EXHIBIT 10.12
STOCK WARRANT AGREEMENT
THIS AGREEMENT is made the 25th day of June, 1999.
BETWEEN:
IRC, THE INVESTOR RELATIONS GROUP LIMITED.
Xxxxx 0000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
XXXXXX
(the "Optionee")
AND: ENDLESS YOUTH PRODUCTS INC.
Xxxxx 000-0000 Xxxx Xxxxxxxxx Xxxx.
Xxx Xxxxx, Xxxxxx
XXX 00000
(the "Company")
This letter confirms our understanding of today's date whereas the Company
grants the optionee the following warrants on 200,834 shares of Endless Youth
Products Inc. of Xxxxx 000-0000 Xxxx Xxxxxxxxx Xxxx., Xxx Xxxxx, Xxxxxx, XXX
00000. All warrants will be issued in the form of the Company warrant
agreement as provided in attachment A.
A performance based warrant package, 200,834 warrants released in five
tranches as follows:
1. 53,334 @ US$0.75--upon signing and;
2. 22,500 @ US$1.00--within thirty days signing
3. 25,000 @ US$1.25--based on a US$1.50 stock price on or before
July 30, 1999. (NOTE 1)
4. 25,000 @ US$1.25--based on a US$1.75 stock price on or before
Aug. 30, 1999. (NOTE 2)
5. 37,500 @ US$1.75--based on a US$2.25 stock price on or before
Sept. 30, 1999. (NOTE 3)
6. 37,500 @ US$1.75--based on a US$2.50 stock price on or before
Oct. 30, 1999. (NOTE 4)
NOTE 1: The bid price (US$1.50) must be maintained for a period of (30)
thirty days before the release of the Endless Youth stock warrants.
NOTE 2: The bid price (US$1.75) must be maintained for a period of (30)
thirty days before the release of the Endless Youth stock warrants.
NOTE 3: The bid price (US$2.25) must be maintained for a period of (30)
thirty days before the release of the Endless Youth stock warrants.
NOTE 4: The bid price (US$2.50) must be maintained for a period of (30)
thirty days before the release of the Endless Youth stock warrants.
IN WITNESS WHEREOF the parties hereto have hereunto executed these
presents as of the day and year first above written.
ENDLESS YOUTH PRODUCTS INC. ("the Company")
Xxxxx 000-0000 Xxxx Xxxxxxxxx Xxxx.
Xxx Xxxxx, Xxxxxx
XXX 00000
Per: /s/ Xxxx X. Xxxxxxx
IRC, THE INVESTOR RELATIONS COMPANY LIMITED.
("the Optionee")
Suite 0000-000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX X0X 0X0
XXXXXX
Per: /s/ ILLEGIBLE
ATTACHMENT A
THIS WARRANT AND THE SHARES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR THE SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION IN
RELIANCE UPON EXEMPTIONS PROVIDED UNDER THE SECURITIES ACT AND EXEMPTIONS
FROM REGISTRATION AVAILABLE UNDER THE APPLICABLE SECURITIES LAWS OF ANY
FOREIGN JURISDICTION. ACCORDINGLY, THIS WARRANT MAY NOT BE SOLD,
TRANSFERRED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
ENDLESS YOUTH PRODUCTS, INC.
WARRANT TO PURCHASE COMMON STOCK
DATED _______________
Endless Youth Products, Inc., a Nevada corporation (the "COMPANY"),
certifies that, for valuable consideration, receipt of which is hereby
acknowledged, the Holder is entitled to purchase from the Company that number
of shares of the Company's Common Stock set forth in Section 1(h) hereof (the
"SHARES") at the purchase price set forth in Section 1(e) hereof.
This Warrant and the Common Stock issuable upon exercise hereof are
subject to the terms and conditions hereinafter set forth:
1. DEFINITIONS. As used in this Warrant, the following terms shall mean:
(a) "COMMON STOCK" - Common Stock, par value $0.001 of the Company.
(b) "COMPANY" - Endless Youth Products, Inc., a Nevada corporation.
(c) "EFFECTIVE DATE" - _______________.
(d) "HOLDER" - _________________.
(e) "PURCHASE PRICE" - $________ per share.
(f) "SUBSCRIPTION FORM" - The form attached to this Warrant as
Exhibit "A."
(g) "WARRANT" - This Warrant and any warrants delivered in
substitution or exchange therefor as provided herein.
(h) "SHARES" - up to ____________ Shares.
(i) "EXPIRATION DATE" - ________________.
2. EXERCISE.
(a) TIME OF EXERCISE. This Warrant may be exercised in whole or
in part (but not as to a fractional shares) at the office of the Company, at
any time or from time to time, commencing on the Effective Date, provided,
however, that this Warrant shall expire and be null and void if not exercised
in the manner herein provided, by 5:00 p.m., Las Vegas, Nevada time, on the
Expiration Date.
(b) MANNER OF EXERCISE. This Warrant is exercisable at the
Purchase Price, payable in cash or by certified check, payable to the order
of the Company, subject to adjustment as provided in Section 3 hereof. Upon
surrender of this Warrant with the annexed Subscription form duly executed,
together with payment of the Purchase Price for the Shares purchased (and any
applicable transfer taxes) at the Company's principal executive offices, the
Holder shall be entitled to receive a certificate or certificates for the
Shares so purchased.
(c) DELIVERY OF STOCK CERTIFICATES. As soon as practicable, but
not exceeding 30 days, after complete or partial exercise of this Warrant,
the Company, at its expense, shall cause to be issued in the name of the
Holder (or upon payment by the Holder of any applicable transfer taxes, the
Holder's assigns) a certificate or certificates for the number of fully paid
and non-assessable Shares to which the Holder shall be entitled upon such
exercise, together with such other stock or securities or property or
combination thereof to which the Holder shall be entitled upon such exercise,
determined in accordance with Section 3 hereof.
(d) RECORD DATE OF TRANSFER OF SHARES. Irrespective of the date
of issuance and delivery of certificates for any stock or securities issuable
upon the exercise of this Warrant, each person (including a corporation or
partnership) in whose name any such certificate is to be issued shall for all
purposes be deemed to have become the holder of record of the stock or other
securities represented thereby immediately prior to the close of business on
the date on which (i) a duly executed Subscription Form containing notice of
exercise of this Warrant, (ii) payment of the Purchase Price and (iii) the
opinion or certificate required by Section 4(a)(iii) of this Warrant is
received by the Company.
3. ADJUSTMENTS. After each adjustment of the Purchase Price pursuant
to this Section 3, the number of shares of Common Stock purchasable on the
exercise of the Warrant shall be the number derived by dividing such adjusted
pertinent Purchase Price into the original pertinent Purchase Price. The
pertinent Purchase Price shall be subject to adjustment as follows:
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(a) In the event, prior to the expiration of the warrant by
exercise or by its terms, the Company shall issue any shares of its Common
Stock as a share dividend or shall subdivide the number of outstanding shares
of Common Stock into a greater number of shares, then, in either of such
events, the Purchase Price per share of Common Stock purchasable pursuant to
the warrant in effect at the time of such action shall be reduced
proportionately and the number of shares purchasable pursuant to the Warrant
shall be increased proportionately. Conversely, in the event the Company
shall reduce the number of shares of its outstanding Common Stock by
combining such shares into a smaller number of shares, then, in such event,
the Purchase Price per share purchasable pursuant to the Warrant in effect at
the time of such action shall be increased proportionately and the number of
shares of Common Stock at that time purchasable pursuant to the Warrant shall
be decreased proportionately. Any dividend paid or distributed on the Common
Stock in shares of any other class of the Company or securities convertible
in to shares of Common Stock shall be treated as a dividend paid in Common
Stock to the extent that shares of Common Stock are issuable on the
conversion thereof.
(b) In the event the Company, at any time while the Warrant shall
remain unexpired and unexercised, shall sell all or substantially all of its
property, or dissolves, liquidates or winds up its affairs, prompt,
proportionate, equitable, lawful and adequate provision shall be made as part
of the terms of any such sale, dissolution, liquidation or winding up such
that the holder of a Warrant may thereafter receive, on exercise thereof, in
lieu of each share of Common Stock of the Company which he would have been
entitled to receive, the same kind and amount of any share, securities, or
assets as may be issuable, distributable or payable on any such sale,
dissolution, liquidation or winding up with respect to each share of Common
Stock of the Company; provided, however, that in the event of any such sale,
dissolution, liquidation or winding up, the right to exercise this Warrant
shall terminate on a date fixed by the Company, such date to be not earlier
than 5:00 p.m., Las Vegas, Nevada time, on the 30th day next succeeding the
date on which notice of such termination of the right to exercise the Warrant
has been given by mail to the holders thereof at such addresses as may appear
on the books of the Company.
(c) Notwithstanding the provisions of this Section 3, no
adjustment of the Purchase Price shall be made whereby such Price is adjusted
in an amount less than $.0001 or until the aggregate of such adjustments
shall equal or exceed $.0001.
(d) In the event, prior to the expiration of the Warrant by
exercise or by its terms, the Company shall determine to take a record of the
holders of its Common Stock for the purpose of determining shareholders
entitled to receive any share dividend or other right which will cause any
change or adjustment in the number, amount, price or nature of the shares of
Common Stock or other securities or assets deliverable on exercise of the
Warrant pursuant to the foregoing provisions, the Company shall give to the
Registered Holder of the Warrant at the address as may appear on the books of
the Company at least 15 days' prior written notice to the effect that it
intends to take such a record. Such notice shall specify the date as of
which such record is to be taken; the purpose for which such record is to be
taken; and the number, amount, price and nature of the Common Shares or other
shares, securities or assets which will be deliverable on exercise of the
Warrant after the action for which such record will be taken has been
completed. Without limiting the obligation of
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the Company to provide notice to the Registered Holder of the Warrant of any
corporate action hereunder, the failure of the Company to give notice shall
not invalidate such corporate action of the Company.
(e) Before taking any action which would cause an adjustment
reducing the Purchase Price below the then par value of the shares of Common
Stock issuable upon exercise of the Warrant, the Company will take any
corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable shares of such Common Stock at such adjusted Purchase Price.
(f) Upon any adjustment of the Purchase Price required to be made
pursuant to this Section 3, the Company within 30 days thereafter shall cause
to be mailed to each of the Registered Holder of the Warrant written notice
of such adjustment setting forth the pertinent Purchase Price after such
adjustment and setting forth in reasonable detail the method of calculation
and the facts upon which such calculation is based.
(g) The Company's Board of Directors may, at their sole
discretion, reduce the Purchase Price of the Warrant in effect at any time
either for the life of the Warrant or any shorter period of time determined
by the Company's Board of Directors. The Company shall promptly notify the
Registered Holders of any such reductions in the Purchase Price.
4. RESTRICTION ON TRANSFER.
(a) The Holder, by its acceptance hereof, represents, warrants,
covenants and agrees that:
(i) the Holder has knowledge of the business and affairs of
the Company;
(ii) this Warrant and the Shares issuable upon the exercise of
this Warrant are being acquired for investment and not with a view to the
distribution hereof and that absent an effective registration statement
under the Securities Act of 1933, as amended (the "SECURITIES ACT"),
covering the disposition of this Warrant or the Shares issued or issuable
upon exercise of this Warrant, they will not be sold, transferred,
assigned, hypothecated or otherwise disposed of without first providing
the Company with an opinion of counsel which may be counsel for the
Company) or other evidence, reasonably acceptable to the Company, to the
effect that such sale, transfer, assignment, hypothecation or other
disposal will be exempt from the registration and prospectus delivery
requirements of the Securities Act and the registration or qualification
requirements of any applicable state or foreign securities laws; and
(iii) the Holder consents to the making of a notation in the
Company's records or giving to any transfer agent of the Warrant or the
Shares an order to implement such restrictions on transferability
described in subparagraph (ii) above.
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(b) This Warrant (and any successor or replacement warrant) shall
bear the legend shown on the front page hereof and the Shares issuable upon
the exercise of this Warrant shall bear the following legend or a legend of
similar import, provided, however, that such legend shall be removed, or not
placed upon the Warrant or the certificate or other instrument representing
the Shares, as the case may be, if such legend is no longer necessary to
assure compliance with the Securities Act:
THESE SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
FOREIGN JURISDICTION IN RELIANCE UPON AN EXEMPTION UNDER THE SECURITIES ACT
AND EXEMPTIONS FROM REGISTRATION AVAILABLE UNDER THE APPLICABLE SECURITIES
LAWS OF ANY STATE OR FOREIGN JURISDICTION. ACCORDINGLY, SUCH SHARES MAY BE
OFFERED AND SOLD ONLY IF REGISTERED AND QUALIFIED PURSUANT TO RELEVANT
PROVISIONS OF FEDERAL, STATE AND FOREIGN SECURITIES LAWS OR IF AN EXEMPTION
FROM SUCH REGISTRATION OR QUALIFICATION IS APPLICABLE.
5. PAYMENT OF TAXES. All Shares issued upon the exercise of this
Warrant shall be validly issued, fully paid and non-assessable and the
Company shall pay all taxes and other governmental charges (other than income
tax) that may be imposed in respect of the issue or delivery thereof. The
Company shall not be required however, to pay any tax or other charge imposed
in connection with any transfer involved in the issue of any certificate for
Shares in any name other than that of the Holder surrendered in connection
with the purchase of such Shares, and in such case the Company shall not be
required to issue or deliver any stock certificate until such tax or other
charge has been paid or it has been established to the Company's satisfaction
that no tax or other charge is due.
6. RESERVATION OF COMMON STOCK. The Company shall at all times
reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of issuance upon the exercise of this
Warrant, such number of shares of Common Stock as shall be issuable upon the
exercise hereof. The Company covenants and agrees that, upon exercise of
this Warrant and payment of the Purchase Price thereof, all Shares of Common
Stock issuable upon such exercise shall be duly and validly issued, fully
paid and non-assessable.
7. NOTICES. Nothing contained in this Warrant shall be construed as
conferring upon the Holder hereof the right to vote or to consent or to
receive notice as a shareholder in respect of any meetings of shareholders
for the election of directors or any other matter or as having any rights
whatsoever as a shareholder of the Company. All notices, requests, consents
and other communication hereunder shall be in writing and shall be deemed to
have been duly made when delivered or mailed by registered or certified mail,
postage prepaid, return receipt requested:
(a) If to the Holder, to the address of such Holder as shown on the books
of the Company; or
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(b) If to the Company, to its principal executive officers.
8. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the ownership of and the loss, theft,
destruction or mutilation of this Warrant and (in case of loss, theft or
destruction) upon delivery of an indemnity agreement in an amount reasonably
satisfactory to the Company, or (in the case of mutilation) upon surrender
and cancellation of the mutilated Warrant, the Company will execute and
deliver in lieu thereof, a new Warrant of like tenor.
9. SUCCESSORS. All the covenants, agreements, representations and
warranties contained in this Warrant shall bind the parties hereto and their
respective heirs, executors, administrators, distributees, successors and
assigns.
10. CHANGE; WAIVER. Neither this Warrant nor any term hereof may be
changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
11. HEADINGS. The section headings in this Warrant are inserted for
purposes of convenience only and shall have no substantive effect.
12. LAW GOVERNING. This Warrant shall for all purposes be construed
and enforced in accordance with, and governed by, the internal laws of the
State of Nevada, without giving effect to principles of conflict of laws.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer and this Warrant to be dated as of the date first
written above.
ENDLESS YOUTH PRODUCTS, INC.
By: ___________________________________
Xxxx X. Xxxxxxx, President
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SUBSCRIPTION FORM
(To be Executed by the Registered Holder
if it Desires to Exercise the Warrant)
To Endless Youth Products, Inc.:
The undersigned hereby irrevocably elects to exercise the right to
purchase _____________ of the Shares covered by this warrant according to the
conditions hereof and herewith makes payment of the Purchase Price in full.
The undersigned requests that certificates for such shares be issued in
the name of:
_____________________________
PLEASE INSERT SOCIAL SECURITY
NUMBER OR TAX ID NUMBER
_______________________________________
(Please print name and address)
_______________________________________
_______________________________________
Dated:_____________ Signature:______________
NOTICE: The above signature must correspond with the name as written within
the Warrant in every particular, without alteration or enlargement
or any change whatsoever and if the certificate representing the
shares is to be registered in a name other than that in which the
Warrant is registered, the signature of the holder hereof must be
guaranteed.
Signature Guaranteed:_______________________
SIGNATURE MUST BE GUARANTEED BY A COMMERCIAL BANK OR MEMBER FIRM OF
ONE OF THE FOLLOWING STOCK EXCHANGES: NEW YORK STOCK EXCHANGE,
PACIFIC COAST STOCK EXCHANGE, AMERICAN STOCK EXCHANGE, OR MIDWEST
STOCK EXCHANGE.
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