EXHIBIT 10.39
THIS WARRANT HAS NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION (THE "COMMISSION") OR THE SECURITIES COMMISSION OF ANY STATE
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"). THIS DEBENTURE SHALL
NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE
WARRANT IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
THIS WARRANT MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS, OR IN A TRANSACTION WHICH IS EXEMPT FROM REGISTRATION
UNDER THE PROVISIONS OF THE 1933 ACT AND UNDER PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS; AND IN THE CASE OF AN EXEMPTION.
SPORTSPRIZE ENTERTAINMENT INC.
WARRANT TO PURCHASE SHARES OF COMMON STOCK
For value received, _______________ at X.X. Xxx X-0000 (X-00), Xxxx Xxx
Shopping Center, Nassau, Bahamas, its successors or assigns ("Holder"), is
entitled to purchase from SPORTSPRIZE ENTERTAINMENT INC., a Nevada corporation
(the "Company"), the principal office of which is located at 00000 Xxxxxxxxxx
Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, up to ___________ fully paid
and nonassessable shares of the Company's common stock or such greater or lesser
number of such shares as may be determined by application of the anti-dilution
provisions of this warrant, at the price of $1.275 per share, subject to
adjustments as noted below (the "Warrant Exercise Price").
This warrant may be exercised by Holder at any time or from time to time
prior to the close of business on May 30, 2002.
This warrant is subject to the following terms and conditions:
1. Exercise. The rights represented by this warrant may be exercised by the
Holder, in whole or in part, by written election, in the form set forth below,
by the surrender of this warrant (properly endorsed if required) at the
principal office of the Company, by payment to it by cash, certified check or
bank draft of the Warrant Exercise Price for the shares to be purchased. The
shares so purchased shall be deemed to be issued as of the close of business on
the date on which this warrant has been exercised by payment to the Company of
the Warrant Exercise Price. Certificates for the shares of stock so purchased,
bearing an appropriate restrictive legend, shall be delivered to the Holder
within 10 days after the rights represented by this warrant shall have been so
exercised, and, unless this warrant has expired, a new warrant representing the
number of shares, if any, with respect to which this warrant has not been
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exercised shall also be delivered to the Holder hereof within such time. No
fractional shares shall be issued upon the exercise of this warrant.
2. Shares. All shares that may be issued upon the exercise of the rights
represented by this warrant shall, upon issuance, be duly authorized and issued,
fully paid and nonassessable shares. During the period within which the rights
represented by this warrant may be exercised, the Company shall at all times
have authorized and reserved for the purpose of issue or transfer upon exercise
of the subscription rights evidenced by this warrant a sufficient number of
shares of its common stock to provide for the exercise of the rights represented
by this warrant.
The share certificates evidencing the common stock shall bear the following
restrictive legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED ("SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM REGISTRATION UNDER THE
FOREGOING LAWS. ACCORDINGLY, THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF UNLESS (i) PURSUANT TO AN EFFECTIVE REGISTRATION
UNDER THE SECURITIES ACT OR (ii) IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE SECURITIES ACT AND UNDER PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS. HEDGING TRANSACTIONS RELATED TO THESE SECURITIES ARE
PROHIBITED UNLESS CONDUCTED IN COMPLIANCE WITH THE SECURITIES ACT.
3. Adjustment. The Warrant Exercise Price shall be subject to adjustment
from time to time as hereinafter provided in this Section 3:
(a) If the Company at any time divides the outstanding shares of its
common stock into a greater number of shares (whether pursuant to a stock
split, stock dividend or otherwise), and conversely, if the outstanding
shares of its common stock are combined into a smaller number of shares,
the Warrant Exercise Price in effect immediately prior to such division or
combination shall be proportionately adjusted to reflect the reduction or
increase in the value of each such common share.
(b) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its assets
to another corporation shall be effected in such a way that holders of the
Company's common stock shall be entitled to receive stock, securities or
assets with respect to or in exchange for such common stock, then, as a
condition of such reorganization, reclassification, consolidation, merger
or sale, the Holder shall have the right to purchase and receive upon the
basis and upon the terms and conditions specified in this warrant and in
lieu of the shares of the common stock of the Company immediately
theretofore purchasable and receivable upon the exercise of the
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rights represented hereby, such shares of stock, other securities or assets
as would have been issued or delivered to the Holder if Holder had
exercised this warrant and had received such shares of common stock
immediately prior to such reorganization, reclassification, consolidation,
merger or sale. The Company shall not effect any such consolidation, merger
or sale unless prior to the consummation thereof the successor corporation
(if other than the Company) resulting from such consolidation or merger or
the corporation purchasing such assets shall assume by written instrument
executed and mailed to the Holder at the last address of the Holder
appearing on the books of the Company the obligation to deliver to the
Holder such shares of stock, securities or assets as, in accordance with
the foregoing provisions, the Holder may be entitled to purchase.
(c) If the Company takes any other action, or if any other event
occurs, which does not come within the scope of the provisions of Section
3(a) or 3(b), but which should result in an adjustment in the Warrant
Exercise Price and/or the number of shares subject to this warrant in order
to fairly protect the purchase rights of the Holder, an appropriate
adjustment in such purchase rights shall be made by the Company.
(d) Upon each adjustment of the Warrant Exercise Price, the Holder
shall thereafter be entitled to purchase, at the Warrant Exercise Price
resulting from such adjustment, the number of shares obtained by
multiplying the Warrant Exercise Price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto immediately
prior to such adjustment and dividing the product thereof by the Warrant
Exercise Price resulting from such adjustment.
(e) Upon any adjustment of the Warrant Exercise Price, the Company
shall give written notice thereof to the Holder stating the Warrant
Exercise Price resulting from such adjustment and the increase or decrease,
if any, in the number of shares purchasable at such price upon the exercise
of this warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
4. No Rights as Shareholder. This warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.
5. Transfer. This warrant and all rights hereunder are transferable, in
whole or in part, at the principal office of the Company by the holder hereof in
person or by duly authorized attorney, upon surrender of this warrant properly
endorsed. The bearer of this warrant, when endorsed, may be treated by the
Company and all other persons dealing with this warrant as the absolute owner
hereof for any purpose and as the person entitled to exercise the rights
represented by this warrant, or to the transfer hereof on the books of the
Company, any notice to the contrary notwithstanding; but until such transfer on
such books, the Company may treat the registered owner hereof as the owner for
all purposes.
6. Notices. All demands and notices to be given hereunder shall be
delivered or sent by first class mail, postage prepaid; in the case of the
Company, addressed to its corporate headquarters, located at 00000 Xxxxxxxxxx
Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000, until a new address shall have
been substituted by like notice; and in the case of Holder,
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addressed to Holder at the address written below, until a new address shall have
been substituted by like notice.
IN WITNESS WHEREOF, the Company has caused this warrant to be executed and
delivered by a duly authorized officer.
Dated: May 30, 2000
SPORTSPRIZE ENTERTAINMENT INC.
By: ------------------------------
Name: ----------------------------
Title: ---------------------------
Holder:
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WARRANT EXERCISE
(To be signed only upon exercise of this warrant)
The undersigned, the Holder of the foregoing warrant, hereby irrevocably elects
to exercise the purchase right represented by such warrant for, and to purchase
thereunder, __________ shares of common stock of SportsPrize Entertainment Inc.,
to which such warrant relates and herewith makes payment of $__________ therefor
in cash, certified check or bank draft and requests that the certificates for
such shares be issued in the name of, and be delivered to ____________________,
whose address is set forth below the signature of the undersigned.
Dated: ---------------------
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Signature
If shares are to be issued other than to Holder: Social Security No. /
(Name/Address) Tax Identification No.
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WARRANT ASSIGNMENT
(To be signed only upon transfer of this warrant)
For value received, the undersigned hereby sells, assigns and transfers unto
_______________ the right represented by the foregoing warrant to purchase the
shares of common stock of SportsPrize Entertainment Inc. and appoints
____________________ attorney to transfer such right on the books of SportsPrize
Entertainment Inc., with full power of substitution in the premises.
Dated: ---------------------
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Signature
If shares are to be issued other than to Holder: Social Security No. /
(Name/Address) Tax Identification No.
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