EXHIBIT 10.2
Replacement Class A Common Stock Purchase Warrant No. 1
THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY TO AVENTURA HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
Right to Purchase 2,351,339,181 shares of Common Stock of Aventura
Holdings, Inc. (subject to adjustment as provided herein)
REPLACEMENT CLASS A COMMON STOCK PURCHASE WARRANT NO. 1
No. 2006-002 Issue Date: October 1, 2006
WHEREAS, on May 16, 2006, Aventura Holdings, Inc., a Florida corporation
(the "Company"), issued a certain Class A Common Stock Purchase Warrant (the
"Original Warrant") to ▇▇▇▇▇▇▇ Holdings, LLC, a Michigan limited liability
company (the "Holder"), pursuant to which the Holder was granted the right,
subject to the terms set forth in the Original Warrant, to purchase a certain
number of shares of Common Stock of the Company, and
WHEREAS, the Original Warrant is exercisable in part by the Holder by delivery
of the following to the Company: (a) written notice of such partial exercise,
(b) the Original Warrant, (c) a completed Form of Subscription (as described
below) and (d) complete payment of the Purchase Price (as described below) for
the shares of Common Stock of the Company to be acquired by the Holder pursuant
to such partial exercise, and
WHEREAS, the Holder has delivered to the Company all documents that are
necessary to consummate a partial exercise of the Original Warrant for an
additional two hundred million (200,000,000) shares of Common Stock of the
Company, in exchange for an assignment to the Company of three hundred (300)
shares of common stock in Ohio Funding Group, Inc., a Michigan corporation
("Ohio Funding"), and
WHEREAS, pursuant to the Section 1.3 of the Original Warrant, the Company
is obligated, upon such partial exercise by the Holder, to issue a replacement
warrant of like tenor (this "Replacement Warrant") covering the remaining
balance of shares of Common Stock issuable to the Holder under the Original
Warrant,
THEREFORE, the undersigned parties agree as follows:
The Company hereby certifies that, for value received, the Holder, is entitled,
subject to the terms set forth below, to purchase from the Company at any time
and from time to time after the Issue Date set forth above ("Issue Date"), until
5:00 p.m., E.S.T on May 16, 2007 (the "Expiration Date"), the greater of: (a)
-----------
2,351,339,181 shares of fully paid and nonassessable shares of the Common Stock
of the Company, or (b) that number of shares of Common Stock of the Company as
shall be required for the Holder to obtain, when combined with other shares of
Common Stock of the Company then cumulatively held by the Holder, at least
fifty-one (51%) of the total fully-diluted (after giving effect to the full
exercise of all outstanding options, warrants and convertible securities) shares
of Common Stock outstanding of the
Company on the date this Replacement Warrant is fully exercised by Holder (in
either case, the "Number of Shares Offered"), at a per share purchase price
equal to "Fair Market Value," (as defined in Section 1.4 below). The
aforedescribed purchase price per share, as adjusted from time to time as herein
provided, is referred to herein as the "Purchase Price." The number and
character of such shares of Common Stock and the Purchase Price are subject to
adjustment as provided herein. Capitalized terms used and not otherwise defined
herein shall have the meanings set forth in that certain Securities Purchase
Agreement dated as of May 16, 2006, entered into by and among the Company,
▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee for the ▇▇▇▇▇ ▇▇▇▇▇ Irrevocable Trust UTD March 29,
2004, Ohio Funding Group, Inc., a Michigan corporation ("Ohio Funding") and the
Holder, or, as applicable, in that certain Securities Purchase Agreement dated
as of October 1, 2006, entered into by and among the Company, Ohio Funding and
the Holder (as applicable, the "Securities Purchase Agreement").
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Company" shall include Aventura Holdings, Inc. and any
corporation or legal entity which, with the Holder's prior written consent,
shall succeed to and assume the obligations of Aventura Holdings, Inc.
hereunder.
(b) The term "Common Stock" includes (a) the Company's Common Stock, $.0001
par value per share, as authorized on the Issue Date, and (b) any Other
Securities into which or for which any of the securities described in this
Replacement Warrant (a) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.
(c) 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 of this Replacement Warrant at any time shall be
entitled to receive, or shall have received, on the exercise of this Replacement
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 Other Securities pursuant to Section 5 or otherwise.
1. Exercise of Warrant.
---------------------
1.1. Number of Shares Issuable upon Exercise. From and after the Issue
---------------------------------------
Date through and including the Expiration Date ("Exercise Period"), the Holder
hereof shall be entitled to receive, upon exercise of this Replacement Warrant
pursuant to notice given by the Holder prior to the Expiration Date, in whole in
accordance with the terms of subsection 1.2 or upon exercise of this Replacement
Warrant in part in accordance with subsection 1.3, the number of shares of
Common Stock of the Company up to the Number of Shares Offered identified in the
notice of exercise by the Holder, subject to increase pursuant to Section 3.5
and subject to adjustment pursuant to further Section 4.
1.2. Full Exercise. This Replacement Warrant may be exercised in full upon
--------------
written notice by the Holder to the Company hereof and by delivery of an
original or facsimile copy of the form of subscription attached as Exhibit A
hereto (the "Subscription Form") duly executed by such Holder and surrender of
the Original Warrant within thirty (30) days of exercise, to the Company at its
principal office or at the office of its Warrant Agent (as provided
hereinafter), accompanied by payment in the amount obtained by multiplying the
number of shares of Common Stock for which this Replacement Warrant is then
exercisable by the Purchase Price then in effect.
1.3. Partial Exercise. This Replacement Warrant may be exercised in part
-----------------
(but not for a fractional share) upon written notice by the Holder to the
Company and by surrender of this
Replacement Warrant in the manner and at the place provided in subsection 1.2
except that the amount payable by the Holder on such partial exercise shall be
the amount obtained by multiplying (a) the number of whole shares of Common
Stock designated by the Holder in the Subscription Form by (b) the Purchase
Price then in effect. On any such partial exercise, the Company, at its
expense, will forthwith issue and deliver to or upon the order of the Holder
hereof a new warrant of like tenor, in the name of the Holder hereof or as such
Holder (upon payment by such Holder of any applicable transfer taxes) may
request, the whole number of shares of Common Stock for which such warrant may
still be exercised. For the purposes of the Securities Purchase Agreement and
any ancillary documentation, including, but not limited to, the Registration
Rights Agreement (described below in Section 9 hereof), any references to the
Original Warrant shall include this Replacement Warrant and any subsequent
replacement warrants issued in connection herewith.
1.4. Fair Market Value. Fair Market Value of a share of Common Stock shall
-------------------
mean that price being the average of the closing bid and ask prices on February
15, 2006 (the date on which the parties established the terms of the transaction
of which delivery of the Original Warrant was a component) agreed to be $.0005.
1.5. Company Acknowledgment. The Company will, at the time of the exercise
-----------------------
of this Replacement Warrant, upon the request of the Holder hereof acknowledge
in writing its continuing obligation to afford to such Holder any rights to
which such Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Replacement Warrant and the Securities
Purchase Agreement. If the Holder shall fail to make any such request, such
failure shall not affect the continuing obligation of the Company to afford to
such Holder any such rights.
1.6. Trustee for Warrant Holders. In the event that a bank or trust company
----------------------------
shall have been appointed as trustee for the Holder of this Replacement Warrant
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as hereinafter described) 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 Replacement Warrant pursuant
to this Section 1.6.
1.7 Delivery of Stock Certificates, etc. on Exercise. The Company
------------------------------------------------------
agrees that the shares of Common Stock purchased upon exercise of this
Replacement Warrant shall be deemed to be issued to the Holder hereof as the
record owner of such shares as of the close of business on the date on which
this Replacement Warrant shall have been surrendered and payment made for such
shares as aforesaid. As soon as practicable after the exercise of this
Replacement Warrant in full or in part, and in any event within three (3)
business days thereafter, the Company at its expense (including the payment by
it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the Holder hereof, or as such Holder (upon payment by such Holder
of any applicable transfer taxes) may direct in compliance with applicable
securities laws, a certificate or certificates for the number of duly and
validly issued, fully paid and nonassessable shares of Common Stock (or Other
Securities) to which such Holder shall be entitled on such exercise, plus, in
lieu of any fractional share to which such Holder would otherwise be entitled,
cash equal to such fraction multiplied by the then Fair Market Value of one full
share of Common Stock, together with any other stock or other securities and
property (including cash, where applicable) to which such Holder is entitled
upon such exercise pursuant to Section 1 or otherwise.
1.8 Termination upon Holders' Majority Position. The rights granted
----------------------------------------------
hereunder are based upon a negotiated right of the Holder to acquire, through
the purchase of Common Stock, a majority of the Common Stock of the Company. The
calculations and Number of Shares Offered are predicated upon the Holder
acquiring such majority. In the event, at any time, through exercise of this
Replacement Warrant or otherwise, including but not limited to the acquisition
of Common Stock from any other source or the cancellation of shares of Common
Stock held by any parties other than the Holder, the Holder shall hold, in their
name, in the name of affiliates or in the name of any successor or assignee of
any of the Holder, a majority of the shares of Common Stock then outstanding,
this Replacement Warrant shall immediately terminate and be of no further force
or effect and, by notice from the Company to the Holder then known to the
Company, shall be declared null and void. No additional consideration shall be
paid upon the cancellation or termination of this Replacement Warrant.
1.9 Effect on Original Warrant. The parties acknowledge that the
-----------------------------
Original Warrant is hereby superseded in all significant respects, provided,
however, that Sections 10 and 11 of the Original Warrant (pertaining to certain
agreements with the ▇▇▇▇▇ ▇▇▇▇▇ Irrevocable Trust UTD March 29, 2004), shall be
unaffected by this partial exercise and the surrender of the Original Warrant
and shall instead remain in full force and effect.
2. Cashless Exercise. This Replacement Warrant may be exercised in whole or
-----------------
in part for non-cash consideration as mutually agreed upon by the Holder and the
Company.
3. Adjustment for Reorganization, Consolidation, Merger, etc.
---------------------------------------------------------------
3.1. Reorganization, Consolidation, Merger, etc. In case at any 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 of this
Replacement Warrant, 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 Common Stock (or Other Securities) issuable on such exercise prior
to such consummation or such effective date, the stock and other securities and
property (including cash) to which such Holder would have been entitled upon
such consummation or in connection with such dissolution, as the case may be, if
such Holder had so exercised this Replacement Warrant, immediately prior
thereto, all subject to further adjustment thereafter as provided in Section 4.
3.2. Dissolution. In the event of any dissolution of the Company following
-----------
the transfer of all or substantially all of its properties or assets, the
Company, prior to such dissolution, shall at its expense deliver or cause to be
delivered the stock and other securities and property (including cash, where
applicable) receivable by the Holder of this Replacement Warrant after the
effective date of such dissolution pursuant to this Section 3 to a bank or trust
company (a "Trustee") having its principal office in Dade County, Florida, as
trustee for the Holder of this Replacement Warrant.
3.3. Continuation of Terms. Upon any reorganization, consolidation, merger
----------------------
or transfer (and any dissolution following any transfer) referred to in this
Section 3, this Replacement Warrant shall continue in full force and effect and
the terms hereof shall be applicable to the Other Securities and property
receivable on the exercise of this Replacement Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any 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 Replacement Warrant as provided in Section 4. In the
event this Replacement Warrant does not continue in full force and effect after
the consummation of the transaction described in this Section 3, then only in
such event will the Company's securities and property (including cash, where
applicable) receivable by the Holder of this Replacement Warrant be delivered to
the Trustee as contemplated by Section 3.2.
3.4 Share Issuance. Until the Expiration Date, if the Company shall issue
---------------
any Common Stock except for the permitted Issuances (as defined in the
Securities Purchase Agreement), prior to the complete exercise of this
Replacement Warrant for a consideration less than the Purchase Price that would
be in effect at the time of such issue, then, and thereafter successively upon
each such issue, the Purchase Price shall be reduced on a "full ratchet", dollar
for dollar basis to such other lower issue price. For purposes of this
adjustment, the issuance of any security or debt instrument of the Company
carrying the right to convert such security or debt instrument into Common Stock
or of any warrant, right or option to purchase Common Stock shall result in an
adjustment to the Purchase Price upon the issuance of the above-described
security, debt instrument, warrant, right, or option and again at any time upon
any subsequent issuances of shares of Common Stock upon exercise of such
conversion or purchase rights if such issuance is at a price lower than the
Purchase Price in effect upon such issuance. The reduction of the Purchase
Price described in this Section 3.4 is in addition to the other rights of the
Holder described herein and the Securities Purchase Agreement.
3.5 Right of First Refusal. In the event that the Company desires to sell
------------------------
any of its Common Stock for any consideration to any parties other than the
Holder (collectively, "Third Party Offerees"), the Company shall first give the
Holder written notice of such sale at least fifteen (15) days prior to the date
for delivery for such shares of Common Stock being offered and the Holder shall
have the right to purchase such shares of Common Stock then offered at the lower
of the Purchase Price or the price offered to such Third Party Offerees, which
purchase shall be in the same manner, as to payment and other terms, as were
offered to such Third Party Offerees. Any such purchase by the Holder shall not
be considered an exercise of this Replacement Warrant in whole or in part and
shall be considered a separate right granted by the Company to the Holder
hereunder in effect during the Exercise Period. In the event that the Holder
does not exercise the right of first refusal specified herein, the Number of
Shares Offered shall be automatically increased, without payment of additional
consideration by the Holder, by the number of shares sold to such Third Party
Offerees.
4. Extraordinary Events Regarding Common Stock. In the event that the
-----------------------------------------------
Company shall (a) issue additional shares of the Common Stock as a dividend or
other distribution on outstanding Common Stock, (b) subdivide its outstanding
shares of Common Stock, or (c) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common 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 Common Stock outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common 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 4.
The number of shares of Common Stock that the Holder of this Replacement Warrant
shall thereafter, on the exercise hereof as provided in Section 1, be entitled
to receive shall be adjusted to a number determined by multiplying the number of
shares of Common Stock that would otherwise (but for the provisions of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the Purchase Price that would otherwise (but for the provisions of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.
5. Certificate as to Adjustments. In each case of any adjustment or
--------------------------------
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of this Replacement Warrant, the Company at its expense will promptly
cause its Chief Financial Officer or other appropriate designee to compute such
adjustment or readjustment in accordance with the terms of this Replacement
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 of (a) the consideration received or receivable by
the Company for any additional shares of Common Stock (or Other Securities)
issued or sold or deemed to have been issued or sold, (b) the number of shares
of Common Stock (or Other Securities) outstanding or deemed to be outstanding,
and (c) the Purchase Price and the number of shares of Common Stock to be
received upon exercise of this Replacement Warrant, in effect immediately prior
to such adjustment or readjustment and as adjusted or readjusted as provided in
this Replacement Warrant. The Company will forthwith mail a copy of each such
certificate to the Holder of this Replacement Warrant and any Warrant Agent of
the Company (appointed pursuant to Section 11 hereof).
6. Reservation of Stock, etc. Issuable on Exercise of Replacement Warrant;
-------------------------------------------------------------------------
Financial Statements. The Company will at all times reserve and keep
--------------------
available, solely for issuance and delivery on the exercise of this Replacement
Warrant, all shares of Common Stock (or Other Securities) from time to time
issuable upon the exercise of this Replacement Warrant. This Replacement
Warrant entitles the Holder hereof to receive copies of all financial and other
information distributed or required to be distributed to the shareholders of the
Company.
7. Assignment; Exchange of Replacement Warrant. Subject to compliance with
--------------------------------------------
applicable securities laws, this Replacement Warrant, and the rights evidenced
hereby, may be transferred by any registered holder hereof (a "Transferor"). On
the surrender for exchange of this Replacement Warrant, with the Transferor's
endorsement in the form of Exhibit B attached hereto (the "Transferor
Endorsement Form") and together with an opinion of counsel reasonably
satisfactory to the Company that the transfer of this Replacement Warrant will
be in compliance with applicable securities laws, the Company at its expense,
twice, only, 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 for the
number of shares of Common Stock called for on the face or faces of this
Replacement Warrant so surrendered by the Transferor. No such transfers shall
result in a public distribution of this Replacement Warrant.
8. Replacement of Warrant. On receipt of evidence reasonably satisfactory
------------------------
to the Company of the loss, theft, destruction or mutilation of this Replacement
Warrant and, in the case of any such loss, theft or destruction of this
Replacement 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 Replacement Warrant, the
Company at its expense, twice only, will execute and deliver, in lieu thereof, a
new warrant of like tenor.
9. Registration Rights. As further inducement to the Holder to accept the
--------------------
Original Warrant, the Holder has been granted certain registration rights by the
Company with respect to all shares of Common Stock to be acquired by the Holder
pursuant to the exercise of the Original Warrant and the transactions
contemplated by the Securities Purchase Agreement. These registration rights
are set forth in the Registration Rights Agreement executed as of even date with
the Original Warrant. The terms of the Registration Rights Agreement are
incorporated herein by this reference and shall apply to any shares of Common
Stock issued pursuant to the Original Warrant, this Replacement Warrant and any
subsequent replacement warrant issued in connection herewith.
10. Board Seat Designation Rights. On the Issue Date, the Holder shall be
-------------------------------
granted one (1) additional Board seat designation right with respect to the
Board of Directors of the Company. In conjunction with each exercise of this
Replacement Warrant following the Issue Date, the Holder shall be granted one
(1) additional Board seat designation right up to a maximum of four (4) Board
seat designations upon tender, in exercise of the Replacement Warrant, of a
controlling equity position in a legal entity controlled by the Holder. As
permitted by applicable law, each Board seat designation right
will also include the right to nominate "disinterested directors". The Company
also agrees that, at no time prior to the expiration of the Exercise Period
shall the total number of directors of Aventura exceed seven (7).
11. Warrant Agent. The Company may, by written notice to the Holder of this
-------------
Replacement Warrant, appoint an agent (a "Warrant Agent") for the purpose of
issuing Common Stock (or Other Securities) on the exercise of this Replacement
Warrant pursuant to Section 1, exchanging this Replacement Warrant pursuant to
Section 7, and replacing this Replacement Warrant pursuant to Section 8, 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 Warrant Agent.
12. Transfer on the Company's Books. Until this Replacement 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. All notices, demands, requests, consents, approvals, and
-------
other communications required or permitted hereunder shall be in writing and,
unless otherwise specified herein, shall be (i) personally served, (ii)
deposited in the mail, registered or certified, return receipt requested,
postage prepaid, (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as set forth below or to such other address as such party shall have specified
most recently by written notice. Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or delivery by facsimile, with accurate confirmation generated by the
transmitting facsimile machine, at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or upon
actual receipt of such mailing, whichever shall first occur. The addresses for
such communications shall be: (i) if to the Company to: Aventura Holdings, Inc.,
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, and (ii) if to the
Holder, to the address and telecopier number listed on the Schedule A attached
to this Replacement Warrant.
14. Specific Performance. The Company acknowledges and agrees that the
---------------------
Holder will be irreparably harmed and there will be no adequate remedy at law
for a breach of this Replacement Warrant by the Company. Therefore, the Company
agrees that, in addition to any other remedies which may be available to the
Holder following such breach, the Holder shall have the right to enforce the
covenants and agreements contained in this Replacement Warrant by specific
performance, injunctive relief or by any means available to the Holder at law or
in equity.
15. Miscellaneous. This Replacement 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. This Replacement Warrant shall be construed and
enforced in accordance with and governed by the laws of Florida. Any dispute
relating to this Replacement Warrant shall be adjudicated in Dade County in the
State of Florida. The headings in this Replacement Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of 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 Replacement Warrant as of the
date first written above.
AVENTURA HOLDINGS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-----------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Its: President
EXHIBIT A
FORM OF SUBSCRIPTION
(to be signed only on exercise of Replacement Warrant)
TO: Aventura Holdings, Inc.
The undersigned Holder, pursuant to the provisions set forth in the attached
Replacement Warrant (No. 2006-002), hereby irrevocably elects to purchase
________ shares of the Common Stock covered by such Replacement Warrant.
The undersigned herewith makes payment of the Purchase Price for such shares as
provided for in such Replacement Warrant in an aggregate amount and agreed value
of $________________. Such payment shall be made pursuant to a Securities
Purchase Agreement (or similar business acquisition agreement) executed and
delivered by the Holder and the Company on the date of settlement of this
subscription.
The undersigned Holder requests that the certificates for such shares be issued
in the name of, and delivered to
_____________________________________________________ whose address is
_____________________________________________________
The undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the within Replacement
Warrant shall be made pursuant to registration of the Common Stock under the
Securities Act of 1933, as amended (the "Securities Act"), or pursuant to an
exemption from registration under the Securities Act.
(Signature must conform to name of ▇▇▇▇▇▇ as specified on the face of this
Replacement Warrant)
Dated:___________________ (Address)
EXHIBIT B
FORM OF TRANSFEROR ENDORSEMENT
(To be signed only on transfer of Replacement Warrant)
For value received, the undersigned Holder hereby sells, assigns, and
transfers unto the person(s) named below under the heading "Transferees" the
rights represented by the within Replacement Warrant to purchase the percentage
and number of shares of Common Stock of Aventura Holdings, Inc. to which the
within Replacement Warrant relates specified under the headings "Percentage
Transferred" and/or "Number Transferred," respectively, opposite the name(s) of
such person(s) and appoints _______________ attorney-in-fact to transfer its
respective right on the books of Aventura Holdings, Inc. with full power of
substitution in the premises.
Transferees Percentage Transferred Number Transferred
----------- ----------------------- -------------------
Dated: ______________, ___________
Signed in the presence of:
(Signature must conform to name of ▇▇▇▇▇▇ as specified on the face of this
Replacement Warrant)
(Name)
ACCEPTED AND AGREED:
[TRANSFEREE]
(address)
(Name)
(address)