This Warrant Will Be Void After 5:00 PM C.S.T. On July 20, 2009 WARRANT CERTIFICATE To Purchase 100,000 Shares Of Common Stock Of FINDEX.COM, INC. - A Nevada Corporation -
Exhibit
10.3
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAW, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS SHALL
HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
IS
AVAILABLE IN CONNECTION WITH SUCH OFFER, SALE OR TRANSFER.
AN
INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK. HOLDERS MUST
RELY
ON THEIR OWN ANALYSIS OF THE INVESTMENT AND ASSESSMENT OF THE RISKS INVOLVED.
This
Warrant Will Be Void After 5:00 PM C.S.T. On July 20, 2009
WARRANT
CERTIFICATE
To
Purchase 100,000 Shares Of Common Stock Of
XXXXXX.XXX,
INC.
-
A Nevada Corporation -
This
is
to certify that, for value received, W. Xxx Xxxxxxxx (the “Holder”) is entitled
to purchase, subject to the provisions of this Warrant Certificate, from
Xxxxxx.xxx, Inc. a Nevada corporation (the “Company”), at any time up to 5:00 PM
C.S.T. on July 20, 2009, up to an aggregate of one hundred thousand (100,000)
shares of the Company’s common stock, par value $0.001 per share, (the “Common
Stock”) at a purchase price per share of 07/100 cents (USD$0.07) in currency of
the United States of America. The number of shares of Common Stock to be
received upon the exercise of the warrant reflected by this Warrant Certificate
(the “Warrant”) and the exercise price to be paid for each share of Common Stock
purchased pursuant to this Warrant may be adjusted from time to time as
hereinafter set forth. The shares of the Common Stock deliverable upon such
exercise are hereinafter sometimes referred to as “Warrant Shares,” and the
exercise price of a share of Common Stock in effect at any time and as adjusted
from time to time is hereinafter sometimes referred to as the “Exercise Price.”
1. Exercise
of Warrant.
This
Warrant may be exercised in whole or in part at any time, and from time to
time,
up to 5:00 PM C.S.T. on July 20, 2009. If the date on which the Holder’s right
to purchase Common Stock expires is a day on which national banks in the United
States of America are authorized by law to close, then that right shall expire
on the next succeeding day that is not such a day. The Holder shall exercise
all
rights to purchase Common Stock by presenting and surrendering this Warrant
Certificate to the
Company at its principal office,
located
at 00000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxx, Xxxxxxxx, 00000, together with
a
Warrant Exercise Form (in the form annexed hereto) duly executed and accompanied
by payment of the Exercise Price for the number of shares specified in such
form. If the Warrant should be exercised in part only, the Company shall, upon
surrender of this Warrant Certificate for cancellation, execute and deliver
a
new Warrant Certificate evidencing the right of the Holder to purchase the
balance of the shares purchasable hereunder. Upon receipt by the Company of
a
Warrant Exercise Form (in the form annexed hereto) duly executed and accompanied
by payment of the Exercise Price for the number of shares specified in such
form, the Holder shall be deemed to be the holder of record of that number
shares of Common Stock issuable upon such exercise, notwithstanding that
certificates representing such shares of Common Stock shall not actually have
been delivered to the Holder. As soon as practicable after each exercise of
the
Warrant, if any, the Company will deliver the shares issuable upon such exercise
to the Holder in accordance with the terms of this Warrant
Certificate.
2.
Issuance
and Delivery of Shares.
The
Company hereby represents, warrants and agrees that at all times there shall
be
reserved for authorized issuance the number of shares of Common Stock as shall
be required for issuance or delivery upon exercise of the Warrant.
3.
Fractional
Shares.
No
fractional shares or script representing fractional shares shall be issued
upon
the exercise of this Warrant. With respect to any fraction of a share called
for
upon any exercise hereof, the Company shall pay to the Holder an amount in
cash
equal to such fraction multiplied by the current market value of such fractional
share, determined as follows:
(a) If
the
Common Stock is listed on a national securities exchange or admitted to unlisted
trading privileges on such exchange, the current value shall be the last
reported sales price of the Common Stock on such exchange on the last business
day prior to the date of exercise of the Warrant, or if no such sale is made
on
such day, the average of the closing bid and asked prices for such day on such
exchange; or
(b) If
the
Common Stock is not so listed or admitted to unlisted trading privileges, the
current value shall be the mean of the last reported bid and asked prices
reported by the National Association of Securities Dealers Automated Quotation
System (“NASDAQ”), or if not so quoted on NASDAQ then by the the OTC Bulletin
Board, or, if applicable, the Pink Sheets, on the last business day prior to
the
date of the exercise of the Warrant; or
(c) If
the
Common Stock is not so listed or admitted to unlisted trading privileges and
bid
and asked prices are not so reported, the current value shall be the value
determined in such reasonable manner as may be prescribed by the Company’s board
of directors.
4. Transfer,
Assignment or Loss of Warrant Certificate.
(a) Subject
to the restrictions set forth in this Section 4, the Holder may assign this
Warrant, in whole or in part, or any interest herein.
This
Warrant and the Warrant Shares have not been filed or registered with the United
States Securities and Exchange Commission or with the securities regulatory
authority of any state. This Warrant and the Warrant Shares are subject to
restrictions imposed by federal and state securities laws and regulations on
transferability and resale and may not be transferred assigned or resold except
as permitted under the Securities Act of 1933, as amended (the “Securities Act”)
and the applicable state securities laws (the “Blue Sky Laws”), pursuant to
registration thereunder or exemption therefrom. Upon receipt by the Company
of
an
opinion of counsel satisfactory to the Company and its counsel stating that
such
transfer does not violate the Securities Act or the Blue Sky Laws,
the
Company will, at the request of the Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any,
exchange this Warrant Certificate for one or more Warrant Certificates, in
such
denominations as the Holder shall specify, registered in such name or names
as
the Holder shall designate. If, at the time of such transfer or assignment,
the
Warrant has not been registered under the Securities Act, then each such
transferee and assignee shall furnish the Company with evidence satisfactory
to
it that such transferee or assignee is acquiring such Warrant for his, her
or
its own account, for investment purposes and not with a view towards a
distribution thereof or of the Warrant Shares issuable upon its exercise. The
term “Warrant,” as used herein, includes any Warrants issued in substitution for
or replacement of this Warrant, or into which this Warrant may be divided or
exchanged.
(b) Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant Certificate and in the case of loss,
theft or destruction, of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant Certificate in the case of
mutilation, the Company will execute and deliver a new Warrant Certificate
of
like tenor and date.
(c)
The Company may
cause any legend required under the Securities Act and applicable Blue Sky
laws,
or advisable in the opinion of its legal counsel, to be set forth on each
Warrant Certificate.
5. Investment
Representations
The
Holder hereby represents and warrants to the Company as follows:
(a)
Holder
is
experienced in evaluating and investing in companies such as the Company and
is
an “accredited investor” as such term is defined in Rule 501 under the
Securities Act.
(b) Holder
is
acquiring the Warrant (and will acquire the Warrant Shares if this Warrant
is
exercised) for investment only, for his own account and not with a view to,
or
for resale in connection with, any distribution thereof, in violation of the
Securities Act. Holder understands that the Warrant (and any Warrant Shares)
to
be purchased have not been registered under the Securities Act by reason of
a
specific exemption from the registration provisions of the Securities Act which
depends upon, among other things, the bona
fide
nature
of the investment intent as expressed herein.
6. Rights
of the Holder.
The
Holder shall not, by virtue of its status as a holder of this Warrant, be
entitled to any rights of a shareholder in the Company, either at law or equity
and the rights of the Holder as the holder of this Warrant are limited to those
expressed in this Warrant Certificate.
7. Notices
to Warrantholders.
So long
as this Warrant shall remain outstanding and any portion of it shall be
unexercised, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to the holders of
Common Stock for subscription or purchase by them any shares of stock of any
class or any other rights or (iii) if any capital reorganization of the Company,
reclassification of the Company’s capital stock, consolidation or merger of the
Company with or into another corporation, sale, lease or transfer of all or
substantially all of the Company’s property and assets to another corporation,
or voluntary or involuntary dissolution, liquidation or winding up of the
Company shall be effected, then in any such case, the Company shall cause to
be
delivered to the Holder, at least ten (10) days prior to the date specified
in
(x) or (y) below, as the case may be, a notice containing a brief description
of
the proposed action and stating the date on which (x) a record is to be taken
for the purpose of such dividend, distribution or rights, or (y) such
reclassification, reorganization, consolidation, merger, conveyance, lease,
dissolution, liquidation or winding up is to take place and the date, if any
is
to be fixed, as of which the holders of record of Common Stock shall be entitled
to exchange their shares of Common Stock for securities or other property
deliverable upon such reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation or winding up.
8. Reclassification,
Reorganization or Merger.
In case
of any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company (other than a change in par value, or
from
par value to no par value, or from no par value to par value, or as a result
of
an issuance of Common Stock by way of dividend or other distribution or of
a
subdivision or combination), or in case of any consolidation or merger of the
Company with or into another corporation (other than a merger with a subsidiary
in which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale or conveyance to another corporation of the
property of the Company as an entirety or substantially as an entirety, the
Company shall cause effective provision to be made so that the Holder shall
have
the right thereafter, by exercising this Warrant, to purchase the kind and
amount of shares of stock and other securities and property receivable upon
such
classification, capital reorganization or other change, consolidation, merger,
sale or conveyance. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section 8 shall
similarly apply to successive reclassifications, capital reorganizations and
changes of shares of Common Stock and to successive consolidations, mergers,
sales or conveyances.
9. Spin-Offs.
In the
event the Company spins-off a subsidiary by distributing to the Company’s
stockholders as a dividend or otherwise the stock of the subsidiary, the Company
shall reserve for the life of the Warrant shares of the subsidiary to be
delivered to the Holders of the Warrants upon exercise to the same extent as
if
they were owners of record of the Warrant Shares on the record date for payment
of the shares of the subsidiary.
10. Miscellaneous.
(a) All
notices given under this Warrant shall be in writing, addressed to the parties
as set forth below and shall be effective on the earliest of (i) the date
received, or (ii) if given by facsimile transmittal on the date given if
transmitted before 5:00 p.m. the recipients time, otherwise it is effective
the
next day, or (iii) on the second business day after delivery to a major
international air delivery or air courier service (e.g.
Federal
Express, Airborne Express, DHL, or UPS Overnight):
If
to the Holder:
W.
Xxx Xxxxxxxx
000
Xxxx 00xx Xxxxxx, Xxxxxxxxx Xxxxx
Xxx
Xxxx, XX 00000
Att:
W. Xxx Xxxxxxxx
Facsimile
No.
______________
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If
to the Company:
XxxxXx.xxx,
Inc.
00000
Xxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx,
Xxxxxxxx 00000
Attention:
Xxxxxx
X. Xxxxxx, President /CEO
Facsimile
No.
(000) 000-0000
With
a copy (that does not constitute notice) to:
X.X.
Xxxxxxxx, PLLC
000
Xxxx 00xx
Xxxxxx, Xxxxx 0000
Xxx
Xxxx, Xxx Xxxx 00000
Facsimile
No. (000) 000-0000
Att:
Xxxxxxx X. Xxxxxxxx
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(b) This
Warrant shall be binding upon and, except for the limitations on transfer and
assignment contained in Section 4, shall inure to the benefit of the successors
in interest of the Company and the Holder, respectively.
(c) This
Warrant shall be governed by and construed in accordance with the laws of the
State of Nevada; provided,
however,
that, if
any provision of this Warrant Certificate shall be unenforceable under Nevada
law but enforceable under Nevada law, then Nevada shall govern the construction
and enforcement of that provision.
The
courts of the State of Nevada shall have exclusive jurisdiction and venue for
the adjudication of any civil action arising out of or othrwise relating to
this
Warrant, and consent to such jurisdiction and venue is hereby irrevocably
consented to.
(d) This
Warrant and any term hereof may be 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.
Dated
as
of July 20, 2006.
ATTEST:
By:
/s/ Xxxx X. Xxxxxxx
Xxxx
X. Xxxxxxx, Secretary
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XXXXXX.XXX,
INC.
A
Nevada Corporation
By:
/s/ Xxxxxx Xxxxxx
Xxxxxx
Xxxxxx, President &
Chief
Executive Officer
|
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CORPORATE
SEAL: