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.
CYBER PUBLIC RELATIONS, INC.
A WARRANT FOR THE PURCHASE OF COMMON STOCK
1,500,000 Shares Rancho Cucamonga, California
THIS IS TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of even date herewith executed by the parries hereto (the "Stock Purchase
Agreement"), for value received, XXXXXX PARTNERS LP (the "Holder") is entitled
at any time from the date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California time on January __, 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 1,500,000 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
$1.00 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 A 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 __, 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 A 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-l, SB-2, or S-3, or some other similar form pursuant to the
Securities Act of 1933, as amended (the "1933 Act") to register the resale of
the shares of th Common Stock upon the exercise of this A Warrant
1. Registration of this A Warrant. The Company shall register this A
----------------------------------
Warrant upon records to be maintained by the Company for that purpose (the "A
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 A 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 A Warrant
--------------------------
represents that the Holder is acquiring this A Warrant for its own account or
the account of an affiliate 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 A 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 1933 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 1933 Act and in accordance with federal and
state securities laws.
3. Validity of A Warrant and Issuance of the Common Stock. The Company
---------------------------------------------------------
represents and warrants that this A 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 A Warrant will, when issued upon such
exercise,
1
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 A 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 A Warrant.
4. Registration of Transfers and Exchange of this A Warrant.
--------------------------------------------------------
(a) Subject to compliance with the legend set forth on the face of
this A Warrant, the Company shall register the transfer of any portion of this A
Warrant in the A Warrant Register, upon surrender of this A Warrant with the
Form of Assignment attached hereto duly completed and signed, to the Company at
the office specified in or pursuant to Paragraph 9 hereof. Upon any such
registration or transfer, a new warrant to purchase the Common Stock, in
substantially the form of this A Warrant (any such new warrant, a "New A
Warrant"), evidencing the portion of this A Warrant so transferred shall be
issued to the transferee and a New A Warrant evidencing the remaining portion of
this A Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New A 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 A Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Paragraph 9 for
one or more New A 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 A Warrant will be dated the date of such exchange.
5. Exercise of this A Warrant.
--------------------------
(a) Upon surrender of this A Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Paragraph 9 hereof, 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 hut 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 A Warrant), a certificate for the shares of
the Common Stock issuable upon such exercise, with such restrictive legend as
required by the 1933 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 A Warrant.
(b) "Date of Exercise" means the date on which the Company shall have
received (i) this A Warrant (or any New A Warrant, as applicable), with the Form
of Election to Purchase attached hereto (or attached to such New A 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 A 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 A Warrant are purchased at any
time, the Company shall issue or cause to be issued, at its expense, a New A
Warrant evidencing the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this A Warrant.
(d) Notwithstanding anything contained herein to the contrary, the
holder of this A Warrant may, at its election exercised in its sole discretion,
exercise this A 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"):
2
Net Number = (A x B) - (A x C)
-----------------
B
For purposes of the foregoing formula:
A = the total number shares with respect to which this A 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 A 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 A Warrant until
after July __, 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 A
Warrant and the Exercise Price therefor, are subject to adjustment upon the
occurrence of the following events:
(a) Adjustment of the Exercise Price due to EBIT. The Exercise Price
---------------------------------------------
will be adjusted on a sliding scale if the earnings before interest and taxes
("EBIT") of the Company, not including any non recurring gains or losses, is
less than $3,000,000 for the fiscal year of the Company ending September 30,
2004 (the "Adjustment Date") as hereinafter described. If the EBIT of the
Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price
will be $0.25 per share of the Common Stock. If the EBIT of the Company is less
than $3,000,000 but more than $2,000,000 as of the Adjustment Date, then the
Exercise Price will equal $1.00 - [$.75 x ($3,000,000-E)/$ 1,000,000], where E
is the actual EBIT as of Adjustment Date. For example, if EBIT is $2,500,000,
the Exercise Price will be $1.00 - [S.75 x ($3,000,000-$2,500,000)/$l,000,000],
or $0.63. In no event will the Exercise Price be less than $0.25 per share of
the Common Stock.
(b) Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
-----------------------------------------------------------------
Etc. The Exercise Price of this A Warrant and the number of shares of the Common
---
Stock or other securities at the time issuable upon the exercise of this A
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.
(c) 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 A
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 A Warrant immediately prior thereto (all subject to further adjustment as
provided in this A Warrant).
(d) Certificate as to Adjustments. In case of any adjustment or
--------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
A 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.
3
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 A
Warrant. The number of full shares of the Common Stock that shall be issuable
upon the exercise of this A Warrant shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this A
Warrant so presented. If any fraction of shares of the for the provisions of
this Paragraph 8, be issuable on the exercise of this A 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 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 Mr. Xxxxxx
Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any party
hereto may change its address upon 10 days' written notice to any other party
hereto.
9. Miscellaneous.
-------------
(a) This A Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This A
Warrant may be amended only in writing and signed by the Company and the Holder.
(b) Nothing in this A 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 A Warrant. This A Warrant
shall be for the sole and exclusive benefit of the Company and the Holder.
(c) This A 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 A 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 A Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this A 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 A 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 A Warrant.
(g) In the event of any conflict between the terms of this A Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.
4
IN WITNESS WHEREOF, the Company has caused this A Warrant to be duly
executed by the officer as of the date first above stated.
CYBER PUBLIC RELATIONS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
5
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.
CYBER PUBLIC RELATIONS, INC.
B WARRANT FOR THE PURCHASE OF COMMON STOCK
1,650,000 Shares Rancho Cucamonga, California
THIS IS TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of even date herewith executed by the parties hereto (the "Stock Purchase
Agreement"), for value received, XXXXXX PARTNERS LP (the "Holder") is entitled
at any time from the date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California time on January __, 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 1,650,000 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
$1.00 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 B 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 __, 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 B 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-l, SB-2, or S-3, or some other similar form pursuant to the
Securities Act of 1933, as amended (the "1933 Act") to register the resale of
the shares of the Common Stock upon the exercise of this B Warrant.
1. Registration of this B Warrant. The Company shall register this B
----------------------------------
Warrant upon records to be maintained by the Company for that purpose (the "B
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 B 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 B Warrant
--------------------------
represents that the Holder is acquiring this B Warrant for its own account or
the account of an affiliate 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 B 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 1933 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 1933 Act and in accordance with federal and
state securities laws.
3. Validity of B Warrant and Issuance of the Common Stock. The Company
---------------------------------------------------------
represents and warrants that this B 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 B Warrant will, when issued upon such
exercise, be
1
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 B 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 B Warrant.
4. Registration of Transfers and Exchange of this B Warrant.
--------------------------------------------------------
(a) Subject to compliance with the legend set forth on the face of
this B Warrant, the Company shall register the transfer of any portion of this B
Warrant in the B Warrant Register, upon surrender of this B Warrant with the
Form of Assignment attached hereto duly completed and signed, to the Company at
the office specified in or pursuant to Paragraph 9 hereof. Upon any such
registration or transfer, a new warrant to purchase the Common Stock, in
substantially the form of this B Warrant (any such new warrant, a "New B
Warrant"), evidencing the portion of this B Warrant so transferred shall be
issued to the transferee and a New B Warrant evidencing the remaining portion of
this B Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New B 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 B Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Paragraph 9 for
one or more New B 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 B Warrant will be dated the date of such exchange.
5. Exercise of this B Warrant.
--------------------------
(a) Upon surrender of this B Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Paragraph 9 hereof, 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 B Warrant), a certificate for the shares of
the Common Stock issuable upon such exercise, with such restrictive legend as
required by the 1933 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 B Warrant.
(b) "Date of Exercise" means the date on which the Company shall have
received (i) this B Warrant (or any New B Warrant, as applicable), with the Form
of Election to Purchase attached hereto (or attached to such New B 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 B 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 B Warrant are purchased at any
time, the Company shall issue or cause to be issued, at its expense, a New B
Warrant evidencing the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this B Warrant.
(d) Notwithstanding anything contained herein to the contrary, the
holder of this B Warrant may, at its election exercised in its sole discretion,
exercise this B 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"):
2
Net Number = (A x B) - (A x C)
-----------------
B
For purposes of the foregoing formula:
A = the total number shares with respect to which this A 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 A 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 B Warrant until
after July __, 2004, and thereafter so long as there is an effective
Registration Statement with respect to the shares of the Common Stock.
6. Call by the Company. In the event that the closing price of the
----------------------
Common Stock as listed on a nationally public securities market is $1.75 or more
for a period of 20 consecutive trading days and the Registration Statement for
the Common Stock is effective for such 20 consecutive trading days, the Company
may call this B Warrant upon 30 days notice and pay to the Holder the sum of
$0.001 per share of the Common Stock covered by this B Warrant, for all such
shares not purchased under the exercise provisions at the expiration of the 30
days notice period.
7. 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 B
Warrant and the Exercise Price therefor, are subject to adjustment upon the
occurrence of the following events:
(a) Adjustment of the Exercise Price due to EBIT. The Exercise Price
---------------------------------------------
will be adjusted on a sliding scale if the earnings before interest and taxes
("EBIT") of the Company, not including any non recurring gains or losses, is
less than $3,000,000 for the fiscal year of the Company ending September 30,
2004 (the "Adjustment Date") as hereinafter described. If the EBIT of the
Company is $2,000,000 or less as of the Adjustment Date, then the Exercise Price
will be $0.25 per share of the Common Stock. If the EBIT of the Company is
less than $3,000,000 but more than $2,000,000 as of the Adjustment Date, then
the Exercise Price will equal $l.00 - [$.75 x ($3,000,000-E)/$l,000,000], where
E is the actual EBIT as of Adjustment Date. For example, if EBIT is $2,500,000,
the Exercise Price will be $1.00 - [$.75 x ($3,000,000-$2,500,000)/$1,000,000],
or $0.63. In no event will the Exercise Price be less than $0.25 per share of
the Common Stock.
(b) Adjustment for Stock Splits, Stock Dividends, Recapitalizations,
-----------------------------------------------------------------
Etc. The Exercise Price of this B Warrant and the number of shares of the Common
---
Stock or other securities at the time issuable upon the exercise of this B
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.
(c) 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 B
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 we Effective Date
3
if the Holder had exercised this B Warrant immediately prior thereto (all
subject to further adjustment as provided in this B Warrant).
(d) Certificate as to Adjustments. In case of any adjustment or
--------------------------------
readjustment in the price or kind of securities issuable on the exercise of this
B 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 adjustment or readjustment is based.
8. 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 B
Warrant. The number of full shares of the Common Stock that shall be issuable
upon the exercise of this B Warrant shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this B
Warrant so presented. If any fraction of shares of the Common Stock would,
except for the provisions of this Paragraph 8, be issuable on the exercise of
this B 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.
9. 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 Mr. Xxxxxx
Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any party
hereto may change its address upon 10 days' written notice to any other party
hereto.
10. Miscellaneous.
-------------
(a) This B Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This B
Warrant may be amended only in writing and signed by the Company and the Holder.
(b) Nothing in this B 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 B Warrant. This B Warrant
shall be for the sole and exclusive benefit of the Company and the Holder.
(c) This B 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 B 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 B Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this B 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 B Warrant.
4
(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 B Warrant.
(g) In the event of any conflict between the terms of this B Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.
IN WITNESS WHEREOF, the Company has caused this B Warrant to be duly
executed by the authorized officer as of the date first above stated.
CYBER PUBLIC RELATIONS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
---------------------------------------------
Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
5
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.
CYBER PUBLIC RELATIONS, INC.
C WARRANT FOR THE PURCHASE OF COMMON STOCK
2,000,000 Shares Rancho Cucamonga, California
THIS IS TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of even date herewith executed by the parties hereto (the "Stock Purchase
Agreement"), for value received, XXXXXX PARTNERS LP (the "Holder") is entitled
at any time from the date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California time on January __, 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 2,000,000 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
$2.00 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 C 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 __, 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 C 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-l, SB-2, or S-3, or some other similar form pursuant to the
Securities Act of 1933, as amended (the "1933 Act") to register the resale of
the shares of the Common Stock upon the exercise of this C Warrant.
1. Registration of this C Warrant. The Company shall register this C
----------------------------------
Warrant upon records to be maintained by the Company for that purpose (the "C
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 C 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 C Warrant
--------------------------
represents that the Holder is acquiring this C Warrant for its own account or
the account of an affiliate 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 C 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 1933 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 1933 Act and in accordance with federal and
state securities laws.
3. Validity of C Warrant and Issuance of the Common Stock. The Company
---------------------------------------------------------
represents and warrants that this C 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 C Warrant will, when issued upon such
exercise, be
1
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 C 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 C Warrant.
4. Registration of Transfers and Exchange of this C Warrant.
--------------------------------------------------------
(a) Subject to compliance with the legend set forth on the face of
this C Warrant, the Company shall register the transfer of any portion of this C
Warrant in the C Warrant Register, upon surrender of this C Warrant with the
Form of Assignment attached hereto duly completed and signed, to the Company at
the office specified in or pursuant to Paragraph 9 hereof. Upon any such
registration or transfer, a new warrant to purchase the Common Stock, in
substantially the form of this C Warrant (any such new warrant, a "New C
Warrant"), evidencing the portion of this C Warrant so transferred shall be
issued to the transferee and a New C Warrant evidencing the remaining portion of
this C Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New C 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 C Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Paragraph 9 for
one or more New C Warrants, evidencing in the aggregate the right in purchase
the number of shares of the Common Stock which may then be purchased hereunder.
Any such New C Warrant will be dated the date of such exchange.
5. Exercise of this C Warrant.
--------------------------
(a) Upon surrender of this C Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Paragraph 9 hereof, 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 sat forth on the face of this C Warrant), a certificate for the shares of
the Common Stock issuable upon such exercise, with such restrictive legend as
required by the 1933 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 C Warrant.
(b) "Date of Exercise" means the date on which the Company shall have
received (i) this C Warrant (or any New C Warrant, as applicable), with the Form
of Election to Purchase attached hereto (or attached to such New C 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 C 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 C Warrant are purchased at any
time, the Company shall issue or cause to be issued, at its expense, a New C
Warrant evidencing the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this C Warrant.
(d) Notwithstanding anything contained herein to the contrary, the
holder of this C Warrant may, at its election exercised in its sole discretion,
exercise this C 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"):
2
Net Number = (A x B) - (A x C)
-----------------
B
For purposes of the foregoing formula:
A = the total number shares with respect to which this A 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 A 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 C Warrant until
after January __, 2006, and thereafter so long as there is an effective
Registration Statement with respect to the shares of the Common Stock.
6. Call by the Company. In the event that the closing price of the
----------------------
Common Stock as listed on a nationally public securities market is $2.75 or more
for a period of 20 consecutive trading days and the Registration Statement for
the Common Stock is effective for such 20 consecutive trading days, the Company
may call this C Warrant upon 30 days notice and pay to the Holder the sum of
$0.001 per share of the Common Stock covered by this C Warrant, for all such
shares not purchased under the exercise provisions at the expiration of the 30
days notice period.
7. 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 C
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 C Warrant and the number of shares of the Common
---
Stock or other securities at the time issuable upon the exercise of this C
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 C
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 C Warrant immediately prior thereto (all subject to further adjustment as
provided in this C 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
C 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.
8. 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
C Warrant. The number of full shares of the Common Stock
3
that shall be issuable upon the exercise of this C Warrant shall be computed on
the basis of the aggregate number of shares of the Common Stock purchasable on
exercise of this C Warrant so presented. If any fraction of shares of the Common
Stock would, except for the provisions of this Paragraph 8, be issuable on the
exercise of this C 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.
9. 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 if delivered in person; (b) on the date 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 Mr. Xxxxxx
Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any party
hereto may change its address upon 10 days' written notice to any other party
hereto.
10. Miscellaneous.
-------------
(a) This C Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This C
Warrant may be amended only in writing and signed by the Company and the Holder.
(b) Nothing in this C 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 C Warrant. This C Warrant
shall be for the sole and exclusive benefit of the Company and the Holder.
(c) This C 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 C 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 C Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this C 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 C 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 C Warrant.
(g) In the event of any conflict between the terms of this C Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.
4
IN WITNESS WHEREOF, the Company has caused this C Warrant to be duly
executed by the authorized officer as of the date first above stated.
CYBER PUBLIC RELATIONS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
5
FORM OF ELECTION TO PURCHASE
(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing C Warrant)
To: Cyber Public Relations, Inc.
In accordance with the C 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 C 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 C Warrant) together with any applicable taxes
payable by the undersigned pursuant to the C 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 C Warrant, the undersigned
requests that a New C Warrant (as defined in the C 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 C Warrant
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.
CYBER PUBLIC RELATIONS, INC.
D WARRANT FOR THE PURCHASE OF COMMON STOCK
1,000,000 Shares Rancho Cucamonga, California
THIS IS TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of even date herewith executed by the parties hereto (the "Stock Purchase
Agreement"), for value received, XXXXXX PARTNERS LP (the "Holder") is entitled
at any time from the date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California time on January __, 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 1,000,000 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
$4.00 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 D 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 __, 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 D 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-l, SB-2, or S-3, or some other similar form pursuant to the
Securities Act of 1933, as amended (the "1933 Act") to register the resale of
the shares of the Common Stock upon the exercise of this D Warrant.
1. Registration of this D Warrant. The Company shall register this D
----------------------------------
Warrant upon records to be maintained by the Company for that purpose (the "D
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 D 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 D Warrant
--------------------------
represents that the Holder is acquiring this D Warrant for its own account or
the account of an affiliate 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 D 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 1933 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 1933 Act and in accordance with federal and
state securities laws.
3. Validity of D Warrant and Issuance of the Common Stock. The Company
---------------------------------------------------------
represents and warrants that this D 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 D Warrant will, when issued upon such
exercise,
1
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 D 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 D
Warrant.
4. Registration of Transfers and Exchange of this D Warrant.
--------------------------------------------------------
(a) Subject to compliance with the legend set forth on the face of
this D Warrant, the Company shall register the transfer of any portion of this D
Warrant in the D Warrant Register, upon surrender of this D Warrant with the
Form of Assignment attached hereto duly completed and signed to the Company at
the office specified in or pursuant to Paragraph 9 hereof. Upon any such
registration or transfer, a new warrant to purchase the Common Stock, in
substantially the form of this D Warrant (any such new warrant, a "New D
Warrant"), evidencing the portion of this D Warrant so transferred shall be
issued to the transferee and a New D Warrant evidencing the remaining portion of
this D Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New D 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 D Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Paragraph 9 for
one or more New D 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 D Warrant will be dated the date of such exchange.
5. Exercise of this D Warrant.
--------------------------
(a) Upon surrender of this D Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Paragraph 9 hereof, 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 D Warrant), a certificate for the shares of
the Common Stock issuable upon such exercise, with such restrictive legend as
required by the 1933 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 D Warrant
(b) "Date of Exercise" means the date on which the Company shall have
received (i) this D Warrant (or any New D Warrant, as applicable), with the Form
of Election to Purchase attached hereto (or attached to such New D 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 D 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 D Warrant are purchased at any
time, the Company shall issue or cause to be issued, at its expense, a New D
Warrant evidencing the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this D Warrant.
(d) Notwithstanding anything contained herein to the contrary, the
holder of this D Warrant may, at its election exercised in its sole discretion,
exercise this D 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"):
2
Net Number = (A x B) - (A x C )
------------------
B
For purposes of the foregoing formula:
A = the total number of shares with respect to which this D
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 D 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 D Warrant until
after January __, 2006, and thereafter so long as there is an effective
Registration Statement with respect to the shares of the Common Stock.
6. Call by the Company. In the event that the closing price of the
----------------------
Common Stock as listed on a nationally public securities market is $5.50 or more
for a period of 20 consecutive trading days and the Registration Statement for
the Common Stock is effective for such 20 consecutive trading days, the Company
may call this D Warrant upon 30 days notice and pay to the Holder the sum of
$0.001 per share of the Common Stock covered by this D Warrant, for all such
shares not purchased under the exercise provisions at the expiration of the 30
days notice period.
7. 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 D
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 D Warrant and the number of shares of the Common
---
Stock or other securities at the time issuable upon the exercise of this D
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 D
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 D Warrant immediately prior thereto (all subject to further adjustment as
provided in this D 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
D 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.
8. 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
D Warrant, The number of full shares of the Common Stock that shall be issuable
upon the exercise of this D Warrant shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this D
Warrant so presented. If any fraction of shares of the
3
Common Stock would, except for the provisions of this Paragraph 8, be issuable
on the exercise of this D 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.
9. 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 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 Mr. Xxxxxx Xxxxxx Xxxxxx
000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any party hereto may
change its address upon 10 days' written notice to any other party hereto.
10. Miscellaneous.
-------------
(a) This D Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This D
Warrant may be amended only in writing and signed by the Company and the Holder.
(b) Nothing in this D 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 D Warrant. This D Warrant
shall be for the sole and exclusive benefit of the Company and the Holder.
(c) This D 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 D 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 D Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this D 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 D 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 D Warrant.
(g) In the event of any conflict between the terms of this D Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.
4
IN WITNESS WHEREOF, the Company has caused this D Warrant to be duly
executed by the authorized officer as of the date first above stated.
CYBER PUBLIC RELATIONS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
5
FORM OF ELECTION TO PURCHASE
(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing E Warrant)
To: Cyber Public Relations, Inc.
In accordance with the E 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 E 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 E Warrant) together with any applicable taxes
payable by the undersigned pursuant to the E 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 E Warrant, the undersigned
requests that a New E Warrant (as defined in the E 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 D Warrant
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.
CYBER PUBLIC RELATIONS, INC.
E WARRANT FOR THE PURCHASE OF COMMON STOCK
1,000,000 Shares Rancho Cucamonga, California
THIS IS TO CERTIFY that pursuant to that certain Stock Purchase Agreement
of even date herewith executed by the parties hereto (the "Stock Purchase
Agreement"), for value received, XXXXXX PARTNERS LP (the "Holder") is entitled
at any time from the date hereof, but prior to 5:00 p.m., Rancho Cucamonga,
California time on January __, 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 1,000,000 fully paid and non-assessable shares of the
common stock, par value S0.001 per share (the "Common Stock") of CYBER PUBLIC
RELATIONS, INC., a Florida corporation (the "Company"), at a purchase price of
$6.00 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 E 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 __, 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 E 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-l, SB-2, or S-3, or some other similar form pursuant to the
Securities Act of 1933, as amended (the "1933 Act") to register the resale of
the shares of the Common Stock upon the exercise of this E Warrant.
1. Registration of this E Warrant. The Company shall register this E
----------------------------------
Warrant upon records to be maintained by the Company for that purpose (the "E
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 E 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 E Warrant
--------------------------
represents that the Holder is acquiring this E Warrant for its own account or
the account of an affiliate 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 E 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 1933 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 1933 Act and in accordance with federal and
state securities laws.
3. Validity of E Warrant and Issuance of the Common Stock. The Company
---------------------------------------------------------
represents and warrants that this E Warrant has been duly authorized and validly
issued and warrants and agrees that the Common Stock that
1
may be issued upon the exercise of the rights represented by this E 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 E 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 E Warrant.
4. Registration of Transfers and Exchange of this E Warrant.
--------------------------------------------------------
(a) Subject to compliance with the legend set forth on the face of
this E Warrant, the Company shall register the transfer of any portion of this E
Warrant in the E Warrant Register, upon surrender of this E Warrant with the
Form of Assignment attached hereto duly completed and signed, to the Company at
the office specified in or pursuant to Paragraph 9 hereof. Upon any such
registration or transfer, a new warrant to purchase the Common Stock, in
substantially the form of this E Warrant (any such new warrant, a "New E
Warrant"), evidencing the portion of this E Warrant so transferred shall be
issued to the Transferee and a New E Warrant evidencing the remaining portion of
this E Warrant not so transferred, if any, shall be issued to the transferring
Holder. The acceptance of the New E 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 E Warrant is exchangeable, upon the surrender hereof by the
Holder to the office of the Company specified in or pursuant to Paragraph 9 for
one or more New E 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 E Warrant will be dated the date of such exchange.
5. Exercise of this E Warrant.
--------------------------
(a) Upon surrender of this E Warrant with the Form of Election to
Purchase attached hereto duly completed and signed to the Company, at its
address set forth in Paragraph 9 hereof, 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 E Warrant), a certificate for the shares of
the Common Stock issuable upon such exercise, with such restrictive legend as
required by the 1933 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 E Warrant.
(b) "Date of Exercise" means the date on which the Company shall have
received (i) this E Warrant (or any New E Warrant, as applicable), with the Form
of Election to Purchase attached hereto (or attached to such New E 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 E 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 E Warrant are purchased at any
time, the Company shall issue or cause to be issued, at its expense, a New E
Warrant evidencing the right to purchase the remaining number of shares of the
Common Stock for which no exercise has been evidenced by this E Warrant.
(d) Notwithstanding anything contained herein to the contrary, the
holder of this E Warrant may, at its election exercised in its sole discretion,
exercise this E 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
2
For purposes of the foregoing formula:
A = the total number shares with respect to which this E 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 E 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 E Warrant until
after January __, 2006, and thereafter so long as there is an effective
Registration Statement with respect to the shares of the Common Stock.
6. Call by the Company. In the event that the closing price of the
----------------------
Common Stock as listed on a nationally public securities market is $8.00 or more
for a period of 20 consecutive trading days and the Registration Statement for
the Common Stock is effective for such 20 consecutive trading days, the Company
may call this E Warrant upon 30 days notice and pay to the Holder the sum of
$0.001 per share of the Common Stock covered by this E Warrant, for all such
shares not purchased under the exercise provisions at the expiration of the 30
days notice period.
7. 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 E
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 E Warrant and the number of shares of the Common
---
Stock or other securities at the time issuable upon the exercise of this E
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 E
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 E Warrant immediately prior thereto (all subject to further adjustment as
provided in this E 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
E 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 form such adjustment or readjustment and showing in
reasonable detail the facts upon which such adjustment or readjustment is based.
8. 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
E Warrant. The number of full shares of the Common Stock that shall be issuable
upon the exercise of this E Warrant shall be computed on the basis of the
aggregate number of shares of the Common Stock purchasable on exercise of this E
Warrant so presented. If any fraction of shares of the Common Stock would,
except for the provisions of this Paragraph 8, be issuable on the exercise of
this E Warrant,
3
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.
9. 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, 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 Mr. Xxxxxx
Xxxxxx Xxxxxx 000 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000. Any party
hereto may change its address upon 10 days' written notice to any other party
hereto.
10. Miscellaneous.
-------------
(a) This E Warrant shall be binding on and inure to the benefit of
the parties hereto and their respective successors and permitted assigns. This E
Warrant may be amended only in writing and signed by the Company and the Holder.
(b) Nothing in this E 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 E Warrant. This E Warrant
shall be for the sole and exclusive benefit of the Company and the Holder.
(c) This E 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 E 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 E Warrant shall
be invalid or unenforceable in any respect, the validity and enforceability of
the remaining terms and provisions of this E 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 E 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 E Warrant.
(g) In the event of any conflict between the terms of this E Warrant
or the Stock Purchase Agreement, the terms of the Stock Purchase Agreement shall
control.
4
IN WITNESS WHEREOF, the Company has caused this E Warrant to be duly
executed by the authorized officer as of the date first above stated.
CYBER PUBLIC RELATIONS, INC.
By /s/ Xxxxxx X. Xxxxxxxxx
--------------------------------------------
Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
5
FORM OF ELECTION TO PURCHASE
(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing E Warrant)
To: Cyber Public Relations, Inc.
In accordance with the E 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 E 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 E Warrant) together with any applicable taxes
payable by the undersigned pursuant to the E 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 E Warrant, the undersigned
requests that a New E Warrant (as defined in the E 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 E Warrant
