EXHIBIT 10.2
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "33 ACT"). THEY MAY NOT BE
SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 33 ACT, OR PURSUANT TO
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER THE 33 ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
BSP Onelink, Inc.
WARRANT TO PURCHASE COMMON SHARES
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This is to certify that, For Value Received, Cornerstone Alliance, LLC, or
its registered assignee ("Holder") is entitled to purchase, subject to the
provisions of this Warrant, from BSP Onelink, Inc, a Delaware corporation
("Onelink"), commencing on September 13, 2002 and continuing until the date
twelve months thereafter, Four Hundred Fifty Thousand (450,000) shares ($0.001
par value) of the Common Stock of Onelink (the "Shares"). The number of Shares
to be received upon the exercise of this Warrant, and the price to be paid per
Share may be adjusted from time to time as hereinafter set forth. The Shares
delivered or deliverable upon such exercise, as adjusted from time to time
pursuant to the terms of this Warrant, are hereinafter sometimes referred to as
"Warrant Stock." The exercise price of a single Shares in effect at any time as
adjusted from time to time is hereinafter sometimes referred to as the "Exercise
Price". The term "Company" as used herein refers to the issuer of the Warrant
Stock subject to this Warrant from time to time, whether that issuer is Onelink
or a successor corporation or business entity.
(a) EXERCISE OF WARRANT. Subject to the provisions hereof, the Holder
is entitled to purchase an aggregate of 450,000 Shares at an exercise price
equal to One Dollar ($1.00) per Share (the "Exercise Price") commencing
September 12, 2002, and continuing for a period of 12 months thereafter
(the Exercise Period") to and including September 12, 2003 (the "
Expiration Date"). Any portion of this Warrant remaining unexercised
following the Expiration Date shall be void and of no further effect. The
Warrant shall be exercisable by presentation and surrender thereof to the
Company with the Form of the Election annexed hereto duly executed and
accompanied by payment of the Exercise Price for the number of Warrant
Shares specified in that form, together with all applicable taxes , if any.
If this Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant to the Company, in proper form for exercise,
together with payment of the Exercise Price, issue Warrant Stock
representing the exercised portion of the Warrant and issue a new Warrant
for the number of shares of Warrant Stock remaining unexercised. Company
may, in its discretion, request that any signature on a Form of Election be
guaranteed.
(b) RESERVATION OF SHARES. The Company hereby agrees that at all
times, there shall be reserved for issuance/ or delivery upon exercise of
this Warrant such number of shares of Warrant Stock as shall be required
upon exercise of this Warrant.
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(c) ASSIGNMENT OR LOSS OF WARRANT. Except as restricted by law, this
Warrant and all rights hereunder are transferable by the Holder in person
or by duly authorized attorney on the books of the Company upon surrender
of this Warrant, with the Form of Assignment annexed hereto duly executed,
to the Company or at the office of its Stock transfer agent, if any,
accompanied by payment of all transfer taxes, if any, payable in connection
herewith: whereupon the Company shall, without charge, execute and deliver
an new Warrant in the name of the assignee named in such instrument or
assignment and this Warrant shall promptly be canceled. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and reasonably satisfactory indemnification, and
upon surrender and cancellation of this Warrant, if mutilated, the Company
will execute and deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered shall be the legal, valid and binding
obligation of the Company. Company may, in its discretion, request that any
signature on a Form of Assignment or other instrument delivered to Company
be guaranteed.
(d) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the
Warrant and are not enforceable against the Company except to the extent
set forth herein.
(e) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding and unexercised (I) if the Company shall pay any dividend or
make any distribution upon the Warrant Stock, or (ii) if any capital
reorganization of the Company, reclassification of the capital stock of the
Company, consolidation or merger of the Company with or into another
corporation, sale lease or transfer of all or substantially all of the
property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, the Company shall cause to be delivered to the
Holder, a notice containing a brief description of the proposed action and
stating the date on which a record is to be taken for the purpose of ;such
action is to take place and the date, if any is to be fixed, as of which
the holders of Warrant Stock of record shall be entitled to exchange their
Warrant Stock for securities or other property deliverable upon such
action.
(f) CHANGE OF WARRANT STOCK; ADJUSTMENT OF EXERCISE PRICE AND NUMBER
OF SHARES UPON RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, recapitalization (including without limitation by means
of a stock split, reverse stock split or stock dividend), capital
reorganization or other change of Warrant Stock or in case of any
consolidation or merger of the Company with or into another corporation
(other than a merger in which the Company is the continuing corporation and
which does not result in any reclassification, capital reorganization or
other change of outstanding shares of Warrant Stock of the class issuable
upon exercise of this Warrant) or in the case of any sale or conveyance to
another corporation of the property of the Company as an entirety or
substantially as an entirety, the Company shall cause effective provision
to be made so that the Holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock
and other securities and property that would have been received by such
Holder if ;he had owned the number of shares of Warrant Stock purchasable
upon exercise of this Warrant at the time of such action. Any such
provision shall include provision for adjustments provided for in this
Warrant.
(g) TRANSFER TO COMPLY WITH THE 1933 ACT.
1. This Warrant or the Warrant Stock or any other security
issued or issuable upon the exercise of this Warrant, unless
registered, may not be sold, transferred or otherwise
disposed of except to a person who , in the opinion of
counsel for the Company, is a person to whom this Warrant or
such Warrant stock may legally be transferred without
registration and without the delivery of a current
prospectus under the 1933 Act with respect thereto and then
only against receipt of any agreement of such person to
comply with the provisions of ;this Section (g) with respect
to any resale or other disposition of such securities.
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2. The Company may cause the following legend to be set forth
on each certificate representing Warrant Stock or any other
security issued or issuable upon exercise of this Warrant
not therefore registered for distribution to the public,
unless counsel for the Company is of the opinion as to any
such legend is unnecessary:
The securities represented by this certificate may
not be offered for resale, or otherwise transferred
except pursuant to an effective registration
statement made under the Securities Act of 1933
(the"Act"), or pursuant to an exemption from
registration under the 1933 Act the availability of
which is to be established to the satisfaction of the
Company.
(i) APPLICABLE LAW. This Warrant shall be governed by the laws of
Delaware
(j) EFFECTIVE DATE. This Warrant shall be effective as of September12,
2002.
BSP Onelink, Inc.
By:
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, President
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ATTEST:
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Secretary
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FORM OF ELECTION
BSP Onelink, Inc.
(To be executed by the Registered Holder if he desires to exercise Warrants
evidenced by the within Warrant Certificate)
BSP Onelink, Inc.
The undersigned hereby elects to exercise this Warrant, evidenced by the within
Warrant Certificate for , and to purchase thereunder _________________ Shares
issuable upon exercise of said Warrant and delivery of $______________ and any
applicable taxes.
The undersigned requests that the certificates for such shares be issued in the
following name or names:
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SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER ___________________________________
Dated: ___________________________ Holder Name__________________________
Holder Signature ____________________
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LIMITED FORM OF ASSIGNMENT
(To be executed by the Registered Holder if he desires to assign Warrants
evidenced by the within Warrant Certificate)
FOR VALUE RECEIVED,______________________________ hereby sells, assigns and
transfers unto _______________________________________ , (#)
_____________________ Warrants, evidenced by the within Warrant Certificate, and
does hereby irrevocable constitute and appoint ______________________ Attorney
to transfer the said Warrant evidenced by the within Warrant Certificate on the
books of the Company, with full power of substitution.
Dated __________________
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Signature
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(Please print name)
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