The following common stock purchase warrant has been issued to the
following persons:
Name Amount Position
Anthony Q. Joffe 70,000 Director
Penny Adams Field 70,000 Director
Charles J. Champion 70,000 Director
G. Richard Chamberlin 70,000 General Counsel
Vanessa H. Lindsey 20,000 Secretary
COLMENA CORP.
AMENDED COMMON STOCK PURCHASE WARRANT
No sale, offer to sell or transfer of the securities represented by this
certificate or any interest therein shall be made unless a registration
statement under the Federal Securities Act of 1933, as amended, with respect to
such transaction is then in effect, or the issuer has received an opinion of
counsel satisfactory to it that such transfer does not require registration
under that Act.
Unless extended as hereinafter provided, this Warrant will be void after
5:00 p.m. Eastern Standard Time on January 15, 2000.
THIS CERTIFIES THAT, for the value received____________________, a
__________ resident whose social security number is _____________ and who has a
mailing address at ________________________, or registered assigns (the
"Holder"), is entitled to subscribe for and purchase from COLMENA CORP.,
incorporated under the laws of the State of Delaware (the "Company"), at any
time from the date hereof until 5:00 p.m. Eastern Standard or Daylight Savings
Time on January 15,2000, at a price of $.05 cents per share, up to 70,000 fully
paid and non-assessable shares of the Company's common stock, $0.01 par value
(the "Holder's Shares").
TERMS:
1. Form of Exercise
This Warrant may be exercised by the holder hereof, in whole or in part
(but not as to a fractional Warrant or share of Common Stock), by the surrender
of this Warrant properly endorsed, at the principal office of the Company`s
transfer agent, American Stock Transfer & Trust Co., with
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a mailing address at 40 Wall Street, New York, New York 10005, (or such other
office or agency as the Company may designate in writing to the Warrant holder,
at the address of such holder appearing on the books of the Company), and
payment to it, for the account of the Company, by cash, certified check or bank
draft, of the purchase price for the Holder's Shares to be purchased. The
Company agrees that the Holder's Shares so purchased shall be issued to the
Warrant holder within a reasonable time, not exceeding 10 days after this
Warrant shall have been exercised, and unless this Warrant has expired, a new
Warrant representing the number of Holder's Shares, if any, with respect to
which this Warrant shall not then have been exercised, shall also be issued to
the Warrant holder hereof within such time.
2. Restrictions on Transfer
In no event shall this Warrant be sold, transferred, assigned or
hypothecated except in conformity with the applicable provisions of the
Securities Act of 1933, as amended (the "Act"), or any similar federal statute
then in force, and all applicable blue sky laws.
3. Registration Requirements
(a) The holder of this Warrant, by acceptance hereof, agrees that, prior to the
disposition of any Holder's Shares purchased upon the exercise hereof,
under circumstances that might require registration of such Holder's Shares
under the Act, or any similar federal statute then in force, such holder
will give written notice to the Company expressing such holder's intention
of effecting such disposition, and describing briefly such holder's
intention as to the disposition to be made of Holder's Shares issued upon
exercise hereof.
(b) Promptly upon receiving such notice, the Company shall present copies
thereof to its counsel and the provisions of the following subdivisions
shall apply:
(i) If, in the opinion of such counsel, the proposed disposition does not
require registration under the Act or qualification pursuant to
Regulation A promulgated under the Act, or any similar federal statute
then in force, of the Holder's Shares issuable or issued upon the
exercise of this Warrant, the Company shall, as promptly as
practicable, notify the holder hereof of such opinion, whereupon such
holder shall be entitled to dispose of such Holder's Shares issued
upon the exercise hereof, all in accordance with the terms of the
notice delivered by such holder to the Company.
(ii) If, in the opinion of such counsel, such proposed disposition requires
such registration or qualification under the Act, or similar federal
statute then in effect, of the Holder's Shares issuable or issued upon
the exercise of this Warrant, then the Holder may not engage in any
transactions except in compliance with all applicable laws.
4. Indemnification
The Company agrees to indemnify and hold harmless the holder of this
Warrant, or the Holder's Shares issuable or issued upon the exercise hereof,
from and against any claims and liabilities caused by any untrue statement of a
material fact, or omission to state a material fact required to be stated, in
any such registration statement, prospectus, notification or offering circular
under Regulation A, except insofar as such claims or liabilities are caused by
any such untrue statement or omission based on information furnished in writing
to the Company by such holder, or by any other such holder affiliated with the
holder who seeks indemnification, as to which the holder hereof, by acceptance
hereof, agrees to indemnify and hold harmless the Company.
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5. Company's Covenants
The Company covenants and agrees that all Holder's Shares that may be
issued upon the exercise of this Warrant will, upon issuance, be validly issued,
fully paid and non-assessable, and free from all taxes, liens and charges with
respect to the issue thereo (other than taxes relating to any transfer occurring
contemporaneously with such issue). The Compan further covenants and agrees
that, during the period within which this Warrant may be exercised the Company
will at all times have authorized and reserved a sufficient quantity of its
Holder's Shares and its Common Stock to provide for the exercise of this
Warrant.
6. Definitions
As used herein, the term "Common Stock" shall mean and include the
Company's Common Stock authorized on the date hereof and shall also include any
capital stock of any class of the Company thereafter authorized that shall not
be limited to a fixed sum or percentage in respect of the rights of the holders
thereof to participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding-up of the Company;
provided, however, that the shares purchasable pursuant to this Warrant shall
include only shares of the such class referred to in the first paragraph hereof
designated in the Company's Articles of Incorporation as Common Stock on the
date of the original issue of the Warrants, or in case of any reorganization,
reclassification, consolidation, merger or sale of assets of the character
referred to in Paragraph 6 hereof, the Common Stock or assets provided for in
such Paragraph.
7. Exchange
This Warrant is exchangeable, upon its surrender by the registered holder
at such office or agency of the Company as may be designated by the Company, for
new Warrants of like tenor, representing, in the aggregate, the right to
subscribe for and purchase hereunder, each of such new Warrants to represent the
right to subscribe for and purchase such number of Holder's Shares as shall be
designated by the registered holder at the time of such surrender. Upon receipt
of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of any such loss, theft or
destruction, upon delivery of a bond of indemnity satisfactory to the Company,
or, in the case of such mutilation, upon surrender or cancellation of this
Warrant, the Company will issue to the registered holder a new Warrant of like
tenor, in lieu of this Warrant, representing the right to subscribe for and
purchase the number of Holder's Shares that may be subscribed for and purchased
hereunder. Nothing herein is intende to authorize the transfer of this Warrant
except as permitted under Paragraph 2.
8. Holder's Covenants
Every holder hereof, by accepting the same, agrees with any subsequent
holder hereof and with the Company that this Warrant and all rights hereunder
are issued and shall be held subject to all of the terms, conditions,
limitations and provisions set forth in this Warrant, and further agrees that
the Company and its transfer agent may deem and treat the registered holder of
this Warrant as the absolute owner hereof for all purposes and shall not be
affected b any notice to the contrary.
9. Notices
All notices required hereunder shall be given by certified mail, return
receipt requested, postage prepaid. If given by the holder hereof, such notice
shoul be addressed to the Company in care of its general counsel, G. Richard
Chamberlin, 1941 Southeast 51st Terrace, Suite 800; Ocala, Florida 34471, or
such other address as the Company may designate in writing to the holder hereof;
and if given by the Company, such notice should be addressed to the holde at the
address of the holder shown on the books of the Company.
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10. Governing Law
The validity, construction and enforcement of this Warrant shall be
governed by the laws of the State of Delaware and jurisdiction is hereby vested
in the Courts of said State in the event of the institution of any legal action
under this Warrant.
* * *
IN WITNESS WHEREOF, COLMENA CORP. has caused this Warrant to be signed by
its duly authorized officers under its corporate seal, to be dated January
29,1999.
COLMENA CORP.
By: /s/ Anthony Q. Joffe
Anthony Q. Joffe, President
Attest: /s/ Vanessa H. Lindsey
Vanessa H. Lindsey, Secretary
(Corporate Seal)
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COLMENA CORP.
Holder's Shares Purchase Warrant
EXERCISE FORM
Date:_______________
The Undersigned hereby irrevocably elects to exercise the subjec Warrant to
the extent of purchasing ___ Holder's Shares and hereby makes payment of $______
the actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Please type or print in block letters
---------------------
(Name)
--------------------------------
--------------------------------
(Address)
* * *
Signature: _______________________
NOTICE: The signatures to this partial assignment of Warrant must correspond
with the name as written upon the face of the Warrant in every
particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A
REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST
COMPANY!
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ASSIGNMENT FORM
FOR VALUE RECEIVED, ____________ hereby sells, assigns and transfer unto:
(Please type or print in block letters)
--------------------
(Name)
--------------------------------
--------------------------------
(Address)
the right to purchase Holder's Shares represented by this Warrant to the extent
of ___ Holder's Shares to which the within Warrant relates, and does hereby
irrevocably constitute and appoint ________________ attorney, to transfer the
same on the books of th Company with full power of substitution in the premises.
Dated: _____________ ___, _____
Signature: _______________________
NOTICE: The signatures to this partial assignment of Warrant must
correspond with the name as written upon the face of the Warrant
in every particular, without alteration or enlargement or any
change whatever.
Signature Guaranteed:
IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH IS A MEMBER OF A
REGISTERED NATIONAL EXCHANGE OR BY A COMMERCIAL BANK OR A TRUST
COMPANY!
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