder or, until
any such holder furnishes to the Company an address, then to, and at the address
of, the Holder of this Option who has so furnished an address to the Company.
6. Miscellaneous
This Option and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver discharge or termination is sought. This Option is being
delivered in the State of New York and shall be construed and enforced in
accordance with governed by its laws. The headings in this Option are for
purposes of reference only, and shall not limit or other wise affect any of the
terms hereof. This Option is being executed as an instrument under seal. All
nouns and pronouns used herein shall be deemed to refer to the masculine,
feminine or neuter, s the identity of the person or persons to whom reference is
made herein may require.
13. Expiration
The right to exercise this Option shall expire at 5:00 PM EST, on July 24, 2004
Dated: Uncommon Media Group
By: Xxxxxxxx Xxxxx
President
