EXHIBIT 4.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "AGREEMENT") is made and entered into as
of August 29, 2001, by and between NetCurrents Information Services, Inc., a
Delaware corporation (the "COMPANY") and Xxxx Xxxxxxxx, an individual
("XXXXXXXX").
WITNESSETH THAT:
WHEREAS, the Company desires to engage Xxxxxxxx as a consultant for
advice regarding the Company's business prospects and growth initiatives; and
WHEREAS, Xxxxxxxx is willing to provide such services to the Company
for a fee; and
WHEREAS, the parties hereto desire to enter into this Agreement upon
the terms and conditions hereinafter set forth; and
WHEREAS, the persons signing below are duly authorized to do so on
behalf of Company and this Agreement is binding upon the Company and Xxxxxxxx.
NOW, THEREFORE, in consideration of the premises and the agreements and
other consideration contained herein, the sufficiency of which is hereby
expressly acknowledged, the parties hereby agree as follows:
1. SERVICES. Xxxxxxxx agrees to provide certain consulting services as
relates to the Company's management, marketing, strategic planning, corporate
organization and structure, business prospects, financial matters in connection
with the operation of the business of the Company, strategic partnerships,
acquisitions and related operational and growth initiatives, and shall advise
the Company regarding its overall progress, needs and condition, as requested by
the Chief Executive Officer or President of the Company from time to time.
Xxxxxxxx agrees to provide on a timely basis the following enumerated services
plus any additional services contemplated thereby:
a) Advise the Company relative to the implementation of
short-range and long-term strategic planning to fully develop
and enhance the Company's assets, resources, products, and
services;
b) Advise the Company relative to the implementation of a
domestic marketing program to enable the Company to broaden
the markets for its services and promote the image of the
Company and its products and services;
c) Advise the Company relative to recruitment and employment of
key executives consistent with the expansion of operations of
the Company; and
d) Advise the Company relative to the identification, evaluation,
structuring, negotiation and closing of joint ventures,
strategic alliances, business acquisitions and advise with
regard to the ongoing managing and operating of such
acquisitions upon consummation thereof.
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2. CONSULTING FEES. The Company hereby engages Xxxxxxxx as its
consultant and shall be responsible for, and shall pay in consideration for,
such services a warrant to purchase 6,000,000 shares of common stock, par value
$.001 per share, of the Company pursuant to the terms and conditions set forth
in that certain Warrant Agreement attached hereto as EXHIBIT 1.
3. TERM. The Term of this Agreement shall commence on the date hereof
and continue for a term of three (3) years.
4. NON-EXCLUSIVE. The consultative and advisory services to be rendered
hereunder by Xxxxxxxx shall be on a non-exclusive basis. Xxxxxxxx may render to
the Company similar and/or dissimilar services that they may obtain from any
other person, firm or corporation.
5. COSTS AND EXPENSES. The Company shall reimburse Xxxxxxxx for the
cost of all reasonable and necessary out of pocket expenses incurred by Xxxxxxxx
in performing his services hereunder within ten (10) days after billing thereof.
Fees and expenses in excess of $2,000 shall not be incurred prior to the
Company's written approval.
6. REPRESENTATIONS OF XXXXXXXX. This Agreement is made with Xxxxxxxx in
reliance upon Xxxxxxxx'x representation to the Company, which by Xxxxxxxx'x
execution of this Agreement, Xxxxxxxx hereby confirms, that the Warrant to be
received by Xxxxxxxx will be acquired for investment for Xxxxxxxx'x own account,
and not with a view to the resale or distribution of any part thereof, and that
Xxxxxxxx has no present intention of selling, or otherwise distributing the
same. Xxxxxxxx has been advised that (i) it is unlikely that there will be a
market for the Warrant for a substantial period of time following the execution
of this Agreement, or ever, and (ii) in any event, it may not be possible to
readily liquidate this investment. Xxxxxxxx is an "accredited investor" as such
term is defined in Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended. Xxxxxxxx has a pre-existing personal or business
relationship with the Company or one or more of its officers, directors,
managers or control persons; or by reason of Xxxxxxxx'x business or financial
experience or the business or financial experience of Xxxxxxxx'x professional
advisors who are not affiliated with and who are not compensated by the Company
or any affiliate or selling agent of the Company, directly or indirectly,
Xxxxxxxx is capable of evaluating the risks and merits of an investment in the
Company and of protecting Xxxxxxxx'x own interests in connection with the
purchase of the Warrant.
7. INDEMNIFICATION. The Company will indemnify and hold harmless,
Xxxxxxxx, his employees, agents, and counsel (each an "Indemnified Person") from
and against any and all losses, claims, damages, liabilities, and expenses,
joint or several or both (including all fees of counsel and expenses in
connection with the preparations for or defense of any claim, action or
proceeding), caused by or arising out of an Indemnified Person's action pursuant
to this Agreement, except such losses, claims, damages, liabilities or expenses
as are found in a final judgment of a court of competent jurisdiction to have
resulted from an Indemnified Person's willful misconduct or gross negligence. No
Indemnified Person shall have any liability to the Company as a result of such
claims, damages, or expenses, except for those which a final judgment of a court
of competent jurisdiction determines were incurred as a result of such
Indemnified Person's willful misconduct or gross misconduct. The Company will
promptly
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notify an Indemnified Person of the assertion against it or any other person of
a claim or the commencement of any action or proceeding relating to transactions
contemplated by this Agreement. The provisions contained herein relating to
indemnification will survive any termination of this Agreement.
8. NO PARTNERSHIP/NO AGENCY. Neither party to this Agreement is the
agent, partner, employee or joint venturer of or with the other. Neither party
shall act as any of the above for or on behalf of the other, nor in any manner
assume or create any financial or other obligation on behalf of the other.
9. SEVERABLITY. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.
10. NOTICES. All notices required or given under or in connection with
this Agreement shall be given in writing by addressing the same at the following
addresses:
If to Company: NetCurrents Information Services, Inc.
0000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Chief Executive Officer
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
If to Xxxx X. Xxxxxxxx: Xxxx X. Xxxxxxxx
000 Xxxxxxxx Xxx., Xxxxx 0000
Xxxxx, Xxxxxxx 00000
(000) 000-0000 (telephone)
(000) 000-0000 (facsimile)
or at such other addresses which one party from time to time may give the other
by written notice and by the mailing of the same by registered or certified mail
(return receipt requested), so addressed, postage prepaid, or by delivery of
same, toll prepaid, to a telegraph or cable company, or by delivery of the same
personally.
11. ATTORNEYS' FEES. The Company will pay reasonable attorneys' fees of
Xxxxxxxx incurred in connection with the execution of this Agreement for an
amount not to exceed $10,000.
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12. OBLIGATIONS EXPRESSED. This Agreement contains the entire
understanding of the parties and no other representation, promise or agreement,
oral or otherwise, shall be of any force and effect.
13. MISCELLANEOUS PROVISIONS. The instrument sets forth the entire
agreement between the parties hereto and may not be canceled, altered or amended
except by an instrument in writing duly executed by both of the parties hereto.
No waiver of any breach hereof in any one instance shall be deemed to be a
waiver of any term or condition. This Agreement shall be construed and governed
in accordance with the laws of the State of Florida and the parties agree that
proper venue shall be in Miami Dade County, Florida. The parties waive trial by
jury in the event of any dispute. This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on the day and year above written.
NETCURRENTS INFORMATION SERVICES, INC.
By: /S/ XXXXX XXXXX
----------------------------
Xxxxx Xxxxx
Title: Chief Executive Officer
XXXX X. XXXXXXXX
/S/ XXXX X. XXXXXXXX
-------------------------------
Xxxx X. Xxxxxxxx
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EXHIBIT 1
THE WARRANT GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
REQUIRED.
WARRANT AGREEMENT
This WARRANT AGREEMENT is made and entered into as of AUGUST 29, 2001,
by and between NetCurrents Information Services, Inc. and XXXX XXXXXXXX.
SECTION 1 : GRANT OF WARRANT
1.1 WARRANT. On the terms and conditions set forth in the Notice of
Warrant Grant and this Agreement, the Company grants to the Holder the option to
purchase at the Exercise Price the number of Shares set forth in the Notice of
Warrant Grant.
1.2 DEFINED TERMS. Capitalized terms are defined at the end or within
the text of this Agreement.
SECTION 2 : RIGHT TO EXERCISE
2.1 EXERCISABILITY. Subject to the other conditions set forth in this
Agreement, all or part of this warrant may be exercised prior to its expiration
at the time or times set forth in the Notice of Warrant Grant.
SECTION 3 : NO TRANSFER OR ASSIGNMENT OF WARRANT
Holder may not assign, sell or transfer the warrant, in whole or in
part.
SECTION 4 : EXERCISE PROCEDURES
4.1 NOTICE OF EXERCISE. The Holder or the Holder's representative may
exercise this warrant by delivering a written notice in the form of Exhibit B
attached hereto ("NOTICE OF EXERCISE") to the Company in the manner specified
pursuant to Section 10.4 hereof. Such notice shall specify the election to
exercise this warrant, the number of Shares for which it is being exercised and
the form of payment, which must comply with Section 5. The notice shall be
signed by the person who is entitled to exercise this warrant on behalf of the
Holder.
4.2 ISSUANCE OF SHARES. After receiving a proper notice of exercise,
the Company shall cause to be issued a certificate or certificates for the
Shares as to which this warrant has been exercised, registered in the Holder.
The Company shall cause such certificate or certificates to be deposited in
escrow or delivered to the Holder upon the order of the Holder.
4.3 WITHHOLDING TAXES. In the event that the Company determines that it
is required to withhold any tax as a result of the exercise of this warrant, the
Holder, as a condition to the
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exercise of this warrant, shall make arrangements satisfactory to the Company to
enable it to satisfy all withholding requirements. The Holder shall also make
arrangements satisfactory to the Company to enable it to satisfy any withholding
requirements that may arise in connection with the vesting or disposition of
Shares purchased by exercising this warrant.
SECTION 5 : PAYMENT FOR STOCK
5.1 GENERAL RULE. The entire Exercise Price of Shares shall be payable
in full by cash or check for an amount equal to the aggregate Exercise Price for
the number of shares being purchased.
5.2 WITHHOLDING PAYMENT. The Exercise Price shall include payment of
the amount of all federal, state, local or other income, excise or employment
taxes subject to withholding (if any) by the Company or any Parent or Subsidiary
corporation as a result of the exercise of a warrant. The Holder may pay all or
a portion of the tax withholding by cash or check payable to the Company, or, at
the discretion of the Company, upon such terms as the Company shall approve, by
(i) cashless exercise or attestation exercise; (ii) Stock-for-Stock exercise;
(iii) by paying all or a portion of the tax withholding for the number of shares
being purchased by withholding shares from any transfer or payment to the Holder
("STOCK WITHHOLDING"); or (iv) a combination of one or more of the foregoing
payment methods. The Fair Market Value of the number of shares subject to Stock
withholding shall not exceed an amount equal to the applicable minimum required
tax withholding rates.
5.3 EXERCISE/PLEDGE. In the discretion of the Company, upon such terms
as the Company shall approve, payment may be made all or in part by the delivery
(on a form prescribed by the Company) of an irrevocable direction to pledge
Shares to a securities broker or lender approved by the Company, as security for
a loan, and to deliver all or part of the loan proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.
SECTION 6 : TERM AND EXPIRATION
This warrant shall expire and shall not be exercisable after the
expiration of the Expiration Date specified in the Notice of Warrant Grant.
SECTION 7 : LEGALITY OF INITIAL ISSUANCE
No Shares shall be issued upon the exercise of this warrant unless and
until the Company has determined that:
7.1 It and the Holder have taken any actions required to register the
Shares under the Securities Act or to perfect an exemption from the registration
requirements thereof;
7.2 Any applicable listing requirement of any stock exchange on which
Stock is listed has been satisfied; and
7.3 Any other applicable provision of state or federal law has been
satisfied.
SECTION 8 : REGISTRATION RIGHTS
The Company will register or qualify the resale of Shares purchased
upon exercise of the Warrant under the Securities Act or any other applicable
law.
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SECTION 9 : RESTRICTIONS ON TRANSFER
9.1 SECURITIES LAW RESTRICTIONS. Regardless of whether the offering and
sale of Shares have been registered under the Securities Act or have been
registered or qualified under the securities laws of any state, the Company at
its discretion may impose restrictions upon the sale, pledge or other transfer
of the Shares (including the placement of appropriate legends on stock
certificates or the imposition of stop-transfer instructions) if, in the
judgment of the Company, such restrictions are necessary or desirable in order
to achieve compliance with the Securities Act, the securities laws of any state
or any other law.
9.2 MARKET STAND-OFF. In the event of an underwritten public offering
by the Company of its equity securities pursuant to an effective registration
statement filed under the Securities Act, the Holder shall not transfer for
value any shares of Stock without the prior written consent of the Company or
its underwriters, for such period of time from and after the effective date of
such registration statement as may be requested by the Company or such
underwriters (the "MARKET STAND-OFF"). Such restriction (the "MARKET STAND-OFF")
shall be in effect for such period of time following the date of the final
prospectus for the offering as may be requested by the Company or such
underwriters. In the event of the declaration of a stock dividend, a spin-off, a
stock split, a recapitalization or a similar transaction affecting the Company's
outstanding securities without receipt of consideration, any new, substituted or
additional securities which are by reason of such transaction distributed with
respect to any Shares subject to the Market Stand-Off, or into which such Shares
thereby become convertible, shall immediately be subject to the Market
Stand-Off. In order to enforce the Market Stand-Off, the Company may impose
stop-transfer instructions with respect to the Shares acquired under this
Agreement until the end of the applicable stand-off period.
9.3 INVESTMENT INTENT AT GRANT. The Holder represents and agrees that
the Shares to be acquired upon exercising this warrant will be acquired for
investment, and not with a view to the sale or distribution thereof.
9.4 INVESTMENT INTENT AT EXERCISE. In the event that the sale of Shares
is not registered under the Securities Act but an exemption is available which
requires an investment representation or other representation, the Holder shall
represent and agree at the time of exercise that the Shares being acquired upon
exercising this warrant are being acquired for investment, and not with a view
to the sale or distribution thereof, and shall make such other representations
as are deemed necessary or appropriate by the Company and its counsel.
9.5 LEGENDS. All certificates evidencing Shares purchased under this
Agreement in an unregistered transaction shall bear the following legend (and
such other restrictive legends as are required or deemed advisable under the
provisions of any applicable law):
"THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR
OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER
SUCH ACT OR AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED."
9.6 REMOVAL OF LEGENDS. If, in the opinion of the Company and its
counsel, any legend placed on a stock certificate representing Shares sold under
this Agreement no longer is
Page 3
required, the holder of such certificate shall be entitled to exchange such
certificate for a certificate representing the same number of Shares but without
such legend.
9.7 ADMINISTRATION. Any determination by the Company and its counsel in
connection with any of the matters set forth in this Section 9 shall be
conclusive and binding on the Holder and all other persons.
SECTION 10 : MISCELLANEOUS PROVISIONS
10.1 RIGHTS AS A SHAREHOLDER. Neither the Holder nor the Holder's
representative shall have any rights as a shareholder with respect to any Shares
subject to this warrant until the Holder or the Holder's representative becomes
entitled to receive such Shares by filing a notice of exercise and paying the
Purchase Price pursuant to Section 4 and Section 5 hereof.
10.2 ADJUSTMENTS. The number and kind of securities issuable upon
exercise of a Warrant hereunder shall be subject to adjustment from time to time
upon the happening of certain events ("ADJUSTMENT EVENT"), as follows:
(a) If the Company shall, at any time prior to the complete
exercise of the Warrant evidenced hereby, declare or pay to the holders
of its outstanding Stock, a dividend payable in any kind of shares of
Stock or other securities of the Company, or in property, or otherwise
than in cash, the Holder when thereafter exercising the Warrant
evidenced hereby as herein provided shall be entitled to receive for
the Exercise Price, in addition to one Share, such additional Share or
Shares or scrip representing fractions of a Share or other securities
or property as the Holder would have received in the form of such
dividend if he had been the holder of record of such Share on the
record date for the determination of the holders of Stock entitled to
receive such dividend.
(b) If the Company shall, while any Warrant evidenced hereby
remain in force, effect a stock split, reverse stock split or other
recapitalization of such character that the Stock for which the Warrant
is exercisable shall be changed into or become exchangeable for a
larger or smaller number of shares of Stock, then thereafter the number
of Shares which the Holder shall be entitled to purchase hereunder
shall be increased or decreased, as the case may be, in direct
proportion to the increase or decrease in the number of outstanding
Shares arising solely by reason of such recapitalization, and the
Exercise Price (per Share) shall in the case of an increase in the
number of Shares be proportionately reduced, and in the case of a
decrease in the number of Shares be proportionately increased, so that
the aggregate exercise price shall remain the same.
(c) In case of any reorganization of the Company (or any other
corporation the stock or other securities of which are at the time
receivable upon exercise of a Warrant) or in case the Company (or any
such other corporation) shall merge into or with or consolidate with
another corporation or convey all or substantially all of its assets to
another corporation or enter into a business combination of any form as
a result of which the Shares or other securities receivable upon
exercise of a Warrant are converted into other stock or securities of
the same or another corporation, then and in each such case, the Holder
of a Warrant, upon exercise of the purchase right at any time after the
consummation of such reorganization, consolidation, merger, conveyance
or combination, shall be entitled to receive, in lieu of the Shares or
other securities to which such Holder would have been entitled had he
exercised the purchase right immediately prior thereto, such stock and
Page 4
securities which such Holder would have owned immediately after such
event with respect to the Shares and other securities for which a
Warrant may have been exercised immediately before such event had the
Holder exercised the Warrant immediately prior to such event.
(d) In case the Company shall at any time prior to the
exercise of a Warrant evidenced hereby make any distribution of its
assets to holders of its Stock by liquidating or partial liquidating
dividend or by way of return of capital, or other than as a dividend
payable out of earnings or any surplus legally available for dividends
under the laws of the state of its incorporation, then the Holder when
thereafter exercising such Warrant as herein provided after the date of
record for the determination of those holders of Stock entitled to such
distribution of assets, shall be entitled to receive for the Exercise
Price, in addition to a Share, the amount of such assets (or at the
option of the Company, a sum equal to the value thereof at the time of
such distribution to holders of Stock as such value is determined by
the Board of Directors of the Company in good faith) which would have
been payable to the Holder had such Holder been the holder of record of
such Share receivable upon exercise of such Warrant on the record date
for the determination of those entitled to such distribution.
In each case of an adjustment in the Shares or other securities
receivable upon the exercise of a Warrant, the Company shall promptly provide
notice to the Holder of such adjustment, setting forth the facts upon which such
adjustment is based.
10.3 NO RETENTION RIGHTS. Nothing in this warrant shall confer upon the
Holder any right to continue in Service for any period of specific duration or
interfere with or otherwise restrict in any way the rights of the Company (or
any Parent or Subsidiary employing or retaining the Holder) or of the Holder,
which rights are hereby expressly reserved by each, to terminate his or her
Service at any time and for any reason, with or without cause.
10.4 NOTICE. Any notice required by the terms of this Agreement shall
be given in writing and shall be deemed effective upon personal delivery or upon
deposit with the United States Postal Service, by registered or certified mail,
with postage and fees prepaid. Notice shall be addressed to the Company at its
principal executive office and to the Holder at the address that he or she most
recently provided to the Company.
10.5 ENTIRE AGREEMENT. The Notice of Warrant Grant and this Agreement
constitute the entire contract between the parties hereto with regard to the
subject matter hereof. They supersede any other agreements, representations or
understandings (whether oral or written and whether express or implied) that
relate to the subject matter hereof.
10.6 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, AS SUCH LAWS ARE
APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.
SECTION 11 : DEFINITIONS
11.1 "AGREEMENT" shall mean this Warrant Agreement.
11.2 "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company, as constituted from time to time or, if a Committee has been appointed,
such Committee.
11.3 "CODE" shall mean the Internal Revenue Code of 1986, as amended.
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11.4 "COMPANY" shall mean NetCurrents Information Services, Inc., a
Delaware corporation.
11.5 "DATE OF GRANT" shall mean the date specified in the Notice of
Warrant Grant.
11.6 "EXERCISE PRICE" shall mean the amount for which one Share may be
purchased from the Company upon exercise of this warrant, as specified in the
Notice of Warrant Grant.
11.7 "FAIR MARKET VALUE" shall mean the fair market value of a Share,
as determined by the Board of Directors in good faith. Such determination shall
be conclusive and binding on all persons.
11.8 "HOLDER" shall mean the entity specified in the Notice of Warrant
Grant.
11.9 "NOTICE OF WARRANT GRANT" shall mean the document so entitled, to
which this Agreement is attached hereto as Exhibit A.
11.10 "PARENT" shall mean any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.
11.11 "PURCHASE PRICE" shall mean the Exercise Price multiplied by the
number of Shares with respect to which this warrant is being exercised.
11.12 "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.
11.13 "SERVICE" shall mean service to the Company as an employee or
consultant.
11.14 "SHARE" shall mean one share of Stock, as adjusted in accordance
with Section 10.2.
11.15 "STOCK" shall mean the Common Stock ($.001 par value).
11.16 "SUBSIDIARY" shall mean any corporation (other than the Company)
in an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first set forth above.
HOLDER: XXXX XXXXXXXX NETCURRENTS INFORMATION SERVICES, INC.
/S/ XXXX XXXXXXXX
------------------------------ By: /S/ XXXXX XXXXX
----------------------------------
Its: CEO
----------------------------------
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EXHIBIT A
NOTICE OF WARRANT GRANT
Name of Holder: XXXX XXXXXXXX
Total Number of Shares Granted: 6,000,000 shares of Common Stock
($0.001 par value) of NetCurrents
Information Services, Inc.
Exercise Price Per Share: 80% of the closing bid price of the
Common Stock on the day the Company
receives the Notice of Exercise
Date of Grant: August 29, 2001
Vesting Schedule: 100% of the Shares underlying the
warrant shall vest and become
exercisable on August 29, 2001
Expiration Date: August 28, 2004
EXHIBIT B
NOTICE OF EXERCISE
(To be signed only upon exercise of the Warrant)
NetCurrents Information Services, Inc.
0000 Xxxxxxxx Xxxxxxxxx, Xxx. 000
Xxxxxxx Xxxxx, XX 00000
The undersigned, the holder of the enclosed Warrant Agreement, hereby
irrevocably elects to exercise the purchase rights represented by the Warrant
and to purchase thereunder ______* shares of Common Stock ($.001 par value) of
NetCurrents Information Services, Inc. (the "COMPANY"), and herewith encloses
payment of $_______ and/or _________ shares of the Company's common stock in
full payment of the purchase price of such shares being purchased.
Dated:
------------------------------
YOUR STOCK MAY BE SUBJECT TO RESTRICTIONS AND FORFEITABLE UNDER THE NOTICE OF
WARRANT GRANT AND WARRANT AGREEMENT
--------------------------------------------------
(Signature must conform in all respects to name of
holder as specified on the face of the Warrant)
--------------------------------------------------
(Please Print Name)
--------------------------------------------------
--------------------------------------------------
(Address
* Insert here the number of shares called for on the face of the
Warrant, or, in the case of a partial exercise, the number of shares being
exercised, in either case without making any adjustment for additional Common
Stock ($.001 par value) of the Company, other securities or property that,
pursuant to the adjustment provisions of the Warrant, may be deliverable upon
exercise.
