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Exhibit 4.6
WARRANTS OF C.C.C. COMMUNICATIONS CORPORATION
Right to purchase _____________ shares
of
C.C.C. Communications Corporation
Registered Owners:
For value received, C.C.C. Communications Corporation, an Nevada corporation,
(the "Corporation") grants the following rights to the registered owners of
this Warrant:
1. Issue. Upon tender to the Corporation (as defined in paragraph 4
hereof), the Corporation shall issue to the registered owners within fifteen
(15) days hereof the number of shares specified in paragraph 2 hereof of fully
paid and nonassessable shares of Common Stock of the Corporation that the
registered owners are otherwise entitled to purchase.
2. Number of shares. The number of shares of Common Stock of the
Corporation that the registered owners of this Warrant are entitled to receive
upon exercise of this Warrant is ________ shares. The Corporation shall at all
times reserve and hold available sufficient shares of Common Stock to satisfy
all conversion and purchase rights represented by outstanding convertible
securities, options and warrants, including this Warrant. The corporation
covenants and agrees that all shares of Common Stock that may be issued upon
the exercise of this Warrant shall, upon issuance, be duly and validly issued,
fully paid and nonassessable, and free from all taxes, liens and charges with
respect to the purchase and the issuance of the shares.
3. Exercise price and period. The exercise price of this Warrant, the
price at which the shares of stock purchasable upon exercise of this Warrant
may be purchased, is $0.67 per share for a term of eighteen (18) months, from
the date of Warrant, thereafter at a price of $1.00 per share for a period of
eighteen (18) months, total of thirty-six (36) months. If not exercised during
this period, this Warrant and all rights granted under this Warrant shall
expire and lapse.
4. Tender. The exercise of this Warrant must be accomplished by actual
delivery of the Exercise Price by certified check or official bank draft in
lawful money of the United States of America, and by actual delivery of a duly
executed exercise form, a copy of which is attached to this Warrant as Exhibit
"A", properly executed by the registered owners of this Warrant, and by
surrender of this Warrant. The payment and exercise form must be delivered,
personally or by mail, to the offices of the Corporation at 0000 XX 00xx Xxxxx,
Xxxxx #00, Xxxx Xxxxx, Xxxxxxx 00000. Documents sent by mail shall be deemed to
be delivered when they are received by the Corporation.
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5. Partial exercise of warrant. This Warrant may be exercised during
its exercise period by the registered owner or owners hereof, and at their
option, as to the whole at any time or in part from time to time. If this
Warrant is exercised at one time for less than the maximum number of shares of
Common Stock purchasable upon the exercise hereof, the Corporation shall issue
to the registered owner or owners of this Warrant a new warrant of like tenor
and date representing the number of shares of Common Stock equal to the
difference between the number of shares purchasable upon full exercise of this
Warrant and the number of shares that were purchased upon the exercise of this
Warrant.
6. Antidilution. In the event that the outstanding shares of Stock of
the Company hereafter are changed into or exchanged for a different number or
kind of shares or other securities of the Company or of another corporation by
reason of merger, consolidation, other reorganization, recapitalization,
reclassification, combination of shares, stock split-up, stock dividend or
public offering:
(a) The aggregate number and kind of shares subject to the Warrant
granted hereunder shall be adjusted appropriately;
(b) Rights under outstanding Warrant granted xxxxxxxxx, both as to
the number of subject shares and the Warrant price, shall be
adjusted appropriately;
(c) Where dissolution or liquidation of the Company or any merger
or combination in which the Company is not a surviving corporation
is involved, each outstanding Warrant granted hereunder shall
terminate, but the Holder shall have the right, immediately prior
to such dissolution, liquidation, merger, or combination, to
exercise this Warrant in whole or in part, to the extent that it
shall not have been exercised;
(d) If dividends are declared on the common shares of the Company
payable otherwise than in cash, such noncash dividends attributable
to each such common share shall be transferred by the Company to
the Holder upon the exercise of his option, without extra cost; and
(e) If the company files a registration statement for a public
offering, the shares issued hereunder shall be included at no cost
to Xxxxxx.
The foregoing adjustments and the manner of application of the
foregoing provisions shall be determined solely by the Company, and any such
adjustment may provide for the elimination of factional share interests.
7. Other Provisions Relating to Rights of Bearers of Warrants.
(a) No rights as stockholder conferred by warrants. A Warrant does
not entitle its bearer to any of the rights of a stockholder of the
Company.
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(b) Lost, stolen, mutilated, or destroyed warrants. If any Warrant
is lost, stolen, mutilated, or destroyed, the Company and the
Warrant Agent may issue a new Warrant of like denomination, tenor
and date as the Warrant so lost, stolen, mutilated, or destroyed.
Any such issuance of a new Warrant shall be on whatever terms and
conditions with respect to indemnity or otherwise that the Company
and Warrant Agent may in their sole discretion impose (which shall,
in the case of a mutilated Warrant, include the surrender of the
Warrant). Any new Warrant shall constitute an original contractual
obligation of the Company, regardless of whether the allegedly
lost, stolen, mutilated, or destroyed Warrant is at any time
enforceable by anyone.
(c) No holder of any Warrant shall, upon the exercise thereof, be
entitled to any dividends that may have accrued with respect to
shares included in the Share Units, prior to the date of exercise.
8. Tag-Along Rights.
(a) In the event Company proposes to sell, repurchase or otherwise
acquire any of its stock,or in the event Xxxxxx Xxxxxxxx and Xxxxx
X. Xxxxxx (the "Controlling Shareholders"), owning as of the date
hereof not less than 50% of the total outstanding and issued
corporate stock of Company, desire to sell more than 50% of their
respective stockholdings, then and in such event, Company, or the
Controlling Shareholders, as the case may be, shall provide written
notice to Holder of the terms of such proposed sale, repurchase or
other acquisition which notice shall be given not earlier than
thirty (30) days preceding the effective date of any such proposed
sale, repurchase or other acquisition (recognizing that Holder
shall require thirty days to exercise his option rights). For a
period of fifteen (15) days after their receipt of such notice
Holder shall each have the right upon written notice to the Company
to require the Company or the Controlling Shareholders, as the case
may be, to include in the number of shares to be sold, repurchased
or otherwise acquired the pro-rata portion attributable to the
stock resulting by reason of the exercise by Xxxxxx of his
respective option rights. For purposes hereof, the pro-rata share
shall mean a fraction, the numerator of which is the number of
shares of such stock resulting by reason of the exercise of the
Warrant and the denominator being the total number of shares owned
by the Controlling Shareholders (or being sold by the company, as
the case may be) plus the number of shares of stock resulting by
reason of the exercise of the Warrant. The provisions of this
paragraph are waived if the Company makes a public offering.
(b) The controlling Shareholders have joined in the execution of
this Agreement in their individual capacities to evidence their
consent to the foregoing provision of tag-along rights and
agreement to comply with their notice obligations above set forth,
time being of the essence.
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9. Applicable law. The validity, interpretation and performance of
this Agreement and of the Warrants shall be governed by the laws of the State
of Florida.
IN WITNESS WHEREOF, the Corporation has signed this Warrant by its duly
authorized officers this ____ day of ____________, ________.
C.C.C. COMMUNICATIONS CORPORATION,
A Nevada corporation
Attest:
________________________ By:/s/ Xxx Xxxxxxxx
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Xxx Xxxxxxxx, President
(Corporate Seal) /s/ Xxx Xxxxxxxx
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XXX XXXXXXXX
/s/ Xxxxx X. Xxxxxx
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XXXXX X. XXXXXX
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