WARRANT NO. 5 RIGHT TO PURCHASE
400,000 Shares
CORE SYSTEMS, INC.
a Nevada corporation
WARRANT TO PURCHASE COMMON STOCK
Registered Owner: Brunswick Ltd.
=====================================================================
FOR VALUE RECEIVED, Core Systems, Inc., a Nevada corporation (the "Corporation")
grants the following rights to the above-named registered owner of this WARRANT:
(a) Issue. Upon tender to the Corporation (as defined in paragraph (e)
hereof), the Corporation shall issue to the registered owner hereof the number
of fully paid and nonassessable shares of Common Stock of the Corporation (the
"Stock") specified in paragraph (b) hereof that the registered owner is
otherwise entitled to purchase.
(b) Number of Shares. The number of shares of Stock that the registered
owner of this Warrant is entitled to receive upon exercise of this Warrant is
400,000 shares. The Corporation shall at all times reserve and hold available
sufficient Stock to satisfy all conversion and purchase rights represented by
outstanding convertible securities, options and warrants, including this
Warrant. The Corporation covenants and agrees that all Stock that may be issued
upon the exercise of this Warrant shall, upon issuance, be duly and validly
issued, fully paid and nonassessable, and free from all taxes, liens and charges
with respect to the purchase and the issuance of the Stock.
(c) Exercise Price. The exercise price of this Warrant, the price at which
the shares of Stock purchasable upon exercise of this Warrant may be purchased,
is $0.25 per share (the "Exercise Price").
(d) Exercise Period. This Warrant may only be exercised on or before a day
that is two (2) years after the date of issuance of this Warrant ("Exercise
Period"). If not exercised during this period, this Warrant and all rights
granted under this Warrant shall expire and lapse.
(e) Tender. The exercise of this Warrant must be accomplished by actual
delivery of the Exercise Price in cash, certified check or official bank draft
in lawful money of the United States of America, and by actual delivery of a
duly exercised form, a copy of which is attached to this Warrant as Exhibit "A",
properly executed by the registered owner of this Warrant, and by surrender of
this Warrant. The payment and exercised form must be delivered, personally or by
mail, to the offices of the Corporation at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇, or at the Corporation's then-current
address. Documents sent by mail shall be deemed delivered when received by the
Corporation.
(f) Legend. The shares of Stock (or the shares into which the Stock has
been changed or converted) purchased upon the exercise of this Warrant
("Restricted Stock") or purchasable upon exercise of this Warrant ("Underlying
Stock") shall not be transferable except upon conditions stated below, which are
intended to insure compliance with federal and state
securities laws. The certificates representing these shares of Stock, unless the
same are registered prior to exercise of this Warrant, shall be stamped or
otherwise imprinted with a legend in substantially the following form:
"The securities represented by this Certificate have not been registered
under the Securities Act of 1933, as amended, or the securities laws of
any state. The securities have been acquired for investment and may not be
sold, offered for sale or transferred in the absence of an effective
registration under the Securities Act of 1933, as amended, and any
applicable state securities laws or an opinion of counsel satisfactory in
form and substance to counsel for the Corporation that the transaction
shall not result in a violation of state or federal securities laws."
(g) Adjustment of and Changes in the Shares.
1. Adjustments. If prior to exercise of this Warrant: (i) the shares of
Underlying Stock are changed into a different number of shares by
reason of reorganization, recapitalization, combination of shares,
stock split, reverse stock split or reclassification; (ii) the
Corporation declares and pays a stock dividend on the Stock; or
(iii) the Corporation's Stock is changed into or exchanged for a
different type of security due to any reorganization,
recapitalization, reclassification or similar event, the Corporation
shall make appropriate adjustments in the number of shares or kind
of securities which you may purchase upon exercise of this Warrant
so that your proportionate shareholding interest in the Corporation
represented by the unexercised portion of this Warrant shall be
maintained as before the event. Adjustments in this Warrant shall be
made without change to the total price of the unexercised portion of
this Warrant and with a corresponding adjustment in the Warrant
price per share.
2. No Additional Rights. No issuance by the Corporation of shares of
stock of any class or securities convertible into shares of any
class, or the conversion of such securities into shares of any class
of stock, shall affect the number or price of shares subject to this
Warrant, and no adjustment by reason thereof shall be made.
3. No Limitation on Corporation's Rights. Nothing herein shall affect
in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its
capital or business structure or to merge, consolidate, dissolve,
liquidate, sell or transfer all or any part of its business or
assets.
IN WITNESS WHEREOF, the Corporation has signed this Warrant by its duly
authorized officers this 15th day of March, 2000.
Core Systems, Inc.
CORPORATE SEAL
By: /s/ ▇▇▇ ▇▇▇▇▇▇
-------------------------------
Title: President
-2-
EXHIBIT A
(To be completed by the holder of the warrant to which this exhibit is attached
to exercise the warrant and to purchase the stock purchasable upon exercise of
the warrant.)
CORE SYSTEMS, INC.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇
The undersigned hereby; (1) irrevocably subscribes for and offers to purchase
(______________) shares of Common Stock of Core Systems, Inc., pursuant to the
warrant to which this exhibit is attached; (2) encloses payment of Dollars
($________) for these shares at a price of twenty five cents ($0.25) per share;
and (3) requests that a certificate for the shares be issued in the name of the
undersigned and delivered to the undersigned at the address specified below.
Date:
--------------------------- ------------------------------------
(Registered Warrant Owner)
BY:
---------------------------------
ITS:
--------------------------------
------------------------------------
(Address of Warrant Owner)
-3-
