EXHIBIT 10.11
VOID AFTER 5:00 P.M., NEW YORK TIME ON OCTOBER ___ , 2010
WARRANT TO PURCHASE 1,166,667 SHARES OF COMMON STOCK
WARRANT TO PURCHASE COMMON STOCK
OF
OXFORD VENTURES, INC.
THIS WARRANT AND THE SECURITIES INTO WHICH IT IS EXERCISABLE (COLLECTIVELY, THE
"SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT
BE OFFERED OR SOLD UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT OR
PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT
AND THE COMPANY WILL BE PROVIDED WITH OPINION OF COUNSEL OR OTHER SUCH
INFORMATION AS IT MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH EXEMPTIONS ARE
AVAILABLE.
FOR VALUE RECEIVED, Oxford Ventures, Inc., a corporation organized under
the laws of Nevada (the "Company"), grants the following rights to Highgate
House Funds, Ltd., a Cayman Islands company and/or its assigns (the "Holder"):
ARTICLE 1. DEFINITIONS
Capitalized terms used and not otherwise defined herein shall have the
meanings given such terms in the Securities Purchase Agreement by and between
the Company and the Holder and entered into on October ___, 2005 (the "Purchase
Agreement"). As used in this Agreement, the following terms shall have the
following meanings:
"Corporate Office" shall mean the office of the Company (or its successor)
at which at any particular time its principal business shall be administered.
"Exercise Date" shall mean any date on which the Holder gives the Company
a Notice of Exercise in compliance with the terms of Exhibit E to the Purchase
Agreement.
"Exercise Price" shall mean the Fixed Price per share of Common Stock,
subject to adjustment as provided herein.
"Expiration Date" shall mean 5:00 p.m. (New York time) on October ____,
2010.
"Fair Market Value" shall have the meaning set forth in Section 2.2(b).
"Fixed Price" shall mean US$0.01.
"Market Value" shall have the meaning set forth in Section 2.2(b).
"SEC" shall mean the United States Securities and Exchange Commission.
"Warrant Shares" shall mean the shares of the Common Stock issuable upon
exercise of this Warrant.
ARTICLE 2. EXERCISE AND AGREEMENTS
2.1 Exercise of Warrant; Sale of Warrant and Warrant Shares. (a) This
Warrant shall entitle the Holder to purchase, at the Exercise Price, 1,166,667
shares of Common Stock. This Warrant shall be exercisable at any time and from
time to time from the date hereof and prior to the Expiration Date (the
"Exercise Period"). This Warrant and the right to purchase Warrant Shares
hereunder shall expire and become void on the Expiration Date.
2.2 Manner of Exercise.
(a) The Holder may exercise this Warrant at any time and from time
to time during the Exercise Period, in whole or in part (but not in
denominations of fewer than 10,000 Warrant Shares, except upon an exercise of
this Warrant with respect to the remaining balance of Warrant Shares purchasable
hereunder at the time of exercise), by delivering to the Escrow Agent pursuant
to the Escrow Agreement incorporated herein by reference (i) a duly executed
Notice of Exercise in substantially the form attached as Appendix I hereto, (ii)
the certificate representing the Warrants and (iii) a bank cashier's or
certified check for the aggregate Exercise Price of the Warrant Shares being
purchased.
(b) The Holder may, at its option, in lieu of paying cash for the
Warrant Shares, exercise this Warrant by an exchange, in whole or in part (a
"Warrant Exchange"), by delivery to the Escrow Agent of (i) a duly executed
Notice of Exercise electing a Warrant Exchange and (ii) the certificate
representing this Warrant. In connection with any Warrant Exchange, the Holder
shall be deemed to have paid for the Warrant Shares an amount equal to the Fair
Market Value of each Warrant delivered, and the Warrants shall be deemed
exercised for the amount so paid. For this purpose, the Fair Market Value of
each Warrant is the difference between the Market Value of a share of Common
Stock and the Exercise Price on the Exercise Date. Market Value shall mean the
average Closing Bid Price of a share of Common Stock during the ten (10) Trading
Days ending on the Exercise Date.
2.3 Termination. All rights of the Holder in this Warrant, to the extent
they have not been exercised, shall terminate on the Expiration Date.
2.4 No Rights Prior to Exercise. This Warrant shall not entitle the
Holder to any voting or other rights as a stockholder of the Company.
2
2.5 Fractional Shares. No fractional shares shall be issuable upon
exercise of this Warrant, and the number of Warrant Shares to be issued shall be
rounded up to the nearest whole number. If, upon exercise of this Warrant, the
Holder hereof would be entitled to receive any fractional share, the Company
shall issue to the Holder one additional share of Common Stock in lieu of such
fractional share.
2.6 Escrow. The Company agrees to enter into the Escrow Agreement and to
deposit with the Escrow Agent thereunder stock certificates registered in the
name of the Holder, each representing a number of shares of Common Stock (in
denominations specified by the Purchaser) equal, in the aggregate, to the total
number of Warrant Shares for which this Warrant is exercisable, assuming
exercise of this Warrant in full on the date hereof. The Company shall deposit
additional certificates for Warrant Shares upon request by the Escrow Agent
pursuant to the Escrow Agreement.
2.7 Adjustments to Exercise Price and Number of Securities.
(a) Subdivision and Combination. In case the Company shall at any
time subdivide or combine the outstanding shares of Common Stock, the Exercise
Price shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
(b) Adjustment in Number of Securities. Upon each adjustment of
the Exercise Price pursuant to the provisions of this Section 2.7, the number of
Warrant Shares issuable upon the exercise of each Warrant shall be adjusted to
the nearest whole number by multiplying a number equal to the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of the Warrants immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.
(c) Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant agreement providing that the Holder of each
Warrant then outstanding or to be outstanding shall have the right thereafter
(until the expiration of such Warrant) to receive, upon exercise of such
Warrant, the kind and amount of shares of stock and other securities and
property (except in the event the property is cash, then the Holder shall have
the right to exercise the Warrant and receive cash in the same manner as other
stockholders) receivable upon such consolidation or merger, by a holder of the
number of shares of Common Stock of the Company for which such warrant might
have been exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental warrant agreement shall provide for adjustments
which shall be identical to the adjustments provided in Section 2.7. The
foregoing provisions of this paragraph (e) shall similarly apply to successive
consolidations or mergers.
(d) No Adjustment of Exercise Price in Certain Cases. No
adjustment of the Exercise Price shall be made upon the issuance of the Warrant
Shares or upon the exercise of any options, rights, or warrants outstanding as
of the date of the Purchase Agreement and disclosed in Section 3.1(c) therein.
3
(e) Dividends and Other Distributions. In the event that the
Company shall at any time prior to the exercise of all Warrants declare a
dividend (other than a dividend consisting solely of shares of Common Stock) or
otherwise distribute to its stockholders any assets, property, rights, evidences
of indebtedness, securities (other than shares of Common Stock), whether issued
by the Company or by another, or any other thing of value, the Holders of the
unexercised Warrants shall thereafter be entitled, in addition to the shares of
Common Stock or other securities and property receivable upon the exercise
thereof, to receive, upon the exercise of such Warrants, the same property,
assets, rights, evidences of indebtedness, securities or any other thing of
value that they would have been entitled to receive at the time of such dividend
or distribution as if the Warrants had been exercised immediately prior to such
dividend or distribution. At the time of any such dividend or distribution, the
Company shall make appropriate reserves to ensure the timely performance of the
provisions of this subsection 2.7 (g). Nothing contained herein shall provide
for the receipt or accrual by a Holder of cash dividends prior to the exercise
by such Holder of the Warrants.
2.8 Registration Rights. The Holder shall have the registration rights
in the Investor Registration Rights Agreement.
ARTICLE 3. MISCELLANEOUS
3.1 Transfer. This Warrant may not be offered, sold, transferred,
pledged, assigned, hypothecated or otherwise disposed of, in whole or in part,
at any time, except in compliance with applicable federal and state securities
laws by the transferor and the transferee (including, without limitation, the
delivery of an investment representation letter and a legal opinion reasonably
satisfactory to the Company).
3.2 Transfer Procedure. Subject to the provisions of Section 3.1, the
Holder may transfer or assign this Warrant by giving the Company notice setting
forth the name, address and taxpayer identification number of the transferee or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company for reissuance to the Transferee and, in the event of a transfer or
assignment of this Warrant in part, the Holder. (Each of the persons or entities
in whose name any such new Warrant shall be issued are herein referred to as a
"Holder").
3.3 Loss, Theft, Destruction or Mutilation. If this Warrant shall become
mutilated or defaced or be destroyed, lost or stolen, the Company shall execute
and deliver a new Warrant in exchange for and upon surrender and cancellation of
such mutilated or defaced Warrant or, in lieu of and in substitution for such
Warrant so destroyed, lost or stolen, upon the Holder filing with the Company an
affidavit that such Warrant has been so mutilated, defaced, destroyed, lost or
stolen. However, the Company shall be entitled, as a condition to the execution
and delivery of such new Warrant, to demand reasonably acceptable indemnity to
it and payment of the expenses and charges incurred in connection with the
delivery of such new Warrant. Any Warrant so surrendered to the Company shall be
canceled.
4
3.4 Notices. All notices and other communications from the Company to
the Holder or vice versa shall be deemed delivered and effective when given
personally, by facsimile transmission with confirmation sheet at such address
and/or facsimile number as may have been furnished to the Company or the Holder,
as the case may be, in writing by the Company or the Holder from time to time.
3.5 Waiver. This Warrant and any term hereof may be changed, waived, or
terminated only by an instrument in writing signed by the party against which
enforcement of such change, waiver, discharge or termination is sought.
3.6 Governing Law. This Warrant shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to its
principles regarding conflicts of law. Any action to enforce the terms of this
Warrant shall be exclusively heard in the county, state and federal Courts of
New York and Country of the United States of America.
3.7 Signature. In the event that any signature on this Warrant is
delivered by facsimile transmission, such signature shall create a valid and
binding obligation of the party executing (or on whose behalf such signature is
executed) the same, with the same force and effect as if such facsimile
signature page were an original thereof.
3.8 Legal Fees. In the event any Person commences a legal action or
proceeding to enforce its rights under this Warrant, the non-prevailing party to
such action or proceeding shall pay all reasonable and necessary costs and
expenses (including reasonable and necessary attorney's fees) incurred in
enforcing such rights.
Dated: October 12, 2005
OXFORD VENTURES, INC.
By: /s/ Xxxxxx Xxxxxxx
--------------------------------------------
Name: Xxxxxx Xxxxxxx
Title: President and Chief Executive Officer
Attest:
----------------------------------------------
Name:
Title:
APPENDIX I
NOTICE OF EXERCISE
1. The undersigned hereby elects (please check the appropriate box and fill
in the blank spaces):
|_| to purchase ______ shares of Common Stock, $.001 par value per
share, of Oxford Ventures, Inc. at $.01per share for a total of
$______ and pursuant to the terms of the attached Warrant, and
tenders herewith payment of the aggregate Exercise Price of such
Warrant Shares in full; or
|_| to purchase _______ shares of Common Stock, $.001 par value per
share, of Oxford Ventures, Inc. pursuant to the cashless exercise
provision under Section 2.2 (b) of the attached Warrant, and tenders
herewith the number of Warrant Shares to purchase such Warrant
Shares based upon the formula set forth in Section 2.2 (b).
2. Please issue a certificate or certificates representing said Warrant
Shares in the name of the undersigned or in such other name as is
specified below:
Dated:_______________________________ By:___________________________________
Name:_________________________________
Title:________________________________
