THE SECURITIES REPRESENTED BY THIS DOCUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THEY ARE BEING OFFERED PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT. THE
SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S) UNLESS THE
SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
WARRANT TO PURCHASE
COMMON STOCK OF PLAYSTAR WYOMING HOLDING CORP.
This certifies that SELECT INVESTMENTS LTD. (the "HOLDER"), for value
received, is entitled to purchase from PLAYSTAR WYOMING HOLDING CORP. (the
"COMPANY") two million (2,000,000) shares of the Company's Common Stock (the
"COMMON STOCK") for a per share exercise price equal to $0.15 (the "PER SHARE
EXERCISE PRICE"). This right may be exercised at any time from the date on which
the Holder pays in full the amounts due to the Company for the purchase of the
"Sportsprops" software programs pursuant to Section 3 of that certain Agreement
dated the date hereof (the "SPORTSPROPS AGREEMENT") up to and including the
earlier to occur of (i) 5:00 p.m. (New York City time) on November 21, 2002 and
(ii) termination by the Company of the Sportsprops Agreement as a result a
breach of such contract by the Holder (the "EXPIRATION DATE"), upon surrender to
the Company at its principal office (or at such other location as the Company
may advise the Holder in writing) of this Warrant, properly endorsed, with the
Subscription Form attached hereto duly filled in and signed and, if applicable,
upon payment in cash or by check of the aggregate Per Share Exercise Price for
the number of shares for which this Warrant is being exercised determined in
accordance with the provisions hereof.
ISSUANCE OF CERTIFICATES.
Certificates for the shares of Common Stock acquired upon exercise of
this Warrant, together with any other securities or property to which the Holder
is entitled upon such exercise, will be delivered to the Holder by the Company
at the Company's expense within a reasonable time after this Warrant has been so
exercised. Each stock certificate so delivered will be in such denominations of
Common Stock as may be requested by the Holder and will be registered in the
name of the Holder. In case of a purchase of less than all the shares that may
be purchased under this Warrant, the Company will cancel this Warrant and
execute and deliver a new warrant or warrants of like tenor for the balance of
the shares purchasable under this Warrant to the Holder within a reasonable time
after surrender of this Warrant.
SHARES FULLY-PAID, NONASSESSABLE, ETC.
All shares of Common Stock issued upon exercise of this Warrant will,
upon issuance, be duly authorized, validly issued, fully-paid and nonassessable
and free from all preemptive rights of any shareholder and free of all taxes,
liens and charges with respect to the issue thereof. The Company will at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of this Warrant,
such number of its shares of Common Stock as from time to time are sufficient to
effect the full exercise of this Warrant. If at any time the number of
authorized but unissued shares of Common Stock is not sufficient to effect the
full exercise of this Warrant, the Company will take such corporate action as
may, in the opinion of its counsel, be necessary to increase its authorized but
unissued shares of Common Stock to such number of shares as is sufficient for
such purpose. The Company will take all such action as may be necessary to
assure that such securities may be issued as provided herein without violation
of any applicable law or regulation, or of any requirements of any domestic
securities exchange upon which the Common Stock may be listed; provided,
however, that the Company will not be required to effect a registration under
Federal or state securities laws with respect to such exercise (except as may be
set forth in a separate written agreement between the Company and the Holder).
3.1 ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the Company at any
time or from time to time during the term of this Warrant effects a subdivision
of the outstanding Common Stock, the Per Share Exercise Price in effect
immediately before that subdivision will be proportionately decreased.
Conversely, if the Company at any time or from time to time during the term of
this Warrant combines the outstanding shares of Common Stock into a smaller
number of shares, the Per Share Exercise Price in effect immediately before the
combination will be proportionately increased. Any adjustment under this Section
3.1 will become effective at the close of business on the date the subdivision
or combination becomes effective.
3.2 ADJUSTMENT FOR COMMON STOCK DIVIDENDS AND DISTRIBUTIONS. If the
Company at any time or from time to time during the term of this Warrant makes,
or fixes, a record date for the determination of holders of Common Stock
entitled to receive a dividend or other distribution payable in additional
shares of Common Stock, in each such event the Per Share Exercise Price that is
then in effect will be decreased as of the time of such issuance or, in the
event such record date is fixed, as of the close of business on such record
date, by multiplying the Per Share Exercise Price then in effect by a fraction
(a) the numerator of which is the total number of shares of Common Stock issued
and outstanding immediately prior to the time of such issuance on the close of
business on such record date, and (b) the denominator of which is the total
number of shares of Common Stock issued and outstanding immediately prior to the
time of such issuance on the close of business on such record date plus the
number of shares of Common Stock issuable in payment of such dividend or
distribution; provided, however, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Per Share Exercise Price will be recomputed accordingly as
of the close of business on such record date and thereafter the Per Share
Exercise Price will be adjusted pursuant to this Section 3.2 to reflect the
actual payment of such dividend or distribution.
3.3 ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. If the Company
at any time or from time to time during the term of this Warrant makes, or fixes
a record date for the determination of holders of Common Stock entitled to
receive a dividend or other distribution payable in securities of the Company
other than shares of Common Stock, in each such event provision will be made so
that the Holder will receive upon exercise of this Warrant, in addition to the
number of shares of Common Stock receivable thereupon, the amount of other
securities of the Company that it would have received had this Warrant been
exercised on the date of such event and had it thereafter, during the period
from the date of such event to and including the exercise date, retained such
securities receivable by them as aforesaid, subject to all other adjustments
called for during such period under this Section 3 with respect to the rights of
the Holder hereunder or with respect to such other securities by their terms.
3.4 ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If at
any time or from time to time during the term of this Warrant the Common Stock
issuable upon the exercise of this Warrant is changed into the same or a
different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a recapitalization,
subdivision, combination, reclassification or exchange provided for elsewhere in
this Section 3), the Holder will have the right thereafter to exercise this
Warrant for the kind and amount of stock and other securities and property
receivable upon such recapitalization, reclassification or other change into
which the shares of Common Stock issuable upon exercise of this Warrant
immediately prior to such recapitalization, reclassification or change could
have been converted, all subject to further adjustment as provided herein or
with respect to such other securities or property by the terms thereof.
3.5 REORGANIZATIONS. If at any time or from time to time during the
term of this Warrant there is a capital reorganization of the Common Stock
(other than a recapitalization, subdivision, combination, reclassification or
exchange provided for elsewhere in this Section 3), as a part of such capital
reorganization, provision will be made so that the Holder will thereafter be
entitled to receive upon exercise of this Warrant the number of shares of stock
or other securities or property of the Company to which a holder of the number
of shares of Common Stock deliverable upon exercise of this Warrant would have
been entitled on such capital reorganization, subject to adjustment in respect
of such stock or securities by the terms thereof.
3.6 CERTIFICATE OF ADJUSTMENT. In each case of an adjustment or
readjustment of the number of shares issuable upon exercise of this Warrant or
the Per Share Exercise Price, the Company, at its expense, will compute such
adjustment or readjustment in accordance with the provisions hereof and prepare
a certificate showing such adjustment or readjustment, and will mail such
certificate, by first class mail, postage prepaid, to the Holder at the Holder's
address as shown in the Company's books. The certificate will set forth such
adjustment or readjustment, showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (a) the Per Share
Exercise Price at the time in effect, and (b) the type and amount, if any, of
other property that at the time would be received upon exercise of this Warrant.
3.7 NOTICES OF RECORD DATE. Upon (a) any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend or other
distribution, (b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, any
all or substantially all of the assets of the Company or any voluntary or
involuntary dissolution, liquidation or winding up of the Company or (c) a
proposed Sale Event, the Company will mail to the Holder at least twenty (20)
days prior to the record date specified therein a notice specifying (1) the date
on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (2) the date on
which any such reorganization, reclassification, recapitalization, asset sale,
dissolution, liquidation or winding up is expected to become effective, and (3)
the date, if any, that is to be fixed as to when the holders of record of Common
Stock (or other securities) will be entitled to exchange their shares of Common
Stock (or other securities) for securities or other property deliverable upon
such reorganization, reclassification, recapitalization, asset sale,
dissolution, liquidation or winding up.
The Company shall include the shares issuable upon exercise of this
Warrant in the registration statement in which the Company shall register the
shares issued to the Holder pursuant to that certain Subscription Agreement
dated the date hereof by and between the Company and the Holder.
The Company will pay all taxes (other than taxes based upon income) and
other governmental charges that may be imposed with respect to the issue or
delivery of shares of Common Stock upon exercise of this Warrant, excluding any
tax or other charge imposed in connection with any transfer involved in the
issue and delivery of shares of Common Stock in a name other than that in which
this Warrant was registered.
CLOSING OF BOOKS.
The Company will at no time close its transfer books against the
transfer of any warrant or of any shares of Common Stock issued or issuable upon
the exercise of any warrant in any manner that interferes with the timely
exercise of this Warrant.
NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY.
Nothing contained in this Warrant will be construed as conferring upon
the Holder the right to vote or to consent or to receive notice as a shareholder
of the Company or any other matters or any rights whatsoever as a shareholder of
the Company. No dividends or interest will be payable or accrued in respect of
this Warrant or the interest represented hereby or the shares purchasable
hereunder until, and only to the extent that, this Warrant has been exercised.
Subject to compliance with applicable Federal and state securities laws
and the restrictions imposed by any other written agreement between the Holder
and the Company, this Warrant and all rights hereunder are transferable, in
whole or in part, without charge to the
Holder (except for transfer taxes), upon surrender of this Warrant properly
endorsed and in compliance with the provisions of this Warrant.
MODIFICATION AND WAIVER.
This Warrant and any provision hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of the same is sought.
Any notice required by the provisions of this Warrant will be in
writing and will be deemed effectively given: (a) upon personal delivery to the
party to be notified; (b) when sent by confirmed telex or facsimile if sent
during normal business hours of the recipient; if not, then on the next business
day; (c) five (5) days after having been sent by registered or certified mail,
return receipt requested, postage prepaid; or (d) one (1) day after deposit with
a nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All notices will be addressed to the Holder at
the address of the Holder appearing on the books of the Company.
The Company represents and warrants to the Holder that upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction,
or mutilation of this Warrant and, in the case of any such loss, theft or
destruction, upon receipt of an indemnity reasonably satisfactory to the
Company, or in the case of any such mutilation upon surrender and cancellation
of such warrant, the Company, at its expense, will make and deliver a new
warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated
No fractional shares of Common Stock will be issued upon exercise of
this Warrant. If the conversion would result in the issuance of any fractional
share, the Company will, in lieu of issuing any fractional share, pay cash equal
to the product of such fraction multiplied by the closing bid price of the
Company's Common Stock on the date of conversion.
This Warrant will be construed and enforced in accordance with, and the
rights of the parties will be governed by, the laws of the State of Delaware
without regard to conflict of laws principles.
The Company has executed this Warrant as of the 21st day of November,
PLAYSTAR WYOMING HOLDING CORP.
REVIEWED AND AGREED:
SELECT INVESTMENTS LTD.
EXHIBIT A TO WARRANT
PLAYSTAR WYOMING HOLDING CORP.
60 Nevis Street
St. John's, Antigua
BW1, West Indies
Attn.: Chairman & Chief Executive Officer
Ladies and Gentlemen:
The undersigned hereby elects to exercise the warrant issued to it by
PlayStar Wyoming Holding Corporation (the "COMPANY") dated as of November 21,
2000 and to purchase thereunder ______________________ (_______) shares of the
Common Stock of the Company at a purchase price of $0.15 per Share, for an
aggregate purchase price of ______________________ ($_______________) (the
Pursuant to the terms of the Warrant the undersigned has delivered the
Purchase Price herewith in full in cash or by certified check or wire transfer.
Very truly yours,
SELECT INVESTMENST LTD.