EXHIBIT 10.20
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT"). THE HOLDER HEREOF, BY PURCHASING
THIS COMMON STOCK PURCHASE WARRANT, AGREES FOR THE BENEFIT OF THE COMPANY THAT
SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE
COMPANY, (B) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, OR
(C) IF REGISTERED UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
IN. ADDITION, A STOCK PURCHASE AGREEMENT (THE "STOCK PURCHASE AGREEMENT"), DATED
THE DATE HEREOF, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL EXECUTIVE OFFICE, CONTAINS CERTAIN ADDITIONAL AGREEMENTS AMONG THE
PARTIES, INCLUDING, WITHOUT LIMITATION, PROVISIONS WHICH LIMIT THE EXERCISE
RIGHTS OF THE HOLDER AND SPECIFY MANDATORY REDEMPTION OBLIGATIONS OF THE
COMPANY.
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CYBER PUBLIC RELATIONS, INC.
WARRANT FOR THE PURCHASE OF COMMON STOCK
100,000 Shares Rancho Cucamonga, California
THIS IS TO CERTIFY that for value received, WOOD CAPITAL ASSOCIATES
(the "Holder") is entitled at any time from the date hereof, but prior to 5:00
p.m., Rancho Cucamonga, California time on January 23, 2009, or 18 months after
the effectiveness of a Registration Statement (hereinafter defined) subsequent
to the issuance hereof, whichever is longer, subject to and upon the terms and
conditions contained herein, to purchase up to 100,000 fully paid and
non-assessable shares of the common stock, par value $0.001 per share (the
"Common Stock") of CYBER PUBLIC RELATIONS, INC., a Florida corporation (the
"Company"), at a purchase price of $1.10 per share of the Common Stock (the
"Exercise Price") such number of the shares and the Exercise Price being subject
to adjustment as provided herein.
This Warrant shall be void and of no effect and all rights hereunder
shall cease at 5:00 p.m., Rancho Cucamonga, California time on January 23, 2009,
or 18 MONTHS after the effectiveness of a Registration Statement subsequent to
the issuance hereof, whichever is longer, except to the extent theretofore
exercised; provided that in the case of the earlier dissolution of the Company,
this Warrant shall become void on the date fixed for such dissolution. As used
herein, "Registration Statement" means a registration statement filed by the
Company on Form S-I, SB-2, or S-3, or some other similar form pursuant to the
Securities Act of 1933, as amended (the "Securities Act") to register the resale
of the shares of the Common Stock upon the exercise of this Warrant.
1. REGISTRATION OF THIS WARRANT. The Company shall register this
Warrant upon records to be maintained by the Company for that purpose (the
"Warrant Register"), in the name of the record Holder hereof from time to time.
The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by notice to the contrary.
2. INVESTMENT REPRESENTATION. THE Holder by accepting this Warrant
represents that the Holder is acquiring this Warrant for its own account for
investment purposes and not with the view to any offering or distribution and
that the Holder will not sell or otherwise dispose of this Warrant or the
underlying Common Stock in violation of applicable securities laws. The Holder
acknowledges that the certificates representing any shares of the Common Stock
will bear a legend indicating that they have not been registered under the
Securities Act and may not be sold by the Holder except pursuant to an effective
Registration Statement or pursuant to an exemption from registration
requirements of the Securities Act and in accordance with federal and state
securities laws.
3. VALIDITY OF WARRANT AND ISSUANCE OF THE COMMON STOCK. The Company
represents and warrants that this Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that may be issued upon the
exercise of the rights represented by this Warrant will, when issued upon such
exercise, be duly authorized, validly issued, fully paid and nonassessable and
free from all taxes, liens and charges with respect to the issue thereof. The
Company further warrants and agrees that during the period within which the
rights
represented by this Warrant may be exercised, the Company will at all times have
authorized and reserved a sufficient number of shares of the Common Stock to
provide for the exercise of the rights represented by this Warrant.
4. REGISTRATION OF TRANSFERS AND EXCHANGE OF THIS WARRANT.
(a) Subject to compliance with the legend set forth on the face of
this Warrant, the Company shall register the transfer of any portion of this
Warrant in the Warrant Register, upon surrender of this Warrant with the Form of
Assignment attached hereto duly completed and signed, to the Company at the
office specified in this Agreement. Upon any such registration or transfer, a
new warrant to purchase the Common Stock, in substantially the form of this
Warrant (any such new warrant, a "New Warrant"), evidencing the portion of this
Warrant so transferred shall be issued to the transferee and a New Warrant
evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by
the transferee thereof shall be deemed the acceptance of such transferee of all
of the rights and obligations of the Holder.
(b) This Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in this Agreement for one or more
New Warrants, evidencing in the aggregate the right to purchase the number of
shares of the Common Stock which may then be purchased hereunder. Any such New
Warrant will be dated the date of such exchange.
5. EXERCISE OF THIS WARRANT.
(a) Upon. surrender of this Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in this Agreement, and upon payment and delivery of the
Exercise Price multiplied by the number of shares of the Common Stock that the
Holder intends to purchase hereunder, in lawful money of the United States of
America, in cash or by certified or official bank check or checks, to the
Company, all as specified by the Holder in the Form of Election to Purchase, the
Company shall promptly but in no event later than five business days after the
Date of Exercise (as defined herein) issue or cause to be issued and delivered
to or upon the written order of the Holder and in such name or names as the
Holder may designate (subject to the restrictions on transfer described in the
legend set forth on the face of this Warrant), a certificate for the shares of
the Common Stock issuable upon such exercise, with such restrictive legend as
required by the Securities Act. Any person so designated by the Holder to
receive the shares of the Common Stock shall be deemed to have become holder of
record of the Common Stock as of the Date of Exercise of this Warrant.
(b) "Date of Exercise" means the date on which the Company shall
have received (i) this Warrant (or any New Warrant, as applicable), with the
Form of Election to Purchase attached hereto (or attached to such New Warrant)
appropriately completed and duly signed, and (ii) payment of the Exercise Price
for the number of shares of the Common Stock so indicated by the Holder to be
purchased.
(c) This Warrant shall be exercisable at any time and from time to
time for such number of shares of the Common Stock as is indicated in the
attached Form of Election to Purchase. If less than all of the shares of the
Common Stock which may be purchased under this Warrant are purchased at any
time, the Company shall issue or cause to be issued, at its expense, a New
Warrant evidencing the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this Warrant.
(d) Notwithstanding anything contained herein to the contrary, the
holder of this Warrant may, at its election exercised in its sole discretion,
exercise this Warrant in whole or in part and, in lieu of making the cash
payment otherwise contemplated to be made to the Company upon such exercise in
payment of the Exercise Price, elect instead to receive upon such exercise the
"Net Number" of shares of the Common Stock determined according to the following
formula (a "Cashless Exercise"):
Net Number = (A X B) - (A X C) B
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2
For purposes of the foregoing formula:
A = the total number shares with respect
to which this Warrant is then being
exercised.
B = the last reported sale price (as
reported by Bloomberg) of the Common
Stock on the date immediately preceding
the date of the notice of exercise of
this Warrant.
C = the Exercise Price then in effect at the
time of such exercise.
Provided, however, notwithstanding anything herein contained to the
contrary, the Holder may not affect a Cashless Exercise of this Warrant until
after July 23, 2004, and thereafter so long as there is an effective
Registration Statement with respect to the shares of the Common Stock.
6. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The shares of the
Common Stock or other securities at the time issuable upon exercise of this
Warrant and the Exercise Price therefor, are subject to adjustment upon the
occurrence of the following events:
(a) ADJUSTMENT FOR STOCK SPLITS, STOCK DIVIDENDS, RECAPITALIZATIONS,
ETC; The Exercise Price of this Warrant and the number of shares of the Common
Stock or other securities at the time issuable upon the exercise of this Warrant
shall be appropriately adjusted to reflect any stock dividend, stock split,
combination of shares, reclassification, recapitalization or other similar event
affecting the number of outstanding shares of the Common Stock or other
securities of the Company.
(b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC. In
case of any consolidation or merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in which
the Company shall not be the continuing or surviving entity of such
consolidation, merger or reorganization (any such transaction being referred to
as a "Reorganization"), then, in each case, the Holder, on exercise hereof at
any time after the consummation or effective date of such Reorganization (the
"Effective Date"), shall receive, in lieu of the shares of the Common Stock or
other securities of the Company at any time issuable upon the exercise of this
Warrant prior to the Effective Date, the shares of the Common Stock and other
securities of the Company and property (including cash) to which the Holder
would have been entitled upon the Effective Date if the Holder had exercised
this Warrant immediately prior thereto (all subject to further adjustment as
provided in this Warrant).
(c) CERTIFICATE AS TO ADJUSTMENTS. In case of any adjustment or
readjustment in the price or kind of securities issuable on the exercise of this
Warrant, the Company will promptly give written notice thereof to the Holder in
the FORM of a certificate, certified and confirmed by the Board of Directors of
the Company, setting forth such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.
7. FRACTIONAL SHARES. The Company shall not be required to issue or
cause to be issued fractional shares of the Common Stock on the exercise of this
Warrant. The number of full shares of the Common Stock that shall be issuable
upon the exercise of this Warrant shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this
Warrant so presented. If any fraction of shares of the Common Stock would,
except for the provisions of this Paragraph, be issuable on the exercise of this
Warrant, the Company shall, at its option, (a) pay an amount in cash equal to
the Exercise Price multiplied by such fraction or (b) round the number of shares
of the Common Stock issuable, up to the next whole number.
8. NOTICE. All notices and other communications hereunder shall be in
writing and shall be deemed to have been given (a) on the date they are
delivered if delivered in person; (b) on the date initially received if
delivered by facsimile transmission followed BY registered or certified mail
confirmation; (c) on the date delivered
by an overnight courier service; or (d) on the third business day after it is
mailed by registered or certified mail, return receipt requested with postage
and other fees prepaid, if to the Company addressed to Xx. Xxxxxx X. Xxxxxxxxx
at 0000 Xxxxxxxxx Xxxxxx, Xxxxxx Xxxxxxxxx, Xxxxxxxxxx 00000, with a copy to
Xxxxxx X. Xxxxxxxx, Esq. at 000 Xxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000,
and if to the Holder addressed to Wood Capital Associates
at________________________________. Any party hereto may change its address upon
10 days' written notice to any other party hereto.
9. MISCELLANEOUS.
(a) This Warrant shall be binding on and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. This
Warrant may be amended only in writing and signed by the Company and the Holder.
(b) Nothing in this Warrant shall be construed to give to any person
or corporation other than the Company and the Holder any legal or equitable
right, remedy or cause of action under this Warrant, This Warrant shalt be for
the sole and exclusive benefit of the Company and the Holder.
(c) This Warrant shall be governed by and construed in accordance
with the laws of the State of California, without regard to any conflicts of
laws provisions thereof. Each party hereby irrevocably submits to the personal
jurisdiction of the United States District Court for the Central District of
California, as well as of the Superior Courts of the State of California in
Riverside County, California over any suit, action or proceeding arising out of
or relating to this Agreement. Each party hereby irrevocably waives, to the
fullest extent permitted by law, any objection which it may now or hereafter
have to the laying of the venue of any such mediation, arbitration, suit, action
or proceeding brought in any such county and any claim that any such mediation,
arbitration, suit, action or proceeding brought in such county has been brought
in an inconvenient forum.
(d) The headings herein are for convenience only, do not constitute
a part of this Warrant and shall not be deemed to limit or affect any of the
provisions hereof.
(e) In case any one or more of the provisions of this Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this Warrant shall not in any way be
affected or impaired thereby and the parties will attempt in good faith to agree
upon a valid and enforceable provision which shall be a commercially reasonably
substitute therefore, and upon so agreeing, shall incorporate such substitute
provision in this Warrant.
(f) The Holder shall not, by virtue hereof, be entitled to any
voting or other rights of a shareholder of the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant.
(g) In the event of any conflict between the terms of this Warrant
or the Stock Purchase Agreement dated January 21, 2004 by and between the
Company and Xxxxxx Partners LP, as amended, the terms of the Stock Purchase
Agreement shall control.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by the authorized officer as of the date first above stated.
CYBER PUBLIC RELATIONS, INC.
By
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Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
FORM OF ELECTION TO PURCHASE
(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)
To: Cyber Public Relations, Inc.
In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase _______ shares
of the Common Stock (the "Common Stock"), $0.001 par value, of Cyber Public
Relations, Inc. and encloses this Warrant and $_______ for each share of the
Common Stock being purchased or an aggregate of $_______ in cash or certified or
official bank check or checks, which sum represents the aggregate Exercise Price
(as defined in the Warrant) together with any applicable taxes payable by the
undersigned pursuant to the Warrant.
The undersigned requests that certificates for the shares of the Common
Stock issuable upon this exercise be issued in the name of:
_______________________________
_______________________________
_______________________________
(Please print name and address)
____________________________________________________________
(Please insert Social Security OR Tax Identification Number)
If the number of shares of the Common Stock issuable upon this exercise
shall not be all of the shares of the Common Stock which the undersigned is
entitled to purchase in accordance with the enclosed Warrant, the undersigned
requests that a New Warrant (as defined in the Warrant) evidencing the right to
purchase the shares of the Common Stock not issuable pursuant to the exercise
evidenced hereby be issued in the name of and delivered to:
_______________________________
_______________________________
_______________________________
(Please print name and address)
Dated: Name of Holder:
(Print)
By___________________________________
Name_________________________________
Title________________________________
Signature must conform in all respects
to name of Holder as specified on the
face of the Warrant
