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THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK ISSUABLE UPON
EXERCISE OF SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT.
W21 WARRANT CERTIFICATE
1,000,000 Warrants to Purchase
Common Stock
Void After June 23, 2001
CAPITA RESEARCH GROUP, INC.
(Incorporated under the laws of the State of Nevada)
This is to certify that, for value received, Jim Salim is the owner
(the "Owner") of the number of Warrants set forth above, each of which is
nontransferable and entitles the Owner to purchase from CAPITA RESEARCH GROUP,
INC. (herein called the "Corporation"), at any time (except as hereinafter
provided) before 5 P.M. (New York time) on June 23, 2001, one Stock Unit (as
hereinafter defined) at a purchase price of $.60 (herein called the "Warrant
Price"). For purposes of this Warrant Certificate, a Stock Unit shall consist
of one fully paid and non-assessable share of common stock, $.001 par value
(herein called the "Common Stock"), of the Corporation, as such stock is
constituted on June 23, 2000, subject to adjustment as hereinafter set forth.
Subject to the provisions hereof, the Warrants represented by this
Warrant Certificate may be exercised by the Owner in whole or in part by
surrender of this Warrant Certificate at the principal executive offices of the
Corporation with the form of election to subscribe attached hereto duly
executed and with payment in full to the Corporation of the Warrant Price for
each of the Stock Units so purchased. Payment of such Warrant Price shall be
made in cash or by certified or official bank check. Thereupon, the Warrants
shall be deemed to have been exercised and the Owner shall become a holder of
record of the shares of Common Stock comprising the Stock Units so purchased
(or of the other securities or property to which the Owner is entitled upon
such exercise) for all purposes, and certificates for such shares of Common
Stock so purchased shall be delivered to the Owner within a reasonable time
after the Warrants shall have been exercised as set forth hereinabove. If only
a portion of the Warrants shall be exercised, the Owner shall be entitled to
receive a similar warrant certificate of like tenor and date covering the
number of Warrants which shall not have been exercised, unless such Warrants
shall have expired.
The Corporation covenants and agrees that all shares of Common Stock
which may be issued upon the exercise of the rights represented by this Warrant
Certificate will, upon issuance, be validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue). The Corporation further covenants and
agrees that, during the period within which the Warrants represented by this
Warrant Certificate may be exercised, the Corporation will at all times have
authorized and reserved a sufficient number of shares of Common Stock to
provide for the exercise of the Warrants represented by this Warrant
Certificate, and will at its expense expeditiously upon each such reservation
of shares of Common Stock use its best
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efforts to procure the listing thereof (subject to issuance or notice of
issuance) on all stock exchanges on which the Common Stock is then listed. The
rights of the Owner shall be subject to the following further terms and
conditions:
1.1.(a) The number of shares of Common Stock comprising a Stock Unit
shall be subject to adjustment from time to time as follows:
(i) If the number of shares of Common Stock outstanding at any time
after the date hereof is increased by a stock dividend payable in shares of
Common Stock or by a subdivision or split-up of Common Stock, then, immediately
following the record date fixed for the determination of holders of Common
Stock entitled to receive such stock dividend, subdivision or split-up, the
number of shares of Common Stock comprising a Stock Unit shall be appropriately
increased so that the number of shares of Common Stock issuable on exercise of
each Warrant shall be increased in proportion to such increase of outstanding
shares.
(ii) If the number of shares of Common Stock outstanding at any time
after the date hereof is decreased by a combination of the outstanding shares
of Common Stock, then, immediately following the record date for such
combination, the number of shares of Common Stock comprising a Stock Unit shall
be appropriately decreased so that the number of shares of Common Stock
issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares.
(iii) In case the Corporation shall declare a cash dividend upon the
Common Stock payable otherwise than out of earnings or earned surplus legally
available therefor under the laws of the State of Delaware or shall distribute
to holders of Common Stock shares of its capital stock (other than Common
Stock), stock or other securities of other persons, evidences of indebtedness
issued by the Corporation or other persons, assets (excluding cash dividends)
or options or rights (excluding options to purchase and rights to subscribe for
Common Stock or other securities of the Corporation convertible into or
exchangeable for Common Stock), then, in each such case, immediately following
the record date fixed for the determination of the holders of Common Stock
entitled to receive such dividend or distribution, the number of shares of
Common Stock comprising a Stock Unit thereafter shall be adjusted by
multiplying such number by a fraction of which the denominator shall be an
amount equal to the remainder of (x) the aggregate Current Market Price of all
outstanding shares of Common Stock less (y) the aggregate amount of such cash
dividend or the aggregate fair market value (as determined by the Board of
Directors, whose determination shall be conclusive) of the stock, securities,
evidences of indebtedness, assets, options or rights so distributed, as the
case may be, and of which the numerator shall be the aggregate Current Market
Price of all outstanding shares of Common Stock. Such adjustment shall be made
on the date such dividend or distribution is made, and shall become effective
at the opening of business on the business day next following the record date
for the determination of stockholders entitled to such dividend or
distribution.
(iv) In case, at any time after the date hereof, of any capital
reorganization, or any reclassification of the stock of the Corporation (other
than a change in par value or from par value to no par value or from no par
value to par value or as a result of a stock dividend or subdivision, split-up
or combination of shares), or the consolidation or merger of the Corporation
with or into another person (other than a consolidation or merger in which the
Corporation is the continuing corporation and which does not result in any
change in the Common Stock) or of the sale or other disposition of all or
substantially all the properties and assets of the Corporation as an entirety
to any other person, each Warrant shall after such reorganization,
reclassification, consolidation,
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merger, sale or other disposition be exercisable for the kind and number of
shares of stock or other securities or property of the Corporation or of the
corporation resulting from such consolidation or surviving such merger or to
which such properties and assets shall have been sold or otherwise disposed to
which the Owner would have been entitled if immediately prior to such
reorganization, reclassification, consolidation, merger, sale or other
disposition he had exercised such Warrant for Common Stock. The provisions of
this Section 1.1 shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales or other dispositions.
(v) All calculations under this paragraph (a) shall be made to the
nearest cent or to the nearest one hundredth (1/100) of a share, as the case
may be.
(vi) For the purpose of any computation pursuant to this paragraph (a)
or Section 1.2, the Current Market Price at any date of one share of Common
Stock shall be deemed to be the average of the daily closing prices for Common
Stock for the 30 consecutive business days ending no more than 15 business days
before the day in question (as adjusted for any stock dividend, split,
combination or reclassification that took effect during such 30 business-day
period). The closing price for each day shall be the last reported sale price
regular way or, in case no such reported sales take place on such day, the
average of the last reported bid and asked prices regular way, in either case
on the principal national securities exchange on which the Common Stock is
listed or admitted to trading or as quoted on the Nasdaq National Market System
or Nasdaq SmallCap Market, or if not listed or admitted to trading on any
national securities exchange or so quoted, the average of the highest reported
bid and lowest reported asked prices as furnished by The National Quotation
Bureau Incorporated, all as adjusted; provided, however, that if the Common
Stock is not traded in such manner that the quotations referred to in this
clause (vi) are available for the period required hereunder, Current Market
Price shall be deemed to be the Share Net Asset Value (as used herein the term
"Share Net Asset Value" shall mean the aggregate net asset value of the
Corporation as shown on its most recent available balance sheet divided by the
outstanding number of shares of Common Stock, each determined on the assumption
that the Warrants have been exercised).
(vii) In any case in which the provisions of this paragraph (a) shall
require that an adjustment shall become effective immediately after a record
date for an event, the Corporation may defer until the occurrence of such event
(x) issuing to the Owner with respect to any Warrant exercised after such
record date and before the occurrence of such event, the additional shares of
Common Stock issuable upon such exercise by reason of the adjustment required
by such event over and above the shares of Common Stock issuable upon such
exercise before giving effect to such adjustment and (y) paying to the Owner
any amount in cash in lieu of a fractional share of Common Stock pursuant to
Section 1.2; provided, however, that the Corporation shall deliver to the Owner
a due bill or other appropriate instrument evidencing the Owner's right to
receive such additional shares, and such cash, upon the occurrence of the event
requiring such adjustment.
(b) In the event the Corporation shall propose to take any action of
the types described in clauses (i), (ii), (iii) or (iv) of paragraph (a) of
this Section 1.1, the Corporation shall give notice to the Owner in the manner
set forth in Section 1.3, which notice shall specify the record date, if any,
with respect to any such action and the date on which such action is to take
place. Such notice shall also set forth such facts with respect thereto as
shall be reasonably necessary to indicate the effect of such action (to the
extent such effect may be known at the date of such notice) on the number of
shares of Common Stock comprising a Stock Unit and the number, kind or class of
shares or other securities
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or property which shall be deliverable or purchasable upon the occurrence of
such action or deliverable upon exercise of Warrants. In the case of any action
which would require the fixing of a record date, such notice shall be given at
least 20 days prior to the date so fixed, and in case of all other action, such
notice shall be given at least 30 days prior to the taking of such proposed
action. Failure to give such notice, or any defect therein, shall not affect
the legality or validity of any such action.
(c) In the event that at any time as a result of an adjustment made
pursuant to paragraph (a) of this Section 1.1 the Owner shall become entitled
with respect to any Warrants thereafter surrendered for exercise to receive any
shares of the Corporation or another corporation other than shares of Common
Stock, the provisions of this Section 1.1 and Section 1.2 with respect to the
Common Stock shall apply on like terms to any such other shares.
1.2. No fractional share of Common Stock shall be issued upon the
exercise of Warrants, but in lieu thereof the Corporation shall pay, upon
exercise in full of the Warrants represented by this Warrant Certificate, out
of funds legally available therefor, a cash adjustment in respect of such
fractional share in an amount equal to the same fraction of the then Current
Market Price.
1.3. The Corporation will, within 120 days after the end of each of
its fiscal years, mail to the Owner, at the address of such holder shown on the
books of the Corporation, a certificate of the independent public accountants
for the Corporation (i) specifying the Share Price in effect as of the end of
such fiscal year and the number of shares of Common Stock, or the kind and
amount of any securities or property other than shares of Common Stock,
comprising a Stock Unit and (ii) setting forth in reasonable detail the facts
requiring any adjustments made during such fiscal year.
2.1. The issue of any stock or other certificate upon the exercise of
the Warrants shall be made without charge to the Owner for any transfer or
issuance tax in respect of the issue thereof. The Corporation shall not,
however, be required to pay any tax which may be payable in respect of any
transfer involved in the issue and delivery of any certificate in a name other
than that of the Owner, and the Corporation shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Corporation the amount of such tax or
shall have established to the satisfaction of the Corporation that such tax has
been paid.
2.2. This Warrant Certificate and the rights hereunder are not
transferable. In addition, the Warrants evidenced hereby may not be exercised,
and any shares of Common Stock issued upon any exercise thereof may not be
transferred, unless, in the opinion of counsel, who shall be counsel reasonably
acceptable to the Corporation, such exercise or transfer, as the case may be,
would not result in a violation of the provisions of the Securities Act of
1933. The Owner and any holder of any shares of Common Stock issued upon
exercise of any such Warrants, by taking or holding the same, consents to and
agrees to be bound by the provisions of this Section 2.2.
2.3. If this Warrant Certificate shall be lost, stolen, mutilated or
destroyed, the Corporation shall on such terms as to indemnify or otherwise
protect the Corporation as the Corporation may in its discretion impose, issue
a new warrant certificate of like denomination, tenor and date as the Warrant
Certificate so lost, stolen, mutilated or destroyed. Any such new warrant
certificate shall constitute an original contractual obligation of the
Corporation, whether or not the allegedly lost, stolen, mutilated or destroyed
Warrant Certificate shall be at any time enforceable by anyone.
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2.4. The Corporation may deem and treat the Owner as the absolute
owner of this Warrant Certificate for all purposes and shall not be affected by
any notice to the contrary.
2.5. This Warrant Certificate and the Warrants evidenced hereby shall
not entitle the Owner to any rights of a stockholder of the Corporation either
at law or in equity, including, without limitation, the right to vote, to
receive dividends or other distributions, to exercise any pre-emptive rights or
to receive any notice of meetings of stockholders or of any other proceedings
of the Corporation.
2.6. This Warrant Certificate, in all events, shall be wholly void and
have no effect after 5 P.M. (New York time) on June 23, 2001.
2.7. In the event that one or more of the provisions of this Warrant
Certificate shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Warrant Certificate, but this
Warrant Certificate shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein.
2.8. This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be entirely performed within such State, except to the extent of the
mandatory rules of the State of Nevada with respect to the formal requisites
for authorization of a security and rights and duties with respect to register
of transfer. Dated: June 23, 2000
CAPITA RESEARCH GROUP, INC.
By
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FORM OF EXERCISE
(to be executed by the registered holder hereof)
The undersigned hereby exercises the right to purchase ________ shares
of common stock, $.001 par value (the "Common Stock"), of CAPITA RESEARCH
GROUP, INC. evidenced by the within Warrant Certificate and herewith makes
payment of the purchase price in full. Kindly issue certificates for shares of
Common Stock in accordance with the instructions given below. The certificate
for the unexercised balance of the Warrants evidenced by the within Warrant
Certificate, if any, will be registered in the name of the undersigned.
Dated:
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Instructions for registration of stock
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Name (please print)
Social Security or Other Identifying
Number:
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Address:
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Street
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City, State and Zip Code
