WARRANT AGREEMENT
GLOBUS INTERNATIONAL RESOURCES CORP., a Nevada corporation (the
"Company"), with a principal office at 0 Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000 and Continental Stock Transfer & Trust Company, 0 Xxxxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 (the "Warrant Agent") agree as follows:
1. Purpose. The Company has agreed to issue to FTP, Inc., a Bahamas
corporation 500,637 and such additional warrants as it may be required to issue
upon conversion of a 10% Convertible Promissory Note held by the FTP, Inc.
("Warrants") each warrant permitting the purchase of one (1) share of the
Company's $.001 par value common stock ("Shares").
2. Warrants. Each Warrant will entitle the registered holder of a
Warrant ("Warrant Holder") to purchase from the Company one (1) Share at $3.625
per Share ("Exercise Price"). A Warrant Holder may exercise all or any number of
Warrants resulting ln the purchase of a whole number of Shares.
3. Exercise Period. The Warrants may be exercised at any time until the
close of business on June 30, 2001 (the "Expiration Date"), providing an
exemption is available for the issuance of the shares upon exercise and/or the
shares underlying the Warrants are registered pursuant to an effective
Registration Statement under the Securities Act of 1933, as amended except as
changed by Section 11 of this Agreement. After the Expiration Date, any
unexercised Warrants will be void and all rights of Warrant Holders shall cease.
4. Certificates. The Warrant Certificates shall be ln registered form
only and shall be substantially in the form set forth in Exhibit A attached to
this Agreement. Warrant Certificates shall be signed by, or shall bear the
facsimile signature of, the President or a Vice President of the Company and the
Secretary or an Assistant Secretary of the Company and shall bear a facsimile of
the Company's corporate seal. If any person, whose facsimile signature has been
placed upon any Warrant Certificate as the signature of an officer of the
Company, shall have ceased to be such officer before such Warrant Certificate is
countersigned, issued and delivered, such Warrant Certificate shall be
countersigned, issued and delivered with the same effect as if such person had
not ceased to be such officer. Any Warrant Certificate may be signed by, or made
to bear the facsimile signature of, any person who at the actual date of the
preparation of such Warrant Certificate shall be a proper officer of the Company
to sign such Warrant Certificate even though such person was not such an officer
upon the date of this Agreement.
5. Countersigning. Warrant Certificates shall be manually countersigned
by the Warrant Agent and shall not be valid for any purpose unless so
countersigned. The Warrant Agent hereby is authorized to countersign and deliver
to, or in accordance with the
instructions of, any Warrant Holder any Warrant Certificate which is properly
issued.
6. Registration of Transfers and Exchanges. The Warrant Agent shall from
time to time register the transfer of any outstanding Warrant Certificate upon
records maintained by the Warrant Agent for such purpose upon surrender of such
Warrant Certificate to the Warrant Agent for transfer, accompanied by
appropriate instruments of transfer in form satisfactory to the Company and the
Warrant Agent and duly executed by the Warrant Holder or a duly authorized
attorney. Upon any such registration of transfer, a new Warrant Certificate
shall be issued ln the name of and to the transferee and the surrendered Warrant
Certificate shall be canceled.
7. Exercise of Warrants.
a. Any one Warrant or any multiple of one Warrant evidenced by any
Warrant Certificate may be exercised upon any single occasion on or
after the Exercise Date, and on or before the Expiration Date. A Warrant
shall be exercised by the Warrant Holder by surrendering to the Warrant
Agent the Warrant Certificate evidencing such Warrant with the exercise
form on the reverse of such Warrant Certificate duly completed and
executed and delivering to the Warrant Agent, by good check or bank
draft payable to the order of the Company, the Exercise Price for each
Share to be purchased.
b. Upon receipt of a Warrant Certificate with the exercise form thereon
duly executed together with payment ln full of the Exercise Price for
the Shares for which Warrants are then being exercised, the Warrant
Agent shall requisition from any transfer agent for the Shares, and upon
receipt shall make delivery of, certificates evidencing the total number
of whole Shares for which Warrants are then being exercised in such
names and denominations as are required for delivery to, or in
accordance with the instructions of, the Warrant Holder. Such
certificates for the Shares shall be deemed to be issued, and the person
to whom such Shares are issued of record shall be deemed to have become
a holder of record of such Shares, as of the date of the surrender of
such Warrant Certificate and payment of the Exercise Price, whichever
shall last occur, provided however, that if, at the date of surrender of
such Warrants and the payment of the Exercise Price, the transfer books
for the Shares or other securities purchasable upon the exercise of such
Warrants shall be deemed closed, the certificates for the Shares in
respect of which such Warrants are then exercised shall be issuable as
of the date on which such books shall next be opened and until such
date, the Company shall be under no duty to deliver any certificates for
such Shares.
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c. If less than all the Warrants evidenced by a Warrant Certificate are
exercised upon a single occasion, a new Warrant Certificate for the
balance of the Warrants not so exercised shall be issued and delivered
to, or in accordance with, transfer instructions properly given by the
Warrant Holder until the Expiration Date.
d. All Warrant Certificates surrendered upon exercise of Warrants shall
be canceled.
e. Upon the exercise, or conversion of any Warrant, the Warrant Agent
shall promptly deposit the payment into an escrow account established by
mutual agreement of the Company and the Warrant Agent at a federally
insured commercial bank. All funds deposited in the escrow account will
be disbursed on a weekly basis to the Company once they have been
determined by the Warrant Agent to be collected funds. Once the funds
are determined to be collected, the Warrant Agent shall cause the share
certificate(s) representing the exercised warrants to be issued.
f. Expenses incurred by the Warrant Agent while acting in the capacity
as Warrant Agent will be paid by the Company. These expenses, including
delivery of exercised share certificates to the shareholder, will be
deducted from the exercise fee submitted prior to distribution of funds
to the Company. A detailed accounting statement relating to the number
of shares exercised, names of registered warrant holders and the net
amount of exercised funds remitted will be given to the Company with the
payment of each exercise amount.
g. At the time of exercise of the Warrants, the transfer fee is to be
paid by the Company.
8. Taxes. The Company will pay all taxes attributable to the initial
issuance of Shares upon exercise of Warrants. The Company shall not, however, be
required to pay any tax which may be payable in respect to any transfer involved
in any issue of Warrant Certificates or in the issue of any certificates of
Shares in the name other than that of the Warrant Holder upon the exercise of
any Warrant.
9. Mutilated or Missing Warrant Certificates. If any Warrant Certificate
is mutilated, lost, stolen or destroyed, the Company and the Warrant Agent may,
on such terms as to indemnity or otherwise as they may in their discretion
impose (which shall, in the case of a mutilated Warrant Certificate, include the
surrender thereof), and upon receipt of evidence satisfactory to the Company and
the Warrant Agent of such mutilation, loss, theft or destruction, issue a
substitute Warrant Certificate of like denomination and tenor as the Warrant
Certificate so mutilated, lost, stolen or destroyed. Applicants for substitute
Warrant
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Certificates shall comply with such other reasonable regulations and pay
any reasonable charges as the Company or the Warrant Agent may prescribe.
10. Reservation of Shares. For the purpose of enabling the Company to
satisfy all obligations to issue Shares upon exercise of Warrants, the Company
will at all times reserve and keep available free from preemptive rights, out of
the aggregate of its authorized but unissued shares, the full number of Shares
which may be issued upon the exercise of Warrants which will, upon issue, be
fully paid and nonassessable and free from all taxes, liens, charges and
security interests with respect to the issue thereof.
11. Governmental Restrictions. If any Shares issuable upon the exercise
of Warrants require registration or approval of any governmental authority, the
Company will endeavor to secure such registration or approval; provided that in
no event shall such Shares be issued, and the Company shall have the authority
to suspend the exercise of all Warrants, until such registration or approval
shall have been obtained; but all Warrants, the exercise of which is requested
during any such suspension, shall be exercisable at the Exercise Price. If any
such period of suspension continues past the Expiration Date, all Warrants, the
exercise of which have been requested on or prior to the Expiration Date, shall
be exercisable upon the removal of such suspension until the close of business
on the business day immediately following the expiration of such suspension.
12. Adjustments. If prior to the exercise of any Warrants the Company
shall have effected one or more stock split-ups, stock dividends or other
increases or reductions of the number of shares of its $.001 par value common
stock outstanding without receiving compensation therefore in money, services or
property, the number of shares of common stock subject to the Warrant granted
shall, (i) if a net increase shall have been effected in the number of
outstanding shares of the Company's common stock, be proportionately increased,
and the cash consideration payable per share shall be proportionately reduced,
and, (ii) if a net reduction shall have been effected in the number of
outstanding shares of the Company's common stock, be proportionately reduced and
the cash consideration payable per share be proportionately increased.
13. Notice to Warrant Holders. Upon any adjustment as described in
Section 12, the Company within 20 days thereafter shall (i) cause to be filed
with the Warrant Agent a certificate signed by a Company officer setting forth
the details of such adjustment, the method of calculation and the facts upon
which such calculation is based, which certificate shall be conclusive evidence
of the correctness of the matters set forth therein, and (ii) cause written
notice of such adjustments to be given to each Warrant Holder as of the record
date applicable to such adjustment.
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Also, if the Company proposes to enter into any reorganization,
reclassification, sale of substantially all of its assets, consolidation,
merger, dissolution, liquidation or winding up, the Company shall give notice of
such fact at least 20 days prior to such action to all Warrant Holders which
notice shall set forth such facts as indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the Exercise
Price and the kind and amount of the shares or other securities and property
deliverable upon exercise of the Warrants. Without limiting the obligation of
the Company hereunder to provide notice to each Warrant Holder, failure of the
Company to give notice shall not invalidate corporate action taken by the
Company.
14. No Fractional Warrants or Shares. The Company shall not be required
to issue fractions of Warrants upon the reissue of Warrants, any adjustments as
described in Section 12 or otherwise; but the Company in lieu of issuing any
such fractional interest, shall round up or down to the nearest full Warrant. If
the total Warrants surrendered by exercise would result in the issuance of a
fractional share, the Company shall not be required to issue a fractional share
but rather the aggregate number of shares issuable will be rounded up or down to
the nearest full share.
15. No Shareholder. No Warrant Holder as such, shall have any rights of
a shareholder of the Company, either at law or equity, and the rights of the
Warrant Holders, as such, are limited to those rights expressly provided in this
Agreement or in the Warrant Certificates. The Company and the Warrant Agent may
treat the registered Warrant Holder in respect of any Warrant Certificate as the
absolute owner thereof for all purposes notwithstanding any notice to the
contrary.
16. Warrant Agent. The Company hereby appoints the Warrant Agent to act
as the agent of the Company and the Warrant Agent hereby accepts such
appointment upon the following terms and conditions by all of which the Company
end every Warrant Holder, by acceptance of his Warrants, shall be bound:
a. Statements contained in this Agreement and in the Warrant
Certificates shall be taken as statements of the Company. The Warrant
Agent assumes no responsibility for the correctness of any of the same
except such as describes the Warrant Agent or for action taken or to be
taken by the Warrant Agent.
b. The Warrant Agent shall not be responsible for any failure of the
Company to comply with any of the Company's covenants contained to this
Agreement or in the Warrant Certificates.
c. The Warrant Agent may consult at any time with counsel satisfactory
to it (who may be counsel for the Company) and the Warrant Agent shall
incur no liability or responsibility to the Company or to any Warrant
Holder in respect of any
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action taken, suffered or omitted by it hereunder in good faith and in
accordance with the opinion or the advice of such counsel, provided the
Warrant Agent shall have exercised reasonable care in the selection and
continued employment of such counsel.
d. The Warrant Agent shall incur no liability or responsibility to the
Company or to any Warrant Holder for any action taken in reliance upon
any notice, resolution, waiver, consent, order, certificate or other
paper, document or instrument believed by it to be genuine and to have
been signed, sent or presented by the proper party or parties.
e. The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the
execution of this Agreement, to reimburse the Warrant Agent for all
expense, taxes and governmental charges and all other charges of any
kind and nature incurred by the Warrant Agent in the execution of this
Agreement and to indemnify the Warrant Agent and save it harmless
against any and all liabilities, including judgments, costs and counsel
fees, for this Agreement except as a result of the Warrant Agent's
negligence or bad faith.
f. The Warrant Agent shall be under no obligation to institute any
action, suit or legal proceeding or to take any other action likely to
involve expense unless the Company or one or more Warrant Holders shall
furnish the Warrant Agent with reasonable security and indemnity for any
costs and expenses which may be incurred in connection with such action,
suit or legal proceeding, but this provision shall not effect the power
of the Warrant Agent to take such action as the Warrant Agent may
consider proper, whether with or without any such security or indemnity.
All rights of action under this Agreement or under any of the Warrants
may be enforced by the Warrant Agent without the possession of any of
the Warrant Certificates or the production thereof at any trial or other
proceeding relative thereto, and any such action, suit or proceeding
instituted by the Warrant Agent shall be brought in its name as Warrant
Agent, and any recovery of judgment shall be for the ratable benefit of
the Warrant Holders as their respective rights or interests may appear.
g. The Warrant Agent and any shareholder, director, officer or employee
of the Warrant Agent may buy, sell or deal in any of the Warrants or
other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or
lend money to the Company or otherwise act as fully and freely as though
it were not Warrant Agent under this Agreement. Nothing herein shall
preclude the Warrant Agent from acting in any other capacity for the
Company or for any other legal entity.
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17. Successor Warrant Agent. Any corporation into which the Warrant
Agent may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Warrant Agent shall be a party, or any corporation succeeding to the corporate
trust business of the Warrant Agent, shall be the successor to the Warrant Agent
hereunder without the execution or filing of any paper or any further act of a
party or the parties hereto. In any such event or if the name of the Warrant
Agent is changed, the Warrant Agent or such successor may adopt the
countersignature of the original Warrant Agent and may countersign such Warrant
Certificates either in the name of the predecessor Warrant Agent or in the name
of the successor Warrant Agent.
18. Change of Warrant Agent. The Warrant Agent may resign or be
discharged by the Company from its duties under this Agreement by the Warrant
Agent or the Company, as the case may be, giving notice in writing to the other,
and by giving a date when such resignation or discharge shall take effect, which
notice shall be sent at least 30 days prior to the date so specified. If the
Warrant Agent shall resign, be discharged or shall otherwise become incapable of
acting, the Company shall appoint a successor to the Warrant Agent. If the
Company shall fail to make such appointment within a period of 30 days after it
has been notified in writing of such resignation or incapacity by the resigning
or incapacitated Warrant Agent or by any Warrant Holder or after discharging the
Warrant Agent, then any Warrant Holder may apply to the District Court for
Denver County, Colorado, for the appointment of a successor to the Warrant
Agent. Pending appointment of a successor to the Warrant Agent, either by the
Company or by such Court, the duties of the Warrant Agent shall be carried out
by the Company. Any successor Warrant Agent, whether appointed by the Company or
by such Court, shall be a bank or a trust company, in good standing, organized
under the laws of the State of Colorado or of the United States of America,
having its principal office in Denver, Colorado and having at the time of its
appointment as Warrant Agent, a combined capital and surplus of at least four
million dollars. After appointment, the successor Warrant Agent shall be vested
with the same powers, rights, duties and responsibilities as if it had been
originally named as Warrant Agent without further act or deed and the former
Warrant Agent shall deliver and transfer to the successor Warrant Agent any
property at the time held by it thereunder, and execute and deliver any further
assurance, conveyance, act or deed necessary for effecting the delivery or
transfer. Failure to give any notice provided for in this section, however, or
any defect therein, shall not affect the legality or validity of the resignation
or removal of the Warrant Agent or the appointment of the successor Warrant
Agent, as the case may be.
19. Notices. Any notice or demand authorized by this Agreement to be
given or made by the Warrant Agent or by any Warrant Holder to or on the Company
shall be sufficiently given or made if sent by
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mall, first class, certified or registered, postage prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent), as
follows:
Globus International Resources Corp.
0 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Any notice or demand authorized by this Agreement to be given or made by
any Warrant Holder or by the Company to or on the Warrant Agent shall be
sufficiently given or made if sent by mail, first class, certified or
registered, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:
Continental Stock Transfer & Trust Co.
0 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Any distribution, notice or demand required or authorized by this
Agreement to be given or made by the Company or the Warrant Agent to or on the
Warrant Holders shall be sufficiently given or made if sent by mail, first
class, certified or registered, postage prepaid, addressed to the Warrant
Holders at their last known addresses as they shall appear on the registration
books for the Warrant Certificates maintained by the Warrant Agent.
20. Supplements and Amendments. The Company and the Warrant Agent may
from time to time supplement or amend this Agreement without the approval of any
Warrant Holders in order to cure any ambiguity or to correct or supplement any
provision contained herein which may be defective or inconsistent with any other
provisions herein or to make any other provisions in regard to matters or
questions arising hereunder which the Company and the Warrant Agent may deem
necessary or desirable.
21. Successors. All the covenants and provisions of this Agreement by or
for the benefit of the Company or the Warrant Agent shall bind and inure to tho
benefit of their respective successors and assigns hereunder.
22. Termination. This Agreement shall terminate at the close of business
on the Expiration Date or such earlier date upon which all Warrants have been
exercised; provided, however, that if exercise of the Warrants is suspended
pursuant to Section 11 and such suspension continues past the Expiration Date,
this Agreement shall terminate at the close of business on the business day
immediately following the expiration of such suspension. The provisions of
Section 11 shall survive such termination.
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23. Governing Law. This Agreement and each Warrant Certificate issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York and for all purposes shall be construed in accordance with the laws of
said State.
24. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give any person or Corporation other than the Company, the Warrant
Agent and the Warrant Holders any legal or equitable right remedy or claim under
this Agreement; but this Agreement shall be for the sole and exclusive benefit
of the Company, the Warrant Agent and the Warrant Holders.
25. Counterparts. This Agreement may be executed in any number of
counterparts, each of such counterparts shall for all purposes be deemed to be
an original and all such counterparts shall together constitute but one and the
same instrument.
Date:_________ Globus International Resources Corp.
By:
---------------------------------
Xxxxx Xxxxxx, President
ATTEST:
--------------------------
Xxxxxx Xxxx, Secretary
Date_________ Continental Stock Transfer & Trust Co.0
By:
------------------------------------
ATTEST:
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