Alliance Capital Investment Corp.
July 13, 1999
Page 1
Westbury Metals Group, Inc.
000 Xxxxxx Xxxxx
Xxxxxxxx, Xxx Xxxx 00000
July 13, 1999
Alliance Capital Investment Corp.
000 Xxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxx 00000
Attention of Xx. Xxxxxx Xxxxxx, President
Re: Westbury Metals Group, Inc. -- Common Stock Purchase Warrant
Ladies and Gentlemen:
This Letter will set forth our agreement with respect to the purchase
by Alliance Capital Investment Corp. ("Alliance") of a warrant from Westbury
Metals Group, Inc., a Delaware corporation (the "Company"), as follows.
1. Contemporaneously with the execution of this Letter, Alliance will
purchase from the Company, and the Company will sell to Alliance, a Series A
Common Stock Purchase Warrant (the "Warrant") to purchase ninety thousand
(90,000) shares of the Company's common stock, par value $.001 per share
("Common Stock") at an exercise price of $3.00 per share, subject to adjustment.
The purchase price for the Warrant shall be $90. The Warrant shall be in form
and substance satisfactory to Alliance.
2. Alliance acknowledges that the Warrant and the shares of Common
Stock issuable upon exercise of the Warrant (the "Warrant Shares") are
restricted securities, as defined in Rule 144 of the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Securities
Act"), and may not be sold except pursuant to an effective registration
statement pursuant to the Securities Act or an exemption from the registration
requirement of the Securities Act.
3. Alliance is purchasing the Warrant for its own account and not with
a view to the sale or distribution of the Warrant or the Warrant Shares;
provided, however that nothing in the Paragraph 3 shall be construed in any
manner to restrict or otherwise affect Alliance's right to have the Warrant and
the Warrant Shares registered pursuant to the Securities Act as provided in the
Warrant.
4. The Company represents and warrants that (a) the Warrant constitutes
the valid and binding obligation of the Company, enforceable in accordance with
its terms and (b) the Warrant Shares have been duly authorized for issuance and,
upon payment of the exercise price as provided in the Warrant, will be duly and
validly authorized and issued, fully paid and non-assessable; and (c) all
corporation action necessary for the execution and delivery of this Letter and
the Warrant has been taken.
5. This Letter and the rights of the parties under this Letter shall be
governed by the laws of the State of New York applicable to agreements executed
and to be performed wholly within such State.
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Alliance Capital Investment Corp.
July 13, 1999
Page 2
Please confirm your agreement with the foregoing by signing this Letter
and returning it to Alliance.
Very truly yours,
WESTBURY METALS GROUP, INC.
By:_____________________________
Xxxxxx Xxxxxxx, President
AGREED TO:
ALLIANCE CAPITAL INVESTMENT CORP.
By:_____________________________
Xxxxxx Xxxxxx, President
