SHARP TECHNOLOGY, INCWARRANT
THIS WARRANT AND THE SECURITIES THAT MAY BE ACQUIRED UPON THE
EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE
PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS. NEITHER THIS
WARRANT NOR THE SECURITIES THAT MAY BE ACQUIRED UPON THE EXERCISE
OF THIS WARRANT MAY BE SOLD, PLEDGED, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT
REQUIRE REGISTRATION OF THE WARRANT OR SUCH OTHER SECURITIES.
Warrant to Purchase 1,000,000 Shares of Common Stock
Date: as of January 1, 2000
WARRANT
TO PURCHASE COMMON STOCK OF SHARP TECHNOLOGY, INC.
THIS CERTIFIES that ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Warrant Holder") or
registered assigns, is entitled to purchase from Sharp Technology,
Inc. (the "Company"), a corporation organized and existing under the
laws of Delaware, subject to the provisions hereof at any time after
the date hereof ONE MILLION (1,000,000) shares of Capital Stock at the
Warrant Price.
1. Definitions. For the purpose of the Warrants of this Series:
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(a) "Capital Stock" shall mean the Company's common stock,
and any other stock of any class, whether now or hereafter
authorized, which has the right to participate in the
distribution of earnings and assets of the Company without limit
as to amount or percentage.
(b) "Warrants of this Series" or "Warrants" shall mean this
Warrant and any and all Warrants which are issued in exchange or
substitution for any outstanding Warrant pursuant to the terms of
that Warrant.
(c) "Warrant Price" shall mean, $ 0.10 per share, subject to
equitable adjustment for any forward or reverse stock split,
stock dividend or combination of shares.
(d) "Warrant Shares" shall mean the Stock purchased upon
exercise of Warrants.
2. Method of Exercise of Warrants. This Warrant may be exercised
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by the surrender of the Warrant at the principal office of the Company
(the "Principal Office"), and upon payment to it of the purchase price
for the shares to be purchased upon such exercise. The purchase price
shall be paid by delivering a certified check, bank draft or wire
transfer funds to the order of the Company for the entire purchase
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price. The persons entitled to the shares so purchased shall be
treated for all purposes as the holders of such shares as of the close
of business on the date of exercise and certificates for the shares of
stock so purchased shall be delivered to the persons so entitled
within a reasonable time, not exceeding thirty (30) days, after such
exercise.
3. Transfer. This Warrant is NOT transferable or assignable.
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4. Certain Covenants of the Company. The Company covenants and
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agrees that all shares which may be issued upon the exercise of
Warrants of this Series, will, upon issuance, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issue thereof. The Company further
covenants and agrees that during the period within which the rights
represented by the Warrants may be exercised, the Company will at all
times have authorized, and reserved for the purpose of issue upon
exercise of the purchase rights evidenced by the Warrants, a
sufficient number of shares of its Stock to provide for the exercise
of the rights represented by the Warrants.
5. Adjustment of Purchase Price and Number of Shares. At any
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time while Warrants of this Series remain outstanding and unexpired,
in case of any reclassification or change of outstanding securities
issuable upon exercise of the Warrants (other than a change in par
value, or from par value to no par value, or from no par value to par
value or as a result of a subdivision or combination of outstanding
securities issuable upon the exercise of the Warrants), this Warrant
shall be deemed to provide that the holders of the Warrants shall have
the right to receive upon the exercise thereof, in lieu of each share
of Stock theretofore issuable upon exercise of the Warrants, the kind
and amount of shares of stock, other securities, money or property
receivable upon such reclassification or change by the holder of one
share of Stock issuable upon exercise of the Warrants had the Warrants
been exercised immediately prior to such reclassification or change.
The provisions of this Section 5 shall similarly apply to successive
reclassification and changes.
6. Notice of Adjustments. Whenever there shall occur an
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adjustment pursuant to Section 5 hereof, the Company shall promptly
make a certificate signed by its President or a Vice President and by
its Treasurer or Assistant Treasurer or its Secretary or Assistant
Secretary, setting forth in reasonable detail the event requiring the
adjustment, the amount of the adjustment, the method by which such
adjustment was calculated (including a description of the basis on
which the Company's board of directors made any determination
hereunder), and the Warrant Price and number of shares of Stock
purchasable at that Warrant Price after giving effect to such
adjustment, and shall promptly cause- copies of such certificates to
be mailed (by first class and postage prepaid) to the registered
holders of the Warrants.
In the event the Company shall take any action which pursuant to
Section 5 may result in an adjustment of any of the Warrant Price or
the number of shares of Stock purchasable at that Warrant Price upon
exercise of the Warrants, the Company will give to the registered
holders of the Warrants at their last addresses known to the Company
written notice of such action thirty (30) days in advance of its
effective date in order to afford to such holders of the Warrants an
opportunity to exercise the Warrants and to purchase shares of Stock
of the Company prior to such action becoming effective.
7. Fractional Shares. No fractional shares of the Company's
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Stock will be issued in connection with any purchase hereunder but in
lieu of such fractional shares, the Company shall make a cash refund
therefor equal in amount to the product of the applicable fraction
multiplied by the Warrant Price paid by the holder for its Warrant
Shares upon such exercise.
8. Loss, Theft, Destruction or Mutilation. Upon receipt by the
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Company of evidence reasonably satisfactory to it that any Warrant of
this Series has been mutilated, destroyed, lost or stolen, and in the
case of any destroyed, lost or stolen Warrant, a bond of indemnity
reasonably satisfactory to the Company, or in the case of a mutilated
Warrant, upon surrender and cancellation thereof, the Company will
execute and deliver in the Warrant Holder's name, in exchange and
substitution for the Warrant of like tenor substantially in the form
thereof with appropriate insertions and variations.
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9. Registration.
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(a) If, at the time of any exercise of this Warrant the
shares of Common Stock to be issued to the holder hereof are not
then registered under the Securities Act of 1933, as amended, and
applicable state securities law, the Company may require, as a
condition to the issuance of such shares, that the holder thereof
agree in writing with the Company that such shares are being
acquired by such holder for investment and not with any view to
the distribution thereof and that until such time as such shares
shall have been so registered, or shall have been transferred in
accordance with an opinion of counsel satisfactory to the Company
that registration is not required under the Securities Act of
1933, as amended, or applicable state laws, stock transfer
instructions may be issued to the Company's transfer agent and
the certificates representing any such shares of Common Stock
shall bear a legend substantially as follows:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT
FROM, OR NOT SUBJECT TO, REGISTRATION."
(b) If requested the Company and the managing underwriter,
and if comparable agreements are entered into by each officer and
director of the Company, the Warrant Holder agrees to enter into
a lock-up agreement pursuant to which the Warrant Holder will
not, from the date of such agreement and through a period of no
more than one hundred eighty (180) days following the effective
date of the first registration statement for a public offering of
the Company's securities, and for a period of no more than ninety
(90) days following the effective day of any subsequent
registration statement, sell, assign, transfer, pledge,
hypothecate, mortgage or dispose of, by gift or otherwise, or in
any way encumber, any of its Waif ant Shares.
10. Governing Law. This Agreement shall be governed by and
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construed and enforced in accordance with Delaware law.
11. Headings. The descriptive headings of the several sections of
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these Warrants are inserted for convenience only and do not constitute
a part of these Warrants.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the
Company has caused this Warrant to be signed under seal by its duly
authorized officer under its corporate seal, attested by its duly
authorized officer, on the date of this Warrant.
SHARP TECHNOLOGY, INC.
BY: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Treasurer
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WRITTEN CONSENT OF
HOLDER OF OPTIONS OR WARRANTS OR
OTHER DERIVATIVES OF
SHARP TECHNOLOGY, INC.
I, the undersigned, being a Holder of options or warrants or other
derivatives (collectively, the "Options") of Sharp Technology, Inc., a Delaware
corporation ("SHARP"), do hereby understand and consent to the following
statements and give my written consent to take the following action:
1. I understand that SHARP will enter into that certain Agreement and
Plan of Merger and Reorganization ("MERGER") between Celebrity Entertainment
Group, Inc., Sharp Florida Acquisition Corp. and SHARP
2. I understand that a requirement of the MERGER is that all SHARP
Options be exchanged for Options of Celebrity Entertainment Group, Inc.
I currently hold the following Options of SHARP:
Date Issued: 1/1/2000 Expiration date: None Shares under option: 1,000,000
Exercise price: $0.10 per share
After the MERGER, I will hold the following Options of Celebrity Entertainment
Group, Inc.
Date Issued: 1/1/2000 Expiration date: None Shares under option: 333,333
Exercise price: $5.10 per share
3. I waive notice of adjustment and consent to the automatic exchange
of my SHARP Options for the options of Celebrity Entertainment Group, Inc.
4. I understand that when I sign this consent, and upon the effective
date of the merger of Sharp Technology, Inc. and Sharp Florida Acquisition
Corp., all as set forth in the MERGER, that my SHARP Options will automatically
be exchanged for Options of Celebrity Entertainment Group, Inc.
5. I understand that Celebrity Entertainment Group, Inc. will promptly
deliver to me my options of Celebrity Entertainment Group, Inc. upon my tender
of my SHARP Options to Sharp Technology, Inc. promptly upon the effective date
of the merger of Sharp Technology, Inc. and Sharp Florida Acquisition Corp.
6. I have received the information attached as Exhibit "A" concerning
appraisal rights pursuant to Sec.262 of the General Corporation Law of Delaware.
Date December 15, 2000
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Signed /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Print Option Holder Name ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Exhibit 10.1(b)
AGREEMENT FOR PURCHASE AND
SALE OF FURNITURE AND EQUIPMENT
THIS AGREEMENT is made at Houston, ▇▇▇▇▇▇ County, Texas, on January 12,
1999, between Sharp Technology, Inc., a Delaware corporation, called the
Purchaser in this agreement, and Commercial Capital Trading Corporation, a
Delaware corporation, called the Seller in this agreement.
PURCHASE AND SALE
1. The Purchaser agrees to purchase from the Seller, and the Seller agrees to
sell and deliver to the Purchaser, on the Closing Date, the Seller's furniture,
fixtures, and equipment, more particularly described or referred to in Schedule
A (the "Property"). Schedule A is attached to this agreement and incorporated by
reference herein
PURCHASE PRICE
2. On delivery of the Seller's Property to the Purchaser on the Closing Date,
the Purchaser will deliver to the Seller an executed combined note and security
agreement in the amount of One Hundred Seven Thousand Two Hundred Fifty and
NO/100 Dollars ($107,250.00).
ALLOCATION OF PURCHASE PRICE
3. The purchase price is apportioned among the properties, assets, and business
being sold by the Seller as follows:
PROPERTY
Computer and Related $ 14,550.00
Fixtures and Furniture $ 92,700.00
TOTAL $107,250.00
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CLOSING
4. The parties agree to use their best efforts to consummate this Closing. The
Closing shall take place at the offices of Sharp Technology, Inc., Houston,
Texas on January 12, 1999, ("Closing Date"), or at such other time, date, and
place mutually agreed upon in writing by the Seller and the Purchaser. In
either event, all terms and conditions to the Closing of this Agreement shall
have been met at least three (3) days prior to the Closing Date.
INSTRUMENTS OF CONVEYANCE AND TRANSFER AT CLOSING
5. At Closing, the Seller will deliver to the Purchaser a ▇▇▇▇ of sale on a form
attached hereto as Exhibit "B"
POSSESSION OF PROPERTY
6. Simultaneous with the delivery of the documents described in paragraph 6,
above, the Seller will take all steps as may be needed to put the Purchaser in
actual possession, operation, and control of the Property to be transferred.
REPRESENTATIONS AND WARRANTIES BY SELLER
7(a) Organization of Seller. The Seller is a corporation duly organized,
validly existing, and in good standing under the laws of the State of Delaware
and has all requisite corporate power and authority to carry on its business as
it is presently being conducted. Furthermore, the Seller has authority to enter
into this Agreement, and to carry out and perform the terms and provisions of
this Agreement. Seller has no subsidiaries and has no direct or indirect
interest (other than as a creditor under accounts receivable), either by way of
stock ownership or otherwise, in any other firm, corporation, association, or
business enterprise.
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7(b). Title to Properties and Assets. The Seller has good, absolute, and
marketable title to all of the Properties being sold to the Purchaser pursuant
to this agreement. The Property is subject to no lease, mortgage, pledge, lien,
charge, security interest, encumbrance, or restriction whatsoever.
7(c). Taxes. All federal, state, local, and foreign income, ad valorem,
excise, sales, use, payroll, unemployment, and other taxes and assessments that
are due and payable by Seller have been properly computed, duly reported, fully
paid, and discharged. There are no unpaid Taxes that are or could become a lien
on the property or assets of the Seller. The Seller has not incurred any
liability for penalties, assessments, or interest under the Internal Revenue
Code.
REPRESENTATIONS AND WARRANTIES BY PURCHASER
8. The Purchaser represents and warrants to the Seller that the Purchaser
is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Delaware and has all requisite corporate power and
authority to carry on its business as it is presently being conducted.
Furthermore, the Purchaser has full power and authority to execute, deliver, and
consummate this Agreement subject to the conditions to Closing set forth in this
Agreement. All corporate acts, reports, and returns required to be filed by the
Purchaser with respect to this transaction have been or will be properly filed
prior to the Closing Date. No provisions exist in any contract, document, or
other instrument to which the Purchaser is a party or by which the Purchaser is
bound that would be violated by consummation of the transactions contemplated by
this Agreement.
NATURE AND SURVIVAL OF REPRESENTATIONS AND WARRANTIES
9. The representations and warranties contained in or made pursuant to this
agreement will survive the execution and delivery of this agreement and all
inspections, examinations, and audits made at any time by or on behalf of any of
the parties.
ASSIGNMENT
10. Neither the Seller nor the Purchaser may assign this agreement without the
consent of the other. Nothing in this agreement, expressed or implied, is
intended to confer on any person, other than the parties to this agreement and
their successors, any rights or remedies under or by reason of this agreement.
EXPENSES
11. Each of the parties shall bear all expenses incurred by them in connection
with this agreement, in the consummation of the transactions contemplated by
this agreement, and in preparation of this agreement.
CHOICE OF LAW
12. The laws of Texas will govern the validity of this agreement, the
construction of its terms, and the interpretation of the rights and duties of
the parties.
PARTIES IN INTEREST
13. All the terms and provisions of this agreement are binding on and inure to
the benefit of, and may be enforced by, the Seller and the Purchaser and their
successors and assigns.
INTEGRATED AGREEMENT
14. This agreement constitutes the entire agreement between the parties. There
are no agreements, understandings, restrictions, warranties, or representations
between the parties other than those set forth in this agreement.
SELLER
Commercial Capital Trading Corporation, a Delaware corporation
By /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President
PURCHASER
Sharp Technology, Inc, a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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