Exhibit 10.8
Warrant Agreement between the Registrant and Xxxxx Xxxxxxx, dated October 15,
2001.
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASESABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDERM SAID ACT AND STATE SECURITIES LAWS REALTING TO SUCH SECURITIES OR AN
OPINION OF COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
Right to Purchase 3,000,000 Shares of Common Stock of
A1 Xxxxxxxx.xxx, Inc.
(subject to adjustment as provided herein).
COMMON STOCK PURCHASE WARRANT
Void after 5:00 p.m. New York Time on October 15, 2006
October 15, 2001
AI XXXXXXXX.XXX, INC., a corporation organized under the laws of the State
of Nevada (the "Company"), hereby certifies that, for value received, Xxxxx
Xxxxxxx, or registered assigns (the "Holder"), is entitled, subject to the terms
set forth below, to purchase from the Company at any time or from time to time
after the date hereof and before 5:00 p.m., New York time on October 15, 2006
(the "Expiration Date"), up to Three Million (3,000,000) fully paid and
nonassessable shares of Warrant Stock (as herein defined), $.001 par value per
share, of the Company, at a purchase price per share equal to $.03 (such
purchase price per share as adjusted from time to time as herein provided is
referred herein as the "Premium Price"). The number and character of such shares
of Warrant Stock and Purchase Price are subject to adjustment as provided
herein. This Warrant is non-redeemable.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(i) The term Company shall include A1 XXXXXXXX.XXX, INC. and any
corporation, which shall succeed or assume the obligation of such company
hereunder.
(ii) The term "Common Stock" includes (i) the Company's Common
Stock, $.001 par value per share, as authorized on the date of the
Agreement, and (ii) any other securities into which or for which any of the
securities described in (i) hereof, may be converted or exchanged pursuant
to a plan of recapitalization, reorganization, merger, sale of assets or
otherwise.
(iii) The term "Fair Market Value" shall have the meaning assigned
to such term in Section 1.5.
(iv) The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person
(corporate or otherwise) which the Holder at any time shall be entitled to
receive, or shall have received, upon exercise of the Warrant, in lieu of
or in addition to Common Stock, or which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or
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Other Securities pursuant to Section 5 or otherwise.
(v) The term "Spread Value" shall mean (i) the number of shares
exercised at a given time multiplied by the Fair Market Value of one share
of Common Stock, less (ii) aggregate applicable Purchase Price.
(vi) The term "Warrant Stock" means, collectively, the shares of
Common Stock issued or issuable and Other Securities owned or to be owned
upon exercise of this Warrant and all other warrants in substantially the
same form as this Warrant issued to Holder or thereafter to its Transferees
(as hereinafter defined).
1. Exercise of Warrant.
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1.1. NUMBER OF SHARES ISSUABLE UPON EXERCISE. The Holder shall be
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entitled to receive, upon exercise of this Warrant in whole in accordance with
the terms of subsection 1.2 or upon exercise of this Warrant in part in
accordance with subsection 1.3, shares of Warrant Stock, subject to adjustment
pursuant to Section 5.
1.2. FULL EXERCISE. This Warrant may be exercised in full by the
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Holder by surrender of this Warrant, with the form of subscription attached as
Exhibit A hereto (the "Subscription Form") duly executed by the Holder, to the
Company at its principal office, accompanied by payment either (a) in cash or by
personal, certified or official bank check payable to the order of the Company,
in the amount obtained by multiplying the number of shares of Warrant Stock for
which this Warrant is then exercisable by the Purchase Price then in effect or,
(b) in accordance with Section 1.4 below, or (c) the surrender to the Company of
Common Stock of the Company having an aggregate Fair Market Value (as
hereinafter defined) equal to the aggregate Purchase Price of the shares of
Warrant Stock being purchased upon such exercise.
1.3. PARTIAL EXERCISE. This Warrant may be exercised in part (but
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not for a fractional share) on an unlimited number of occasions by surrender of
this Warrant in the manner and the place provided in subsection 1.2 except that
the amount payable by the Holder on such partial exercise shall be the amounts
obtained by multiplying (a) the number of shares of Warrant Stock designate by
the Holder in the Subscription Form by (b) the Purchase Price then in effect.
The method of payment shall be as permitted in Section 1.2. On any such partial
exercise, the Company, at its expense, will forthwith issue and deliver to or
upon the order of the Holder, a new Warrant of like tenor, in the name of the
Holder hereof or as the Holder (upon payment such Holder of any applicable
transfer taxes), may request subject to compliance with applicable securities
laws, representing the number of shares of Warrant Stock for which such Warrant
may still be exercised.
1.4. CASHLESS EXERCISE. At the option of the Holder, this Warrant
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may be exercised at nay time or from time to time, in one of the following
"cashless exercise" transactions:
(a) The Holder shall have the right to exercise, in whole or in
part, the Warrants (the "Exercise Right") at any time prior to the
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Expiration Date, into shares of Common Stock in accordance with the
provisions of this paragraph by the Holder tendering the Company written
notice of exercise together with advice of the delivery of an order to a
broker to sell part or all of the shares of Common Stock underlying the
Warrants, subject to such exercise notice and irrevocable order to, and an
irrevocable commitment by, such broker to deliver to the Company (or its
transfer agents) sufficient proceeds from sale of such shares to pay
aggregate Purchase Price of such Warrants and any withholding taxes. All
documentation and procedures to be followed in connection with such
"cashless exercise" shall be approved in advance by the Company, which
approval shall expeditiously provided and not unreasonable withheld; or
(b) Upon written notice of exercise from the Holder to the Company
that the Holder is exercising this Warrant in whole or in part and as
consideration of such exercise is authorizing the Company to withhold from
issuance a number of shares of Common Stock issuable upon exercise of this
Warrant, the Company shall deliver to the Holder (without payment by the
Holder of the aggregate Purchase Price) that number of shares of Common
Stock having an aggregate Fair Market Value equal to the quotient obtained
by dividing (x) the Spread Value by (y) the Fair Market Value of one share
of Common Stock immediately prior to the exercise of the Exercise Right.
The shares withheld by the Company shall no longer be issuable under this
Warrant. The number of shares to be withheld by the Company shall be equal
to the amount of shares that would have been purchased pursuant to the
notice of exercise less the number of shares issued to the Holder in such
exercise pursuant to the notice of exercise less the number of shares
issued to the Holder in such exercise pursuant tot he above computation.
1.5. FAIR MARKET VALUE. Fair Market Value of a share of Warrant
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Stock as of a particular date (the "Determination Date") shall mean:
(a) If the Warrant Stock is traded on an exchange or is quoted on
the Nasdaq National Market or the Nasdaq SmallCap Market ("Nasdaq"), then
the average of the bid and ask prices, respectively, reported for he five
trading days immediately preceding the Determination Date.
(b) If the Warrant Stock is not traded on an exchange or on Nasdaq
but is traded in the over-the-counter market or other similar organization
(including OTC Bulletin Board), then the average of the closing bid and ask
prices reported for the five trading days immediately preceding the
Determination Date.
(c) If the Warrant Stock is not traded as provided above, then the
price determined in good faith by the Board of Directors of the Company,
provided that (1) the basis or bases of each such determination shall be
set forth in the corporate records of the Company pertaining to meetings
and other actions of such board, and (2) such records are available to the
Holder for inspection during normal business hours of the Company upon the
giving of reasonable prior notice.
1.6. COMPANY ACKNOWLEDGMENT. The Company will, at the time of the
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exercise of this Warrant, upon the request of the Holder acknowledge in writing
its continuing obligation to afford to the Holder any rights which the Holder
shall continue to be entitled after such exercise in accordance with the
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provisions of this Warrant. If the Holder shall fail to make any such request,
such failure shall not affect the continuing obligation of the Company to afford
to the Holder any such rights.
1.7. TRUSTEE FOR WARRANT HOLDERS. In the event that a bank or a
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trust company shall have been appointed as trustee for the Holder pursuant to
subsection 4.2, such bank or trust company shall have all the powers and duties
of a warrant agent appointed pursuant to Section 11 and shall accept, in its own
name for the account of the Company or such successor person as may be entitled
thereto, all amounts otherwise payable to the Company or such successor, as the
case may be, on exercise of this Warrant pursuant to this Section 1.
2. DELIVERY OF STOCK CERTIFICATED, ETC. ON EXERCISE. The Company
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agrees that the shares of Warrant Stock purchased upon exercise of this Warrant
shall be deemed to be issued to the Holder as the record owner of such shares as
of the close of business on the date on which this Warrant shall have been
surrendered and payment made for such shares as aforesaid. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three business days thereafter, the Company at its expense
(including the payment but it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the Holder, or as the Holder (upon
payment by such Holder of any applicable transfer taxes) may direct, subject to
compliance with applicable securities laws, a certificate or certificates for
the number of duly authorized and validly issued, fully paid and nonassessable
shares of Warrant Stock to which the Holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which the Holder would otherwise be
entitled, cash equal to such fraction multiplied by the then Fair Market Value
of one full share, together with any Other Securities and property (including
cash, where applicable) to which the Holder is entitled upon such exercise.
3. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK, PROPERTY, ETC.
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RECLASSIFICATION, ETC. In case at any time from time to time, the Holder of
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securities then comprising Warrant Stock shall have received, or (on or after
the record date fixed for the determination of stockholders eligible to receive)
shall be become entitled to receive, without payment therefore.
(a) additional Common Stock or Other Securities or property (other
than cash) by way of dividend, or
(b) any cash (excluding cash dividends), or
(c) additional Common Stock or Other Securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of share or similar corporate rearrangement,
other than additional shares of Warrant Stock issued as a Stock dividend or
in a stock split (adjustments in respect of which an provided for in
Section 5);
then and in each such case the Holder, on the exercise hereof as
provided in Section 1. shall be entitled to receive the amount of Common
Stock and Other Securities and property (including cash in the cases
referred to in subdivisions (b) and (c) of this Section 3) which the Holder
would hold on the date of such exercise if on the date hereof the Holder
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had been the holder of record of the number of shares of Warrant Stock
called for on the face of this Warrant and had thereafter, during the
period from the date hereof to and including the date of such exercise,
retained such shares and all such additional Common Stock and Other
Securities and property (including cash in the cases referred to in
subdivisions (b) and (c) of this Section 3} receivable by the Holder as
aforesaid during such period, giving effect to all adjustments called for
during such period by Section 4 and 5.
4. ADJUSTMENT FOR REORGANIZATION. CONSOLIDATION. MERGER ETC.
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4.1. REORGANIZATION, CONSOLIDATION, MERGER, ETC. In case at any
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time or from time to time, the Company shall (a) effect a reorganization, (b)
consolidate with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under any plan
or arrangement contemplating the dissolution of the Company, then, in each such
case, as a condition to the consummation of such a transaction, proper and
adequate provision shall be made by the Company whereby the Holder, on the
exercise hereof as provided in Section 1 at any time after the consummation of
such reorganization, consolidation or merger or the effective date of such
dissolution, as the case may be, shall receive, in lieu of the Warrant Stock
issuable on such exercise prior to such consummation or such effective date, the
Common Stock and Other Securities and property (including cash) to which the
Holder would have been entitled upon such consummation or in connection with
such dissolution, as the case may be, if the Holder had so exercised this
Warrant, immediately prior thereto, all subject to further adjustment thereafter
as provided in Sections 3 and 5.
4.2. DISSOLUTION. In the event of any dissolution of the Company
-----------
following the transfer of all or substantially all of its properties or assets
in a transaction contemplated by Section 4.1(c), the Company, simultaneously
with such dissolution, shall distribute or cause to be distributed to the Holder
the Common Stock and Other Securities and property (including cash, where
applicable) which would be receivable by the Holder if the Holder had exercised
its Warrant in full immediately prior to such dissolution, less an amount of
Common Stock, Other Securities, property and cash with a value equal to the
Purchase Price.
4.3. CONTINUATION OF TERMS. Upon any reorganization,
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consolidation, merger or transfer referred to in this Section 4. this Warrant
shall continue in full force and effect and the terms hereof shall be applicable
to the shares of Common Stock and Other Securities and property receivable on
the exercise of this Warrant after the consummation of such reorganization,
consolidation or merger, as the case may be, and shall be binding upon the
issuer of any such Common Stock or Other Securities, including, in the case of
any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided herein.
5. OTHER ADJUSTMENTS.
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5.1 EXTRAORDINARY EVENTS REGARDING WARRANT STOCK. In the event
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that the Company shall (a) issue additional shares of the Warrant Stock as a
dividend or other distribution on outstanding Warrant Stock, (b) subdivide its
outstanding shares of Warrant Stock, or (c) combine its outstanding shares of
Warrant Stock into a smaller number of shares of Warrant Stock, then, in each
such event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Warrant Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Warrant Stock outstanding immediately after such event, and the
product so obtained shall thereafter be the Purchase Price then in effect. The
Purchase Price, as so adjusted, shall be readjusted in the same manner upon the
happening of any successive event or events described herein in this Section 5.
The number of shares of Warrant Stock that the Holder shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive shall be
increased or decreased to a number determined by multiplying the number of
shares of Warrant Stock that would otherwise (but for the provisions of this
Section 5.1) be issuable upon such exercise by a traction of which (a) the
numerator is the Purchase Price that would otherwise (but for the provisions of
this Section 5.1) be in effect, and (b) the denominator is the Purchase Price in
effect on the date of such exercise.
5.2 ADJUSTMENT FOR SALE OF ADDITIONAL SHARES.
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(a) If the Company shall alter the date hereof issue any
additional shares of Common Stock of any class at a price per share less than,
the Purchase Price in effect immediately prior to such issuance or sale, then in
each such case the Purchase Price shall be reduced to an amount determined by
multiplying the Purchase Price by a fraction;
(i) the numerator of which shall be (x) the number of shares of
Common Stock of all classes outstanding (excluding treasury shares but
including Warrants, options and convertible securities, on an as-if
exercised or converted basis) immediately prior to the issuance of such
additional shares of Common Stock plus (y) the number of shares of Common
Stock which the Net Aggregate Consideration Per Share received by the
Company for the total number of such additional shares of Common Stock so
issued would purchase at the Purchase Price (prior to adjustment), and
(ii) the denominator of which shall be (x) the number of shares
of Common Stock of all classes outstanding (excluding treasury shares but
including Warrants, options and convertible securities, on an as-if
exercised or converted basis) immediately prior to the issuance of such
additional shares of Common Stock plus (y) the number of such additional
shares of Common Stock so issued.
For purposes of this paragraph 5.2, if a part or all of the
consideration received by the Company in connection with the issuance of shares
of the Common Stock at the issuance of any of the securities described in
paragraph (b) below of this paragraph 5.2 consists of property other than cash,
such consideration shall be deemed to have the same value as is recorded on the
books of the Company with respect to receipt of such property so long as such,
recorded value was determined in good faith by the Company's Board of Directors,
and shall otherwise be deemed to have a value equal to its fair market value.
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(b) For the purpose of this paragraph, 5.2, the issuance of any
warrants, options or other subscription or purchase rights with respect to
shares of Common Stock of any class and the issuance of any securities
convertible into shares of Common Stock of any class (or the issuance of any
warrants, options or any rights with. respect to such convertible securities)
shall be deemed an issuance at such time of such Common Stock if the Net
Consideration Per Share which may be received by the Company for such Common
Stock (as hereinafter determined) shall be less than the Purchase Price at the
time of such issuance and, except as hereinafter provided, an adjustment in the
Purchase Price shall be made upon each such issuance in the manner provided in
paragraph (a) of this paragraph 5.2 as if such Common Stock were issued at such
Net Consideration Per Share. No adjustment of the Purchase Price shall be made
under this paragraph 5.2 upon the issuance of any additional shares of Common
Stock which are issued pursuant to the exercise of any warrants, options or
other subscription or purchase rights or pursuant to the exercise of any
conversion or exchange rights or in any convertible securities if any adjustment
shall previously have been made upon the issuance of such warrants, options or
other rights. Any adjustment of the Purchase Price with respect to this
paragraph (b) of this paragraph 5.2 shall be disregarded if, as and when the
rights to acquire shares of Common Stock upon exercise or conversion of the
warrants, options, rights or convertible securities which gave rise to such
adjustment expire or are canceled without having been exercised, so that the
Purchase Price effective immediately upon such cancellation or expiration shall
be equal to the Purchase Price in effect immediately prior to the time of the
issuance of the expired or canceled warrants, options, rights or convertible
securities, with such additional adjustments as would have been made to that
Purchase Price had the expired or canceled warrants, options, rights or
convertible securities not been issued. In the event that the terms of any
warrant options, other subscription or purchase rights or convertible securities
previously issued by the Company are changed (whether by their terms or for any
other reason) as to change the Net Consideration Per Share payable with respect
thereto (whether or not the issuance of such warrants, options, rights or
convertible securities originally gave rise to an adjustment of the Purchase
Price), the Purchase Price shall be recomputed as of the date of such change, so
that the Purchase Price effective immediately upon such change shall be equal to
the Purchase Price in effect at the time of the issuance of the warrants,
options, rights or convertible securities subject to such change, adjusted for
the issuance thereof in accordance with the terms thereof after giving effect to
Such change, and with such additional adjustments as would have been made to
that Purchase Price had the warrants, options, rights or convertible securities
been issued on such changed terms. For purposes of this paragraph (b), the Net
Consideration Per Share which may be received by (the Company shall be
determined as follows:
(i) The Net Consideration Per Share shall mean the amount equal
to the total amount of consideration, if any, received by the Company for
the issuance of such warrants, options, rights or convertible securities,
plus the minimum amount of consideration, if any, payable to the Company
upon exercise or conversion thereof, divided by the aggregate number of
shares of Common Stock that would be issued if all such warrants, options,
subscriptions, or other purchase rights or convertible securities were
exercised or converted at such net consideration per share.
(ii) The Net Consideration Per Share which may be received by the
Company shall be determined in each instance as of the date of issuance of
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warrants, options, rights or convertible securities without giving effect
to any possible future price adjustments or rate adjustments which may be
applicable with respect to such warrants, options, rights or convertible
securities and which are contingent upon future events provided that in the
case of an adjustment to be made as a result of a change in terms of such
warrants, options, rights or convertible securities, the Net Consideration
Per Share shall be determined as of the elate of such change.
5.3 EXCEPTIONS.
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Notwithstanding any term or provision of this Section 5 to the
contrary, no adjustment to the Purchase Price of the Warrants will he made, upon
the issuance of the securities to employees upon exercise of employee stock
options, upon conversion of Series A Preferred Stock are upon issuance of
securities in connection with acquisitions.
6. CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment or
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readjustment in the shares of Warrant Stock issuable upon exercise of the
Warrants, the Company at its expense will promptly compute such adjustment or
readjustment in accordance with the terms of the Warrant and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement, as applicable, of (a) the consideration received or receivable by the
Company for any additional shares of Warrant, Stock issued or sold or deemed to
have been issued or sold, (b) the number of shares of Warrant Stock outstanding
or deemed to be outstanding, and (c) the Purchase Price and the number of shares
of Warrant Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or readjustment and as adjusted or
readjusted as provided in this Warrant. The Company will forthwith mail a copy
of each such certificate to the registered Holder at such Holder's last address
as it appears on the books of the Company.
7. RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT. The
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Company will at all times reserve and keep available, solely for issuance and
delivery upon exercise of this Warrant, such number of shares of Warrant Stock
as are issuable from time to time upon the exercise of this Warrant.
8. ASSIGNMENT; EXCHANGE OF WARRANT. Subject to compliance with
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applicable securities laws, this Warrant, and the rights evidenced hereby, may
be transferred by the Holder (the "Transferor") with respect to any or all of
the shares of Warrant Stock underlying this Warrant. On the surrender for
exchange of this Warrant, with the Transferor's endorsement in the form of
Exhibit B attached hereto (the "Transferor Endorsement Form"), to the Company,
the Company at its expense (but with payment by the Transferor of any applicable
transfer taxes) will issue and deliver to or on the order of the Transferor
thereof a new Warrant or Warrants of like tenor, in the name of the Transferor
and/or the transferee(s) specified in such Transferor Endorsement Form (each a
Transferee"), calling in the aggregate on the face or faces thereof fur the
number of shares of Warrant Stock called for on the face or faces of the Warrant
so surrendered by the Transferor. Each Transferee shall be entitled (pro rata
according to the number of shares of Warrant Stock issuable under the
Transferee's new Warrant) to those benefits accruing to the Transferor under
this Warrant prior to the date of issue of such new Warrant or Warrants.
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9. REGISTRATION RIGHTS; INDEMNIFICATION.
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9.1. REGISTRATION RIGHTS.
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(a) The Holders of this Warrant shall have unlimited "piggy back"
registration rights. During the period prior to the Expiration Date, the Company
shall advise the Holder or its transferee, by written notice at least 30 days
prior to the filing of any registration statement or post-effective amendment
thereto under the Act covering any securities of the Company, for its own
account or for the account of others (other than a registration statement on
Form S-4 or S-8 or any successor forms thereto), and will, upon the request of
the Holder, include in any such post-effective amendment or registration
statement, such information as may be required to permit a public offering of,
all or any of the Warrant Stock (the "Registrable Securities"). The Company
shall supply prospectuses and such other documents as the Holder may reasonably
request in order to facilitate the public sale or other disposition of the
Registrable Securities, use its reasonable efforts to register and qualify any
of the Registrable Securities for sale in such states as such Holder designates,
provided that the Company shall not be required to qualify as a foreign
corporation or a dealer in securities or execute a general consent to service of
process in any jurisdiction in any action, and do any and all other acts and
things which may be reasonably necessary or desirable to enable such Holders to
consummate the public sale or other disposition of the Registrable Securities
(it being understood mat the Company, in its sole discretion, has the right not
to request acceleration of effectiveness of any such registration statement),
and furnish indemnification in the manner provided in Section 9.4 hereof. The
Holder shall furnish information and indemnification as set forth in Section 9.4
except that the maximum amount which may be recovered from the Holder shall be
limited to the amount of proceeds received by the Holder from the sale of the
Registrable Securities. The Company shall use its best efforts to cause the
managing underwriter or underwriter of a proposed underwritten offering to
permit the holders of Registrable Securities requested to be included in the
registration statement. Notwithstanding the foregoing, if the managing
underwriter or underwriters of such offering advises the Company or the holders
of Registrable Securities that the total amount of securities which they intend
to include in such offering is such as to materially and adversely affect the
success of such offering, then the amount of securities to be offered for the
accounts of holders of Registrable Securities shall be eliminated, reduced, of
limited to the extent necessary to reduce the total amount of securities to be
included in such offering to the amount, if any, recommended by such managing
underwriter or underwriters and shall be subject to (i) the number of securities
which the Company proposes to offer and sell for its own account in such
offering and (ii) any other registration rights granted to other shareholders or
securityholders of the Company that are in effect on the date thereof (any such
reduction or limitation in the total amount of Registrable Securities to be
included, in such offering to be borne by the holders of Registrable Securities
proposed to be included therein pro rata). The Holder shall not be obligated to
agree to any underwriter lockup if it chooses not to exercise its registration
rights.
The Company will use its best efforts to maintain such registration
statement or post-effective amendment current, under the Act for a period of 180
days from the effective date thereof.
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(b) If the Holder shall give notice to the Company at any time
during the period prior to the Expiration Date, to the effect that such Holder
desires to register under the Act, the Registrable Securities, then the Company
will promptly, but no later than 60 days after receipt of such notice, file a
new registration statement pursuant to the Act, to the end that the Registrable
Securities may be publicly sold under the Act as promptly as practicable
thereafter and the Company will use its best efforts to cause such registration
to become and remain effective for a period of 180 days (including the taking of
such steps as are reasonably necessary to obtain the removal of any stop order);
provided that such holder shall furnish the Company with appropriate information
in connection therewith as the Company may reasonably request in writing. The
Holder may, at its option, request the filing of a new registration statement
under the Act with respect to the Registrable Securities on one occasion during
the term of this Warrant. The Holder may at its option request the registration
of any of the Registrable Securities in a registration statement made by the
Company as contemplated by Section 9.1(a) or in connection with a request made
pursuant to this Section 9.1(b) prior to acquisition of the Common Stock
issuable upon exercise of the Warrant and even though the Holder has not given
notice of exercise of the Warrant.
The Company shall supply prospectuses, and such other documents as the
Holder may reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities, use its best efforts to register and
qualify any of the Registrable Securities for sale in such states as such holder
designates, provided that the Company shall not be required to qualify as a
foreign corporation or a dealer in securities or execute a general consent to
service of process in any jurisdiction in any action, and furnish
indemnification in the manner provided in Section 9.4 hereof.
The demand registration rights granted hereunder shall expire on the
date such Registrable Securities have been sold or the date such shares may be
sold pursuant to Rule 144 without volume limitations.
For purposes of this Section 9.1(b), the term Holder shall mean the
Holders of a majority of the Warrants issued on the date hereof (in connection
with the transaction giving rise to the issuance of the Warrants).
9.2. INTENTIONALLY OMITTED.
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9.3. EXPENSES. All expenses incurred by the Company in complying with
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this Section 9, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for the Company, fees and expenses (including counsel fees) incurred
in connection with complying with state securities or "blue sky" laws, fees of
the National Association of Securities Dealers, Inc., transfer taxes, fees of
transfer agents and registrars and costs of insurance are called "Registration
Expenses." All underwriting discounts and selling commissions applicable to the
sale of Warrant Stock, including any fees and disbursements of any special
counsel to the Holder, are called "Selling Expenses."
The Company will pay all Registration Expenses in connection with the
registration statements filed under this Section 9. All Selling Expenses in
connection with each registration statement under this Section 9 shall be borne
by the Holder in proportion to the number of shares sold by the Holder relative
10
to the number of shares sold under such registration statement or as all sellers
thereunder may agree.
9.4. INDEMNIFICATION AND CONTRIBUTION.
----------------------------------
(a) In the event of a registration of any Warrant Stock under the
Securities Act pursuant to this Section 9, the Company will indemnify and
hold harmless the Holder and its officers, directors, employees, counsel
and each underwriter, if any, of such Warrant Stock thereunder and each
other person, if any, who controls such Holder or underwriter within the
meaning of the Securities Act, from and against any losses, claims, damages
or liabilities, joint or several, to which the Holder, or such underwriter
or other indemnified person may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained in any
registration statement under which such Warrant Stock was registered under
the Securities Act pursuant to this Section 9, any preliminary prospectus
or final prospectus contained therein, or any amendment or supplement
thereof, or arise out or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse the Holder,
each such underwriter and each such other indemnified person for any legal
or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or
action; provided, however, that the Company will not be liable to the
-------- ------
provider of information giving rise to any claim in any such case if and to
the extent that any such loss, claim, damage or liability arises out of or
is based upon an untrue statement or alleged untrue statement or omission
or alleged omission so made in conformity with information furnished by any
such Holder, the underwriter or any such other indemnified person about
itself in writing specifically for use in such registration statement or
prospectus; provided further that the indemnity with respect to any
preliminary prospectus shall not be applicable on account of any losses,
claims, damages, liabilities or litigation arising from the sale of such
securities to any person if the misstatement of omission was corrected in
the final prospectus related thereto but such final prospectus was not
delivered by the Holder to such person at or prior to the sale or
securities.
(b) In the event of a registration of any of the Warrant Stock
under the Securities Act pursuant to Section 9, the Holder will indemnify
and hold harmless the Company, each person, if any, who controls the
Company within the meaning of the Securities Act, each officer of the
Company who signs the registration statement, each director of the Company,
each underwriter and each person who controls any underwriter within the
meaning of the Securities Act, from and against all losses, claims, damages
or liabilities, joint or several, to which the Company or such officer,
director, underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue settlement of any material fact
contained in the registration statement under which such Warrant Stock was
registered under the Securities Act pursuant to this Section 9, any
11
preliminary prospectus or final prospectus contained therein, or any
amendment or supplement thereof, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not
misleading, and will reimburse the Company and each such officer, director,
underwriter and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action, provided; however, that
-------- -------
the Holder will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information
pertaining to such Holder, as such, furnished in writing to the Company by
such Holder specifically for use in such registration statement or
prospectus, and provided, further, however, that the liability of the
Holder hereunder shall be limited to the proportion of any such loss,
claim, damage, liability or expense which is equal to the proportion that
the public offering price of the Warrant Stock sold by the Holder under
such registration statement bears in the total public offering price of all
securities sold thereunder, but not in any event to exceed the proceeds
received by the Holder from the sale of Warrant Stock covered by such
registration statement.
(c) Promptly after receipt by an indemnified party hereunder of
notice of the commencement of any action, such indemnified party shall, if
a claim in respect thereof is to be made against the indemnifying party
hereunder, notify the indemnifying party in writing thereof, but the
omission so to notify the indemnifying party shall not relieve it from any
liability which it may have to such indemnified party other than under this
Section 9.4(c) and shall only relieve it from any liability which it may
have to such indemnified partly under this Section 9.4(c) if and to the
extent the indemnifying party is prejudiced by such omission. In case any
such action shall be brought against any indemnified party and it shall
notify the indemnifying xxxxx of the commencement thereof, the indemnifying
party shall be entitled to participate in and, to the extent it shall wish,
to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party, and, after notice from the
indemnifying party to such indemnified party of its election so to assume
and undertake the defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section 9.4(c) for any legal
expenses subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation and of
liaison with counsel so selected; provided, however, that, if the
-------- -------
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party
or if the interests of the indemnified party reasonably may be deemed to
conflict with the interests of the indemnifying party or if the
indemnifying party shall not have assumed or undertaken the defense of such
action with counsel reasonably satisfactory to such indemnified party, the
indemnified party shall have the right to select one separate
12
counsel and to assume such legal defenses and otherwise to participate in
the defense of such action, with the expenses and fees of one such separate
counsel and other expenses, related to such participation to be reimbursed
by the Indemnifying parry as incurred.
(d) In order to provide for just and equitable contribution to
joint liability under the Securities Act in any case in which either (i)
the Holder, or any controlling person of the Holder, makes a claim for
indemnification pursuant to this Section 9.4 but it is judicially
determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial
of the last right of appeal) that such indemnification may not be enforced
in such case notwithstanding the fact that this Section 9.4 provides for
indemnification in such cases, or (ii) contribution under the Securities
Act may be required on the part of the Holder or controlling person of the
Holder in circumstances for which indemnification is provided under this
Section 9.4; then, and in each such case, the Company and the Holder will
contribute to the aggregate losses, claims, damages or liabilities to which
they may be Subject (after contribution from others) in such proportion so
that the Holder is responsible for the portion represented by the
percentage that the public offering price of its securities offered by the
registration statement bears to the public offering price of all securities
offered by such registration statement, and the Company is responsible for
the remaining portion; provided, however, that, in any such case, (A) the
Holder will not be required to contribute any amount in excess of the
proceeds received by such Holder from the sale of all such securities
offered by it pursuant to such registration statement; and (B) no person or
entity guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from
any person or entity who was not guilty of such fraudulent
misrepresentation.
10. REPLACEMENT OF WARRANT. On 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 of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof a new Warrant of like tenor.
11. WARRANT AGENT. The Company may, by written notice to each Holder
--------------
of the Warrant, appoint an agent for the purpose of issuing Warrant Stock (or
Other Securities) upon exercise of this Warrant pursuant to Section 1,
exchanging this Warrant pursuant to Section 8, and replacing this Warrant
pursuant to Section 10, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.
12. TRANSFER ON THE COMPANY'S BOOKS. Until this Warrant is transferred
-------------------------------
on the books of the Company, the Company may treat the registered Holder hereof
as the absolute owner hereof for all purposes, notwithstanding any notice to
the contrary.
13. NOTICES, ETC. All notices and other communications from the
-------------
13
Company to the Holder shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by the Holder or, until the Holder furnishes to the Company an
address, then to, and at the address of, the last Holder of this Warrant who has
so furnished an address to the Company. Notices shall be deemed given 48 hours
after mailing.
14. MISCELLANEOUS. This Warrant and any term hereof may he changed,
-------------
waived, discharged or terminated, only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant shall be construed and enforced in accordance with and
governed by the laws of Nevada. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any the terms hereof.
The invalidity or unenforceability of any provision hereof shall in no way
affect the validity or enforceability of any other provision.
IN WITNESS WHEREOF, the Company has executed this Warrant under seal as of
the date first written above.
A1 XXXXXXXX.XXX, INC.
By: /s/ Xxxxx X. Xxxxx
---------------------------
Name: Xxxxx X. Xxxxx
Title: VP Admin - Ast Corp. Sec.
14
COMMON STOCK PURCHASE WARRANT
-----------------------------
THIS WARRANT REPRESENTS THE RIGHT TO PURCHASE
UP TO 3,000,0000 SHARES OF THE COMMON STOCK OF
A1 XXXXXXXX.XXX INC.
FOR VALUE RECEIVED, A1 XXXXXXXX.XXX INC., a Nevada corporation, (the company),
promises to sell and deliver to Xxxxx Xxxxxxx, 3,000,0000 shares of the Common
Stock, of par value $ 0.001, of the Company, shares upon the payment by the
Holder to the Company of the Exercise Price as set out below, in U.S. Funds and
which will be accepted subject to collection. This Warrant is issued on this
15th day of October 2001.
The Exercise Price is as follows:
$ .03 per share
TRANSFER RESTRICTION NOTICE.
This Warrant, and the securities issuable upon its exercise (in whole or part)
have not been registered under the Securities Act of 1933, as amended (the Act),
nor the securities laws of any other jurisdiction, and may not be sold,
transferred or otherwise disposed of unless:
i) an appropriate S.R.C. Registration Statement covering the Warrants and their
underlying securities is in effect; or
ii) Company counsel is satisfied that such registration is not then required and
that this Warrant and the underlying securities may be sold, transferred or
otherwise disposed of in the manner contemplated without registration under the
Act.
Holder Of Record
----------------
Xxxxx Xxxxxxx
00000 Xxxxxx Xxxxx Xxxx
Xxxxxxxxxxxx, XX 00000
SS# ###-##-####
1. WARRANT EXERCISE
----------------
The Holder shall be entitled to purchase up to 3,000,000 shares the Common Stock
of the Issuer, at any time from the date of this agreement, until the Expiration
Date.
To exercise this Warrant, in whole or in part, the Holder shall tender payment
in U.S. funds, to the Company of the Exercise Price per share, multiplied by the
number of shares bring purchased, with a properly completed Form Of Exercise,
together with this Original Warrant Agreement.
If exercise is for loss than the aforesaid shares, the Company shall issue a new
Warrant to the Holder, covering the unexercised shares, upon the same terms and
conditions hereof.
2. DEMAND REGISTRATION.
-------------------
At any time prior to the Expiration Date, the holders of a majority of the
aggregate securities issuable upon the exercise of this Warrant and all other
such Warrants which have been issued by the Company as part of the same
transaction for which this Warrant has been issued, may by written notice to the
Company, request that the Company cause a registration statement covering the
Warrant(s) and the underlying shares be filed with the Securities And Exchange
Commission, (S.E.C.) as expeditiously as possible after such notice. The Company
shall use its best efforts to cause such filing, and shall bear all of the
reasonable cost and expenses to file such registration statement with the
S.E.C, and all applicable BLUE Sky filings.
The Company shall not be obligated to file a registration statement with the
S.E.C. at a time when it would require a special financial audit he undertaken
to furnish the appropriate financial statements for such registration statement.
In lieu of a registration statement with the S.E.C., upon the Holders demand for
registration, the Company may at its option, repurchase the remaining warrants
from the Holders. In such case, the purchase price shall be that price. Per
share, which is equal to the average closing bid price for the 30 days
immediately preceding the demand for registration, minus the Exercise Price. The
Holder has no right to request that the Company take this course of action in
15
lieu of registration. This repurchase is strictly optional and the Company may
only consider this course of action if its working capital requirements allows
for the expenditure of the funds necessary to accomplish this repurchase option.
The Holder shall cooperate fully with the Company by providing all necessary and
relevant information required to effectuate a registration statement.
3. PIGGYBACK REGISTRATION
----------------------
At any time prior to the Expiration Date, should the Company file a new
registration statement under the Act covering any securities to be issued by the
Company, (other than a registration statement on Form S-8 or S-20 or any Form
which does not include substantially the same information as would he required
for the general registration of securities) the Company shall give prompt
written notice to the Holder, offering to include in such registration statement
any of the Warrants and underlying shares hereof The Company shall bear all of
the reasonable cost of such filings. The Holder must notify the Company within
twenty days of receipt of the aforesaid notice of his/her intention to
participate in this registration.
The Holder shall cooperate fully with the Company in the preparation of such
registration statement by furnishing information required for such filings. All
piggyback registration rights terminate on the Expiration Date.
4. STOCKHOLDER RIGHTS
------------------
By virtue of this Warrant, the Holder hereof is not entitled to any legal or
equitable rights, including voting rights, as a shareholder in the Company.
5. ANTI-DILUTION PROVISIONS
------------------------
The number of shares underlying this Warrant may he proportionately increased in
the event that the Company causes to be more shares as a stock dividend or other
such reclassification, or conversely, proportionately decreased if a reverse
split or other such reclassification is declared. In the event that the Company
grants shareholders the right to purchase additional shares from the proceeds of
a cash dividend, such event shall be treated as a stock dividend as relates to
the Holder's Anti-dilutive rights.
6. SUCCESSOR CORPORATION
---------------------
All rights granted to the Holder hereof shall survive any merger, consolidation,
or other business combination of the Company with another (successor) entity.
The Holder shall have the same anti-dilutive rights in such case, in the
securities of the new entity.
7. EXERCISE PRICE ADJUSTMENTS
--------------------------
Upon the occurrence of each event requiring an adjustment in the Exercise Price,
or the number of underlying shares, the Company shall give prompt written
notice, setting forth the computation used to arrive at the adjusted price or
number of underlying shares. The Company's Chief Financial Officer or the
16
Company's accountants shall make the computations. Such computations shall be
conclusive and binding upon the Holder unless written objection is given to the
Company, within fourteen days from the date of the Company's initial notice.
8. DISSOLUTION OR LIQUIDATION OF THE COMPANY
-----------------------------------------
In the event that the Company is dissolved, or otherwise liquidates a
substantial portion (i.e. 60% or more) of its assets with the intent to make a
distribution to shareholders of the proceeds there from (including the sale of
assets of a wholly-owned subsidiary) the Holder shall be entitled, after proper
exercise of the Warrants, in Whole or in part, to participate in the
distribution on the same terms and conditions as are all of the other
shareholders.
In such event, the Company shall give 30 days written notice to the Holder.
Failure of the Holder to exercise within 30 days from the date of the Company's
notice shall cause all such rights in the Warrants to terminate. The Company may
finalize the intended transaction but it may not make any shareholder
distribution during the 30-day notice period.
9. NON-ADJUSTMENT EVENTS
---------------------
It is acknowledged and agreed that no price or quantity adjustment shall be
required in the event that the Company issues shares of its common stock: a)
upon the exercise of Warrants or options granted previously to the date hereof:
b) pursuant to any stock option plan or employee benefit plan: or c) for any
purpose in connection with debt or equity offerings.
10. AVAILABLE SHARES
----------------
The Company agrees to reserve and keep available out of its authorized, and
issued capital shares, sufficient shares to cover the exercise of all of the
shares covered by this Warrant Agreement. Further, that upon issuance, such
shares shall be validly issued, fully paid and non-assessable.
11. MISCELLANEOUS
-------------
a) LOSS OF WARRANT. In the event of the loss, theft, destruction or
-----------------
mutilation of this Warrant Agreement, the Company shall execute and deliver a
new Warrant in exchange for and upon the surrender and cancellation of such
mutilated or defaced Warrant.
If the Warrant Agreement was lost or stolen, the Company may, at its
Option, as a condition to the execution and delivery of a new Warrant
Agreement, require that the Holder produce satisfactory indemnity to
the Company. The Holder may be required to post a surety bond to
protect the Company from conflicting claims.
a) RECORD OWNER. At the time this Warrant is surrendered for exercise,
-------------
17
together with the completed Form of Exercise and the monetary
consideration required, the person so exercising shall be deemed to be
the Holder of record, notwithstanding that the stock transfer books of
the Company shall then be closed, or that certificates representing
such securities shall be actually delivered to such person.
b) FRACTIONAL SHARES. No fractional shares shall be issued under any
------------------
circumstances. The Holder may elect to remit additional funds to
obtain the next full share, or the Company may reimburse the Holder
for such fractional amount. In no event shall the Company issue more
shares than were duly registered in accordance with the federal and
state securities laws, or to which an exemption there from applies.
c) NOTICES. All notices required hereunder shall be in writing, delivered
-------
by certified, registered or express mail, return receipt requested, to
the address of record, of the party being noticed. All time periods to
be determined under notice shall be so counted from the actual date of
mailing.
e) BEST EFFORTS. In the event that a registration is undertaken, the
-------------
Company agrees to use its best efforts to assure that the Warrants and
the underlying shares are included therein on a timely basis.
f) STOCK ISSUANCE TAXES. The Company shall bear full responsibility for
----------------------
payment of any federal or state stock issuance taxes, which may be
required.
g) TRANSFER RESTRICTIONS. This Warrant, and its underlying shares of
----------------------
common stock have not been registered under the Act. Accordingly, this
Warrant Agreement, including replacements, shall bear the following
legend upon its face:
TRANSFER RESTRICTION NOTICE.
This Warrant, and the securities issuable upon its exercise (in whole or in
part) have not been registered under the Securities Act of 1933, as amended (the
Act), nor the securities laws of any other jurisdiction, and may not be sold,
transferred or otherwise disposed of unless:
i) an appropriate S.E.C. Registration Statement covering the Warrants
and underlying securities is in effect; or
ii) Company counsel is satisfied that such registration is not than
required and that this Warrant and the underlying securities may be sold,
transferred or otherwise disposed of in the manner contemplated without
registration under the Act.
A duly executed and completed Form Of Assignment must accompany all
Warrants presented for transfer. Prior to the effectiveness of any future
registration statement covering this Warrant Agreement, the Company may accept
or reject such transfer attempt, based upon its counsel's opinion as to whether
or not such an event may take place in the absence of an effective registration.
18
In case of rejection, the Company shall not have any legal obligation to
effectuate such transfer.
a) ENTIRE BINDING AGREEMENT. This agreement represents the entire agreement
------------------------
between the two parties. No change, alteration, or other modification
hereof may be made except by a further written agreement, duly executed by
the parties hereto. No oral agreement or understanding, express or implied,
shall invalidate, empower or affect this written Agreement. By acceptance
of this Warrant Agreement, the Holder agrees to be bound by all of its
terms and conditions.
i) INTERPRETIVE LAW. This Warrant Agreement shall be governed by and construed
----------------
in accordance with the laws of the State of Nevada. In the event of a
controversy arising herefrom, it is agreed and consented to that
jurisdiction and venue of the courts of the State of Nevada.
j) EXPIRATION DATE. This Warrant expires at 5.00 P.M. (Eastern Time) 5 years
---------------
from the date of grant indicated above. In the event that the Holder
demands registration (paragraph 2 above) of the Warrant and the underlying
shares, this Warrant Agreement shall not terminate until the expiration of
six (6) months from the effective date of such registration, or upon the
exercise hereof, which ever occurs first. The purpose of this provision is
to assure that the Holder does not suffer the loss of the right to exercise
hereunder from a delay in the effectiveness of a registration, for any
reason.
19
IN WITNESS WHEREOF, THE Company, by its duly authorized officer has
executed this Warrant on the 15th day of October 2001.
By: /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
-------------------------------
Title: VP ADMIN & AST CORP SEC
------------------------------
Date: 10/15/01
-------------------------------
20
EXHIBIT A
FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)
TO: A1 XXXXXXXX.XXX, INC.
The undersigned, the Holder of the within Warrant, hereby irrevocably elects to
exercise this Warrant for, and to purchase thereunder, ____________ shares of
Warrant Stock of A1 XXXXXXXX.XXX, INC. and herewith makes payment of $_________
therefore by [delivery of a check in such amount] [hereby instructing A1
XXXXXXXX.XXX, INC. to deduct from the enclosed Warrant a number of shares of
Warrant Stock having an aggregate Fair Market Value equal to $______ as of the
date hereof, which amount represents the Purchase Price for the shares for which
the within Warrant is hereby exercised, and which is equal to ___ shares of
Warrant Stock], and requests that the certificates for such shares be issued in
the name of, and delivered to _______________________________ whose address is
_______________________________________________________________________________
Dated:
/s/ Xxxxx Xxxxxxx
-----------------------------------------
(Signature must conform to name of Holder as
specified on the face of the Warrant)
-----------------------------------------
(Address)
21
Exhibit B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
right represented by the within Warrant to purchase the percentage and number of
shares of Warrant Stock of A1 Xxxxxxxx.xxx, Inc. to which the within Warrant
relates specified under the headings "Percentage Transferred" and "Number
Transferred," respectively, opposite the name(s) of such person(s) and appoints
each such person Attorney to transfer its respective right on the books of A1
Xxxxxxxx.xxx, Inc. with full power of substitution in the premises.
Transferees Percentage Transferred Number
----------- ----------------------- Transferred
-----------
--------------------- ----------------------------- --------------------------
--------------------- ----------------------------- --------------------------
--------------------- ----------------------------- --------------------------
--------------------- ----------------------------- --------------------------
Dated , 200
------------------ ---------
/s/ Xxxxx Xxxxxxx
-----------------------------------------
(Signature must conform to name of Holder
As specified on the face of the Warrant)
Signed in the presence of:
----------------------------------------------
(Name)
(Address)
ACCEPTED AND AGREED:
[TRASNFEREE]
----------------------------------------------
(Address)
----------------------------------------------
22
