EXHIBIT 10.4
WARRANT AGREEMENT
This WARRANT AGREEMENT (this "Agreement") is made and entered into as
of May 27, 2004 (the "Issuance Date"), by and between Bikini Team International,
Inc., a Utah corporation (the "Company") and _______ (the "Holder").
The Company and the Holder hereby agree as follows:
SECTION 1. ISSUANCE OF THE WARRANT; TRANSFERABILITY AND FORM OF THE WARRANT.
A. THE WARRANT. The Company hereby grants to the Holder a
warrant attached hereto as Annex A (the "Warrant") to purchase up to an
aggregate of _______ shares of the Common Stock, $0.01 par value, of
the Company (the "Common Stock"), at an exercise price of $0.20 per
share. The shares of fully paid, duly authorized and non-assessable
Common Stock issuable upon exercise of the Warrant are referred herein
as the "Warrant Shares."
B. TRANSFER RESTRICTIONS. Holder agrees not to sell, transfer
or otherwise dispose of the Warrant or Warrant Shares, unless a
registration statement under the Securities Act of 1933, as amended
(the "Securities Act"), is in effect with regard thereto or unless such
sale, transfer or other disposition is made pursuant to a transaction
exempt from such registration and registration or qualification under
applicable state securities laws.
C. TRANSFER - GENERAL. Subject to the terms hereof, the
Warrant shall be transferable only on the books of the Company
maintained at its principal office upon delivery thereof duly endorsed
by the Holder or by its duly authorized attorney or representative, or
accompanied by proper evidence of succession, assignment or authority
to transfer. In all cases of transfer, the original power of attorney,
duly approved, or a copy thereof, duly certified, shall be deposited
and remain with the Company. In case of transfer by executors,
administrators, guardians or other legal representatives, duly
authenticated evidence of their authority shall be produced, and may be
required to be deposited and to remain with the Company in its
discretion. Upon any registration of transfer, the person to whom such
transfer is made shall receive a new Warrant or Warrants as to the
portion of the Warrant transferred, and the Holder shall be entitled to
receive a new Warrant or Warrants from the Company as to the portion
thereof retained (each of which new Warrants shall evidence the right
to purchase one (1) Warrant Share or an integral multiple of one (1)
Warrant Share). The designated transferee or transferees will be
recorded in the register maintained by the Company as the Holder(s) of
the new Warrant(s).
D. FORM OF THE WARRANT. The form of the Warrant and of the
election to purchase Warrant Shares (the "Subscription Form") shall be
substantially as set forth respectively in Annex A and Annex B attached
hereto. The Warrant and any replacement Warrant shall be executed on
behalf of the Company by its Chairman of the Board, its Chief Executive
Officer, President or one of its Vice Presidents. The Warrant shall be
dated as of the date of execution thereof by the Company either upon
initial issuance or upon transfer.
SECTION 2. TERM OF THE WARRANT; EXERCISE OF THE WARRANT; RESTRICTIONS ON
EXERCISE; EXERCISE PRICE, ETC.
A. TERM OF THE WARRANT. Subject to the terms of this
Agreement, Holder shall have the right, which right may be exercised in
whole or in part, from time to time, beginning on the earlier of the
six month anniversary of the Issuance Date or the date that a
registration statement registering the Warrant Shares filed with the
SEC has become effective, and ending on February 28, 2009 (the
"Expiration Date"), to purchase from the Company Warrant Shares. If the
last day for the exercise of the Warrant is not a day (a "Business
Day") other than a Saturday, Sunday or other day on which commercial
banks in New York, New York are authorized or required by law to close,
then the Warrant may be exercised on the next succeeding Business Day.
Notwithstanding the foregoing, in no event shall Holder be entitled to
exercise any portion of the Warrant to the extent that, after such
exercise, the sum of (1) the number of shares of Common Stock
beneficially owned by the Holder, and (2) the number of shares of
Common Stock issuable upon the full or partial exercise of the Warrant
with respect to which the determination of this sentence is being made,
would result in beneficial ownership by Holder of more than 4.99% of
the outstanding shares of Common Stock (after taking into account the
shares to be issued to Holder upon such exercise). For purposes of the
immediately preceding sentence, beneficial ownership shall be
determined in accordance with Section 13(d) of the Securities Exchange
Act of 1934, as amended (the "1934 Act") "), and Rule 13d-3 promulgated
thereunder. The Holder further agrees that if the Holder transfers or
assigns any of the Warrant to any affiliate of such Holder, such
transfer or assignment shall be made subject to the transferee's or
assignee's specific agreement to be bound by the provisions of this
Section.
B. VESTING OF THE WARRANT. The Warrant herein shall be vested
in full upon issuance.
C. EXERCISE OF THE WARRANT. The Warrant may be exercised upon
surrender to the Company, at its principal office, of the Warrant,
together with the Subscription Form completed and signed, and upon
payment to the Company of the Exercise Price (as defined in and
determined in accordance with the provisions of Sections 2(e), (f) and
6 hereof) for the number of Warrant Shares in respect of which such
Warrant is then being exercised (such surrender of Warrant, delivery of
the Subscription Form and payment of the Exercise Price hereinafter
called the "Exercise of the Warrant"). Upon partial exercise, a new
Warrant for the unexercised Warrant Shares shall be delivered by the
Company to Holder within five (5) Business Days. Subject to Section
2(f), payment of the Exercise Price shall be by delivery of cash, or a
certified or official bank check in the amount of such Exercise Price.
Subject to Section 3 hereof, upon such surrender of a Warrant and
payment of the Exercise Price as aforesaid, the Company shall issue and
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cause to be delivered within five (5) Business Days to Holder or, upon
the written order of the Holder, in such name or names as Holder may
designate, a certificate or certificates for the number of Warrant
Shares so purchased upon the exercise of such Warrant, together with
cash, as provided in Section 6(d) hereof in lieu of any fractional
Warrant Shares otherwise issuable upon such surrender. Such certificate
or certificates shall be deemed to have been issued and any person so
designated to be named therein shall be deemed to have become a holder
of record of such Warrant Shares as of the date of the Exercise of the
Warrant.
D. COMPLIANCE WITH GOVERNMENT REGULATIONS. Holder acknowledges
that neither the Warrant nor the Warrant Shares have been qualified or
registered under the Securities Act or any state securities laws, and
therefore may be sold or disposed of in the absence of such
registration or qualification only pursuant to an exemption from such
registration or qualification and in accordance with this Agreement.
The Warrant and the Warrant Shares will bear a legend to the following
effect:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR WITH THE SECURITIES COMMISSION OF ANY STATE UNDER ANY
APPLICABLE STATE SECURITIES OR BLUE SKY LAWS. SUCH SECURITIES MAY NOT
BE SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THOSE SECURITIES LAWS.
E. EXERCISE PRICE. The price per share at which the Warrant
Shares shall be purchasable upon exercise of the Warrant shall be $0.20
per share of Common Stock, subject to adjustment as provided in Section
6 hereof (the "Exercise Price").
F. CASHLESS/NET EXERCISE. At any time after June 30, 2005, and
so long as the Warrant Shares are not on the date of exercise
registered on a then-effective registration statement, in lieu of
exercising the Warrant or any portion thereof for cash, the Holder
shall have the right to convert the Warrant, or any portion thereof,
into Warrant Shares by executing and delivering to the Company, at its
principal executive office, a duly executed Subscription Form,
specifying the number of Warrant Shares as to which the Warrant is
being exercised, and accompanied by the surrender of the Warrant. The
number of Warrant Shares to be issued shall be computed using the
following formula:
X = [Y o (A-B)]/A
Where:
X = the number of Warrant Shares to be issued to such Holder
Y = the total number of Warrant Shares then issuable upon exercise of
the Warrant in full
A = the Fair Value (as defined below) of one Warrant Share
B = the Exercise Price (as adjusted) on the date of conversion
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SECTION 3. PAYMENT OF TAXES. The Company will pay all documentary stamp taxes,
if any, attributable to the issuance of the initial Warrant delivered pursuant
to this Agreement and Warrant Shares upon the exercise of Warrant. The Company
shall not be required to pay any income tax or taxes resulting from the issuance
of the Warrant or any other tax or taxes other than as set forth above which may
be payable in respect of any transfer involved in the issue or delivery of the
Warrant or certificates for Warrant Shares.
SECTION 4. MUTILATED OR MISSING WARRANT. In case any Warrant shall be mutilated,
lost, stolen or destroyed, the Company shall issue and deliver in exchange and
substitution for and upon cancellation of the mutilated Warrant, or in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new Warrant of
like tenor and representing an equivalent right or interest; but only upon
receipt of evidence reasonably satisfactory to the Company of such loss, theft
or destruction of such Warrant and an agreement to indemnify the Company, also
reasonably satisfactory to the Company.
SECTION 5. RESERVATION OF WARRANT SHARES.
A. RESERVATION OF WARRANT SHARES. There have been reserved,
and the Company shall at all times reserve, out of its authorized and
unissued shares of Common Stock, that number of shares of Common Stock
sufficient at all times to provide for the full exercise of the
Warrant. The transfer agent for the Common Stock and every subsequent
transfer agent ("Transfer Agent") for any shares of the Company's
capital stock issuable upon the exercise of the Warrant will be and are
hereby irrevocably authorized and directed at all times until 5:00 p.m.
Pacific Time on the Expiration Date to reserve such number of
authorized shares as shall be requisite for such purpose. The Company
will keep a copy of this Agreement on file with the Transfer Agent for
any shares of the Company's capital stock issuable upon the exercise of
the Warrant. The Company covenants that the issuance, sale and delivery
of the Warrant in accordance with this Agreement, and the issuance,
sale and delivery of the Warrant Shares upon exercise of the Warrant
have been duly authorized by all necessary corporate action on the part
of the Company. Sufficient authorized but unissued shares of Common
Stock have been reserved by all necessary corporate action in
connection with the prospective exercise of the Warrant. The Company
covenants that all Warrant Shares which may be issued upon exercise of
Warrant will, upon payment in accordance with this Agreement be duly
authorized, validly issued, fully paid, nonassessable, and free of and
from all preemptive or stock purchase rights, taxes, liens, charges,
pledges, mortgages, security interests, and other encumbrances or
claims of any kind with respect thereto except as created by such
Holder. The Company will supply the Transfer Agent with duly executed
stock certificates for such purpose and will provide or otherwise make
available any cash which may be payable as provided in Section 6(d) of
this Agreement. The Company will furnish to such Transfer Agent a copy
of all notices of adjustments, and certificates related thereto,
transmitted to each Holder. Any Warrant surrendered in the exercise of
the rights thereby evidenced shall be, subject to the issuance of
replacement Warrant for the Warrant Shares not exercised at such time
pursuant to Section 2(c), canceled by the Company.
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B. CANCELLATION OF WARRANT. In the event the Company shall
purchase or otherwise acquire any Warrant, the same shall be canceled
and retired.
SECTION 6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The number
and kind of securities purchasable upon the exercise of the Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of certain events, as hereinafter discussed.
A. MECHANICAL ADJUSTMENTS. The number of Warrant Shares
purchasable upon the exercise of the Warrant and the Exercise Price
shall be subject to adjustment as follows:
i. SUBDIVISION OR COMBINATION OF SHARES. In case the
Company shall at any time subdivide (including, without limitation
through a stock split or stock dividend) its outstanding shares of
Common Stock into a greater number of shares, the Exercise Price
in effect immediately prior to such subdivision shall be
proportionally reduced and the number of Warrant Shares
purchasable hereunder shall be proportionately increased. In case
the outstanding shares of the Common Stock of the Company shall be
combined (including, without limitation through a reverse stock
split) into a smaller number of shares, the Exercise Price in
effect immediately prior to such combination shall be
proportionately increased and the number of Warrant Shares
purchasable hereunder shall be proportionately decreased.
ii. REORGANIZATION, MERGER, ETC. In case of any
capital reorganization, reclassification or similar transaction
involving the capital stock of the Company (other than as provided
in Section 6(a)(ii)), any consolidation, merger or business
combination of the Company with another corporation, or the sale,
conveyance or similar transaction of all or substantially all of
its assets to another corporation, shall be effected in such a way
that holders of the Common Stock shall be entitled to receive
stock, securities, or assets (including cash) with respect to or
in exchange for shares of the Common Stock, then, prior to and as
a condition of such reorganization, reclassification,
consolidation, merger, business combination, sale, conveyance or
similar transaction, lawful and adequate provision shall be made
whereby the Holder shall thereafter have the right to receive upon
exercise of the Warrant and in lieu of the Warrant Shares, such
shares of stock, securities or assets (including cash) as may be
issued or payable with respect to or in exchange for a number of
outstanding shares of Common Stock equal to the number of shares
of Common Stock immediately theretofore purchasable upon the
exercise of the Warrant had such reorganization, reclassification,
consolidation, merger, business combination, sale, conveyance or
similar transaction not taken place. In any such case, appropriate
provision shall be made with respect to the rights and interests
of the Holder to the end that the provisions hereof (including,
without limitation, provisions for adjustment of the Exercise
Price and of the number of Warrant Shares purchasable upon the
exercise of the Warrant) shall thereafter be applicable, as nearly
as possible in relation to any stock, securities or assets
thereafter deliverable upon the exercise of the Warrant.
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iii. RECORD DATE. The record date for the holders of
Common Stock for the purpose of entitling them (a) to receive a
dividend or other distribution payable in shares of Common Stock
or Common Stock Equivalents, or (b) to subscribe for purchase or
otherwise receive any shares of Common Stock or Common Stock
Equivalents shall be the date determined by the Board as the
record date for such purposes or, if none is established by the
Board, then the record date shall be the date immediately prior to
such action.
iv. ADJUSTMENT NOTICES TO HOLDER. Whenever the number
of Warrant Shares purchasable upon the exercise of the Warrant or
the Exercise Price of such Warrant Shares is adjusted, as herein
provided, the Company shall, within ten (10) business days
following the event which triggered such adjustment, mail by first
class, postage prepaid, to Holder notice of such adjustment or
adjustments and shall deliver to Holder a copy of a certificate
(an "Adjustment Certificate") of either the Board of Directors of
the Company or of a firm of independent public accountants
selected by the Board of Directors of the Company (who may be the
regular accountants employed by the Company) setting forth the
number of Warrant Shares purchasable upon the exercise of the
Warrant and the Exercise Price of such Warrant Shares after such
adjustment, setting forth a brief statement of the facts requiring
such adjustment and setting forth the computation by which such
adjustment was made.
v. EXERCISE PRICE DEFINED. As used in this Agreement
and the Warrant, the term "Exercise Price" shall mean the purchase
price per share specified in this Agreement and the Warrant until
the occurrence of an event specified in this Section 6 and
thereafter shall mean said price, as adjusted from time to time,
in accordance with the provisions of this Section 6.
vi. FAIR VALUE DEFINED. Fair Value as of a particular
date shall mean the closing price for the day before the day in
question. The closing price shall be the last reported sale price
on the day in question or, in case no such reported sale takes
place on such day, on the most recent reported sale prior to such
day in question, in each case on the principal national securities
exchange on which the Common Stock is listed or admitted to
trading or, if not listed or admitted to trading on any national
securities exchange, the last trade price as reported by the
National Association of Securities Dealers Automated Quotation
System, (the "NASDAQ"), Over the Counter or Bulletin Board market,
or the "pink sheets," whichever is applicable. If such quotations
are unavailable, or with respect to other appropriate security,
property, assets, business or entity, "Fair Value" shall mean the
fair value of such item as determined by mutual agreement reached
by the Company and the Holder of Common Stock issuable under the
Warrant or, in the event the parties are unable to agree, an
opinion of an independent nationally recognized investment
banking, accounting or appraisal firm or firms retained by the
Company, at the Company's expense, to determine such Fair Value.
vii. ADJUSTMENTS: ADDITIONAL SHARES, SECURITIES OR
ASSETS. In the event that at any time, as a result of an
adjustment made pursuant to this Section 6, the Holder shall, upon
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Exercise of the Warrant, become entitled to receive shares and/or
other securities or assets (other than Common Stock) then,
wherever appropriate, all references herein to shares of Common
Stock shall be deemed to refer to and include such shares and/or
other securities or assets; and thereafter the number of such
shares and/or other securities or assets.
viii. COMPUTATION OF ADJUSTMENT. If any adjustment to
the number of shares of Common Stock issuable upon the exercise of
each Warrant or any adjustment to the Exercise Price is required
pursuant to Section 6 hereof, the number of shares of Common Stock
issuable upon exercise of each Warrant or the Exercise Price shall
be rounded up to the nearest 1/100th cent or 1/100th Share, as
appropriate.
6.2 NOTICE OF CONSOLIDATION OR MERGER. If the Company shall at any time
consolidate or merge into any other corporation or transfer all or substantially
all of its assets, then the Company shall deliver written notice to the Holder
of such merger, consolidation or sale of assets at least twenty (20) days prior
to the closing of such merger, consolidation or sale of assets and the Warrant
shall terminate and expire immediately prior to the closing of such merger,
consolidation or sale of assets.
6.3 STATEMENT ON THE WARRANT. Irrespective of any adjustments in the
Exercise Price or the number or kind of shares purchasable upon the exercise of
the Warrant, the Warrant theretofore or thereafter issued may continue to
express the same price and number and kind of shares as are stated in the
Warrant initially issuable pursuant to this Agreement; provided, however, that
the Warrant shall be exercisable on the terms set forth in the latest Adjustment
Certificate delivered pursuant to Section 6(a)(iv) hereof.
SECTION 7. REGISTRATION RIGHTS. So long as the Warrant Shares are not then
registered or otherwise freely tradeable by the Holder, each time that the
Company shall propose the registration under the Securities Act of any shares of
Common Stock of the Company on any registration statement form other than Form
S-8 or S-4, notice of such proposed registration stating the total number of
shares proposed to be the subject of such registration shall be given to the
record owners of the Warrants. The Company will automatically include in any
registration statement filed with the Commission with regard to such proposed
registration the number of Registrable Securities requested to be included
therein by the Holder. For purposes hereof, the term "Registrable Securities"
means the shares of Common Stock issuable upon exercise of the Warrants, as well
as any other shares of Common Stock then beneficially owned by the Holder, to
the extent such shares cannot be resold without limitation by the holders
thereof without registration under the Securities Act.
SECTION 8. NO RIGHTS AS STOCKHOLDER; NOTICES TO HOLDER. Nothing contained in
this Agreement or in the Warrant shall be construed as conferring upon the
Holder or its permitted transferees the right to vote or to receive dividends or
to consent to or receive notice as a stockholder in respect of any meeting of
stockholders for the election of directors of the Company or any other matter,
or any rights whatsoever as a stockholder of the Company; provided that this
provision shall not limit the required notice as set forth in Section 6 hereof.
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SECTION 9. INSPECTION OF WARRANT AGREEMENT. The Company shall keep copies of
this Agreement and any and all notices given or received hereunder available for
inspection by the Holder during normal business hours at its principal office.
SECTION 10. IDENTITY OF TRANSFER AGENT. Forthwith upon the appointment of any
subsequent transfer agent for the Common Stock or any other shares of the
Company's capital stock issuable upon the exercise of the Warrant the Company
will notify the Holder of the name and address of such subsequent transfer
agent.
SECTION 11. NOTICES. Any notices, requests and demands by the Holder to the
Company pursuant to this Agreement to be effective shall be in writing
(including by facsimile), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or three (3)
days after being deposited in the mail, postage prepaid, or, in the case of a
facsimile notice, when received, or, in the case of delivery by a nationally
recognized overnight courier, when received, addressed to the Company at:
Bikini Team International, Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: President
Tel: (000) 000-0000
Fax: (000) 000-0000
Any notices, requests and demands by the Company to the Holder pursuant to this
Agreement to be effective shall be in writing (including by facsimile), and,
unless otherwise expressly provided herein, shall be deemed to have been duly
given or made when delivered by hand, or three (3) days after being deposited in
the mail, postage prepaid, or, in the case of a facsimile notice, when received,
or, in the case of delivery by a nationally recognized overnight courier, when
received, addressed to the Holder at their addresses on the signature page
hereto. Each party hereto may from time to time change the address to which
notices to it are to be delivered or mailed hereunder by notice in writing to
the other party.
SECTION 12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without giving effect to
principles of conflict of laws thereof. The parties hereto agree to submit to
the jurisdiction of the courts of the State of California in any action or
proceeding arising out of or relating to this Agreement. Venue for any such
actions shall be in the state or federal courts of Los Angeles, California,
sitting in Santa Xxxxxx. In the event of litigation, the prevailing party shall
be entitled to reasonable attorneys' fees and costs.
SECTION 13. SUPPLEMENTS AND AMENDMENTS. The Company and the Holder may from time
to time supplement or amend this Agreement in order to cure any ambiguity or to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and the
Holder may deem necessary or desirable and which shall not be inconsistent with
the provisions of the Warrant and which shall not adversely affect the interests
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of the Holder. Any such supplement or amendment shall be effective only if
signed by the Company and the Holder.
SECTION 14. SUCCESSORS. All the covenants and provisions of this Agreement by or
for the benefit of the Company shall bind and inure to the benefit of the
permitted successors and assigns of the parties hereto.
SECTION 15. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement shall be
construed to confer upon any person other than the Company and the Holder (and
their respective successors and assigns) any legal or equitable right, remedy or
claim under this Agreement and this Agreement shall be for the sole and
exclusive benefit of the Company and the Holder, and their respective permitted
assignees.
SECTION 16. CAPTIONS. The captions of the Sections of this Agreement have been
inserted for convenience only and shall have no substantive effect.
SECTION 17. COUNTERPARTS. This Agreement may be executed in any number of
counterparts each of which when so executed shall be deemed to be an original;
but such counterparts together shall constitute but one and the same instrument.
SECTION 18. LIMITATION OF LIABILITY. No provision hereof, in the absence of
affirmative action by any Holder to purchase shares of Common Stock, and no
enumeration herein of the rights or privileges of any Holder of a Warrant, shall
give rise to any liability of such Holder for the purchase price of any Common
Stock or as a shareholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company.
SECTION 19. WAIVER AND COURSE OF DEALING. No course of dealing or any delay or
failure to exercise any right hereunder on the part of any party thereto shall
operate as a waiver of such right or otherwise prejudice the rights, powers or
remedies of such party.
SECTION 20. THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE
CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND
WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF
THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE
KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO
WAIVE TRIAL BY JURY AND THAT ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO
THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS SHALL INSTEAD BE TRIED IN
A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed as of the day, month and year first above written.
HOLDER: THE COMPANY:
__________ BIKINI TEAM INTERNATIONAL, INC.,
a Utah corporation
By:____________________________ By:____________________________
Name: _________________________ Name: _________________________
Title: ________________________ Title: ______________________
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ANNEX B
SUBSCRIPTION FORM
[INSERT DATE]
BIKINI TEAM INTERNATIONAL, INC.
Attn: President
Ladies and Gentlemen:
[ ] The undersigned hereby elects to exercise the warrant issued to it
by BIKINI TEAM INTERNATIONAL, INC. (the "Company") pursuant to the Warrant
Agreement, between the Company and The Morpheus Trust dated 10/1/03, dated May
__, 2004, (the "Warrant Agreement") and to purchase thereunder ___________
(________) shares of Common Stock of the Company (the "Shares") at a purchase
price of _______________ Dollars ($_______) per share or an aggregate purchase
price of _______________ Dollars ($_______) (the "Purchase Price").
[ ] The undersigned hereby elects under the provision set forth in
Section 2(f) of the Warrant Agreement to make a net exercise of the Warrant as
to __________ shares.
Pursuant to the terms of the Warrant Agreement the undersigned has
delivered the aggregate Purchase Price herewith in full in cash or by certified
check or wire transfer, if applicable.
The certificate(s) or other instruments for such shares shall be issued
in the name of the undersigned or as otherwise indicated below.
Signature: _______________________
[NAME FOR REGISTRATION]
[MAILING ADDRESS]
Very truly yours,
By: ______________________
Name: ____________________
Title: ___________________
