EXHIBIT 10-e
May 21, 2004
RASCALS INTERNATIONAL, INC.
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, The Xxxxxxxxx Family Trust or
registered permitted assigns (the "Holder") is hereby granted the right to
purchase, during the two years commencing on the date of filing of the
Company's Certificate of Amendment which will increase its authorized common
stock to 500,000,000 shares (the "Exercise Period"), up to seventy-five
million (75,000,000) fully paid and non-assessable shares (the "Shares") of
the common stock, $.001 par value, ("Common Stock") of Rascals International,
Inc. (the "Company"). The purchase price for the Shares will be Nine Cents
($.09) per Share.
1. Exercise of Warrant.
A. The purchase rights represented by this Warrant are exercisable
at the option of the Holder hereof, in whole or in part (but not as to
fractional shares of the Common Stock) during the Exercise Period as set
forth above. In the case of the purchase of less than all the shares of
Common Stock purchasable under this Warrant, the Company shall cancel this
Warrant upon the surrender hereof and shall execute and deliver a new Warrant
of like tenor for the balance of the shares of Common Stock purchasable
hereunder.
B. This Warrant may be exercised by surrender of the Warrant with the
annexed Exercise Form duly completed and executed together with the full
Exercise Price (as hereinafter defined) in cash or by check for the number of
shares of Common Stock as to which this Warrant is exercised, at the
Company's principal executive offices.
C. Upon the exercise of this Warrant, the Holder hereof shall be
entitled to receive a certificate or certificates for the number of shares of
Common Stock purchased upon such exercise and a new Warrant or Warrants
representing any unexercised portion of this Warrant. Each person in whose
name any certificates for Common Stock are issued shall, for all purposes, be
deemed to have become the holder of record of such Common Stock at the close
of business on the date of exercise of this Warrant, irrespective of the date
of delivery of such certificate, except that if the transfer books of the
Company are closed on such date, such person shall be deemed to have become
the holder of record of such Common Stock at the close of business on the
next succeeding date on which the transfer books are open. Nothing in this
Warrant shall be construed as conferring upon the holder hereof any rights as
a shareholder of the Company.
2. Anti-Dilution Provisions.
A. Stock Splits, Etc. If there is any stock dividend, stock split, or
combination of shares of Common Stock of the Company, the number and amount
of shares then subject to this Warrant shall be proportionately and
appropriately adjusted. No change shall be made in the aggregate purchase
price to be paid for all shares subject to this Warrant, but the aggregate
purchase price shall be allocated among all shares subject to this Warrant
after giving effect to the adjustment.
B. Capital Events. If there is any other change in the Common Stock of
the Company, including recapitalization, reorganization, sale or exchange of
assets, exchange of shares, offering of subscription rights, or a merger or
consolidation in which the Company is the surviving corporation, an
adjustment, if any, shall be made in the shares then subject to this Warrant
as the Board of Directors may deem equitable. Failure of the Board of
Directors to provide for an adjustment pursuant to this subparagraph prior to
the effective date of any Company action referred to herein shall be
conclusive evidence that no adjustment is required in consequence of such
action.
3. Piggy-Back Registration Rights. If during the Exercise Period the
Company proposes to file with the Securities and Exchange Commission a
Registration Statement relating to an offering for its own account or the
account of others under the Securities Act of any of its securities (other
than a Registration Statement on Form S-4 or Form S-8 (or their equivalents
at such time) relating to securities to be issued solely in connection with
any acquisition of any entity or business or equity securities issuable in
connection with stock option or other employee benefit plans) the Company
shall promptly send to each Holder written notice of the Company's intention
to file a Registration Statement and of such Holder's rights under this
Section 3, and, if within twenty (20) days after receipt of such notice, such
Holder shall so request in writing, the Company shall include in such
Registration Statement all or any part of the Common Stock which the Holder
has purchased or may purchase on exercise of this Warrant (the "Registrable
Securities").
4. Notices to Warrant Holders.
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 matters or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration
of the Warrant and prior to its exercise, any of the following events shall
occur:
(a) The Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution; or
(b) The Company shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible
into or exchangeable for shares of capital stock of the Company, or any
option, right or option to subscribe therefor; or
(c) A merger or consolidation of the Company in which the Company is
not the surviving Company or the adoption of a plan of liquidation or a sale
of all or substantially all of its assets shall be proposed;
then, in any one or more of said events, the Company shall give written
notice to all holders of such event at least fifteen (15) days prior to the
date fixed as a record date or the date of closing the transfer books for the
determination of the shareholders entitled to such dividend, distribution,
convertible or exchangeable securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing the transfer
books, as the case may be. Failure to give such notice or any defect therein
shall not affect the validity of any action taken in connection with the
declaration or payment of any such dividend, or the issuance of any
convertible or exchangeable securities, or subscription rights, options or
options, or any proposed dissolution, liquidation, winding up or sale.
WITNESS the signature of the duly authorized Chief Executive Officer of
the Company.
RASCALS INTERNATIONAL, INC.
By____________________________
Xxxxxxx Xxxxxxxxx
Chief Executive Officer
EXERCISE FORM
(To be Executed by the Registered Holder
in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right to
purchase ____________ shares of Common Stock covered by this Warrant
according to the conditions hereof. The undersigned herewith makes payment
of the Purchase Price of such shares in full.
The undersigned further agrees that, unless a registration statement
including the shares shall be on file with the Securities and Exchange
Commission and be effective, the shares of Common Stock covered by this
Warrant, upon exercise hereof, shall be subject to and bear the following
legend, and does hereby make the representation set forth in such legend:
"The shares represented by this certificate have
not been registered under the Securities Act of 1933,
as amended (the "Act"). These shares have been
acquired for investment and not with a view to
distribution or resale, and may not be offered, sold,
pledged, transferred or otherwise disposed of, except
pursuant to (i) an effective registration statement
under the Act, or (ii) an opinion of counsel, if such
opinion shall be reasonably satisfactory to the
Company, that registration is not required under the Act."
______________________________
Signature
Dated:________________________
_____________________________
Address
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