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EXHIBIT C
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES
ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SO REGISTERED OR UNLESS IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM
REGISTRATION UNDER ALL SUCH LAWS IS AVAILABLE.
FINANCIALWEB.COM, INC.
WARRANT FOR THE PURCHASE OF 100,000 SHARES OF COMMON STOCK
No. 12799
THIS CERTIFIES THAT, for value received, FINANCIALWEB.COM, INC., a
Nevada corporation (the "Company"), hereby grants to The First American
Investment Banking Corporation ("Holder"), the right and entitlement to
subscribe for and purchase from, at any time and prior to the Expiration Date
set forth below (the "Exercise Period"), the number of shares of fully paid and
nonassessable shares (the "Shares") of the Company's Common Stock, $0.001 par
value per share (the "Common Stock"), which, upon full exercise hereof, would
constitute the Holder hereof as the holder of One Hundred Thousand (100,000)
Shares of the Common Stock outstanding on the date of issuance of this Warrant,
and from time to time thereafter during the term of this Warrant, at a price of
Three and no/100 Dollars ($3.00) per share subject to the adjustments set forth
in Section 7 below (the "Exercise Price"), and subject to the other terms and
conditions set forth herein. If there is more than one class of stock, then
Holder shall receive the highest value and quality of stock, subject to Holder's
reasonable approval.
1. Transfer, assignment or hypothecation of this Warrant by the Holder
may be made only in accordance with and subject to the terms, conditions and
other provisions of this Warrant. The term "Holder", as used herein, shall
include the original Holder and only such other persons to whom this Warrant is
transferred in strict conformity with the terms and conditions set forth herein.
As used herein, the term "Warrant" shall mean and include this Warrant and any
Warrant or Warrants hereafter issued in consequence of the exercise or transfer
of this Warrant, in whole or in part.
2. The Expiration Date of this Warrant shall be five (5) years from the
date of issuance of this Warrant.
3. This Warrant may be exercised from time to time during the Exercise
Period as to the whole or any lesser number of whole Shares by the surrender of
this Warrant (with the form of Election to Purchase at the end hereof duly
executed) to the Company at its offices located at 201 Park Place, Suite 321,
Altamonte Springs, Florida 32701, Attn: President (or such other place as is
designated in writing and delivered to Holder by the Company), accompanied by a
certified or bank cashier's check payable to the order of the Company in an
amount equal to the Exercise Price multiplied by the number of Shares covered by
such exercise (the "Shares Purchase Price").
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4. Exercise of this Warrant shall be deemed to have been effected as of
the close of the business day on which the Company has received the last of (a)
this Warrant, (b) a duly executed form of Election to Purchase, and (c) payment
of the Shares Purchase Price. Upon such exercise of this Warrant, the Holder
shall be deemed to be the holder of record of the Shares issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed. As soon as practicable after each such exercise of this Warrant,
the Company shall issue and deliver to the Holder a certificate or certificates
for the Shares issuable upon such exercise, registered in the name of the Holder
or its designee. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the right of the Holder to purchase the balance of the
Shares subject to purchase hereunder.
5. The Company shall maintain a register on which is recorded the names
and addresses of the persons to whom this Warrant is issued and the Company
shall be entitled to treat the registered holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrant on the
part of any other person, and shall not be liable for any registration or
transfer of Warrants which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration or transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith. Subject to compliance with
applicable securities laws and any other restrictions set forth herein, this
Warrant shall be transferable on the books of the Company only upon delivery
thereof with the form of Assignment at the end hereof duly completed by the
Holder or by his duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment or authority to transfer. In all cases
of transfer by an attorney, the original power of attorney, duly approved, or an
official copy thereof, duly certified, shall be deposited with the Company. In
case of transfer by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited with the Company in its
discretion. Upon any registration of transfer, the Company shall deliver a new
Warrant or Warrants exchanged, at the option of the Holder thereof, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of shares of
Common Stock upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, the Company shall have no obligation to cause
Warrants to be transferred on its books to any person, unless (i) such transfer
is registered under the Securities Act of 1933 or the Company shall have
received an opinion of counsel that exemption from applicable securities laws is
available, as set forth in Section 10 hereof or (ii) the other restrictions
referenced in Section 10 are not applicable to such transfer. Further, the
Holder may not directly or indirectly, for a period of twelve (12) months
following the date hereof, transfer, offer, sell (including by effecting any
short sale), loan, hypothecate, pledge, grant any option for the sale of,
acquire any option to dispose of, transfer or gift (except for estate planning
or charitable transfers or other private sales, provided the transferees agree
to be bound by the same restrictions on transfer), or otherwise dispose of this
Warrant or any Shares received upon the exercise or partial exercise hereof
without obtaining the Company's prior written consent (which consent may be
withheld or granted in the Company's discretion). The undersigned acknowledges
and agrees that in order to enforce the covenants contained herein, the Company
will impose stop-transfer instructions with respect to the Warrant and the
Shares until the end of such twelve (12) month period for transfers other than
those exceptions described above. In addition, the undersigned waives any
registration rights he may have with respect to all such securities for such
twelve (12) month period.
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6. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of this Warrant, such number of Shares as shall, from time to time,
be sufficient therefor. The Company covenants and agrees that all of the Shares
which may be issued pursuant to this Warrant will, upon issuance, be fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).
7. (a) In case the Company shall (i) declare a dividend or make a
distribution on outstanding shares of its Common Stock in shares of Common
Stock, (ii) subdivide or reclassify the shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify the outstanding shares of
Common Stock into a lesser number of shares, the Exercise Price in effect at the
time of the record date for such dividend or distribution on the effective date
of such subdivision, combination or reclassification shall be adjusted so that
it shall equal the price determined by multiplying the Exercise Price then in
effect by a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding immediately after giving effect to such action, and of
which the numerator shall be the number of shares of Common Stock outstanding
immediately prior to such action. Such adjustment shall become effective
automatically concurrently with the time of such declaration, distribution,
subdivision, reclassification or combination and shall be made successfully
whenever any event specified above shall occur.
(b) Whenever the Exercise Price payable upon exercise of this
Warrant is adjusted pursuant to subparagraph (a) above, the number of Shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of Shares initially issuable upon exercise of this
Warrant by the initial Exercise Price in effect on the date hereof and dividing
the product so obtained by the Exercise Price, as adjusted.
(c) All calculations under this Section 7 shall be made to the
nearest one-hundredth of a cent and to the nearest whole Share.
8. (a) In case of any consolidation with or merger of the Company with
or into another corporation (other than a merger of consolidation in which the
Company is the continuing or surviving corporation), or in case of any sale,
lease or conveyance to another corporation of all or substantially all of the
assets of the Company, appropriate provisions shall be made so that the Holder
shall have the right thereafter to receive upon exercise of this Warrant solely
the kind and amount of shares of stock and other securities, property, cash or
any combination thereof receivable upon such consolidation, merger, sale, lease
or conveyance by a holder of the number of Shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation,
merger, sale, lease or conveyance, and, in any such case, effective provision
shall be made in its Articles of Incorporation or otherwise, if necessary, in
order to effect such agreement. Such agreement shall provide for adjustments
that shall be as nearly equivalent as practicable to the adjustments in Section
7 of this Warrant.
(b) In case of any reclassification or change in the Shares of
Common Stock issuable upon exercise of this Warrant (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 subdivision or combination, but including any change in the
Shares into two or more classes or series of shares) or in case of any
consolidation or merger of another corporation into the Company in which the
Company is the continuing corporation and in which there is a reclassification
or change (including a change to the right to receive cash or other property) in
the Shares of Common Stock (other than a change in par value, or from par value
to no par value, or as a result of subdivision or combination, but including any
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change in the Shares into two or more classes or series of Shares), the Holder
shall have the right thereafter to receive upon exercise of this Warrant solely
the kind and amount of shares of stock and other securities, property, cash or
any combination thereof receivable by the holder of the number of Shares for
which this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation or merger. Thereafter, appropriate
provision (as reasonably determined by the Board of Directors) shall be made for
adjustment that shall be as nearly equivalent as practicable to the adjustments
in Section 7 hereof.
(c) The above provisions of this Section 8 shall similarly
apply to successive reclassification and changes in Shares of Common Stock and
to successive consolidations, mergers, sales or conveyances.
9. The issue of any stock or other certificate upon the exercise of
this Warrant shall be made without charge to the Holder for any tax in respect
of the issue of such certificate. The Company 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 Holder
and the Company shall not be required to issue or deliver any such certificates
unless and until the person or persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
10. (a) Unless registered under the Securities Act of 1933 and
applicable state laws, this Warrant and the Shares or other securities issued
upon exercise of this Warrant shall not be transferable unless, in the opinion
of counsel to the Company or other counsel reasonably satisfactory to the
Company, an exemption from registration under applicable securities laws is
available. The Warrant, Shares and other securities issued upon the exercise of
this Warrant shall be subject to as to transfer order and the certificate or
certificates evidencing any such Shares or securities shall bear the following
legend and any other legend which counsel for the Company may deem necessary or
advisable:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS
SO REGISTERED OR UNLESS IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT IS AVAILABLE.
(b) This Warrant has been issued pursuant to exemptions under
federal and/or state securities laws available, in part, because the initial
Holder hereof is an "accredited investor" as that term is defined in Regulation
D under the Securities Act of 1933, and the Holder so warrants to the Company.
The Company may require the Holder, upon exercise of this Warrant, to produce
evidence reasonably satisfactory to the Company that the Holder is then an
accredited investor.
(c) Should the Company undertake a registration of its shares
of its Common Stock under the Securities Act of 1933, as amended, in connection
with a merger or pursuant to a registration statement other than Forms S-8, S-4,
or comparable registration statements, prior to the expiration date of this
Warrant, the Holder shall have the right to cause the Shares issued upon
exercise of this Warrant to be included in such registration, subject to any
cutback requirements imposed by the Underwriter.
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11. Nothing contained in this Warrant shall be constructed as
conferring upon the Holder the right to vote or to consent or to receive notice
of stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
the Warrant and its exercise, any of the following events shall occur:
(a) the Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or
(b) the Company shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option right
or warrant to subscribe therefor; or
(c) a dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation or merger) or a sale of all or substantially
all of its property, assets and business as an entirety shall be proposed;
then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
convertible or exchangeable securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation winding up or sale. Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be. Failure to give such notice or any defect therein shall not affect
the validity of any action taken in connection with the declaration or payment
of any such dividend, or the, issuance of any convertible or exchangeable
securities or subscription rights, options or warrants, or any proposed
dissolution, winding up or sale.
12. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any Warrant and upon surrender and
cancellation of any Warrant if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor and denomination.
13. The Holder of any Warrant shall not have, solely on account of such
status, any rights of a shareholder of the Company, either at law or in equity,
or to any notice of meetings of shareholders or of any other proceedings of the
Company.
14. This Warrant shall be governed by and construed in accordance with
the laws of the State of Florida.
15. The Company has caused the due execution and delivery of this
Warrant as of the 15th day of December, 1999.
FINANCIALWEB.COM, INC., a Nevada corporation
By: /s/ James Gagel
----------------------------------------
James Gagel, President
(CORPORATE SEAL)
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ELECTION TO PURCHASE
The undersigned Holder hereby irrevocably elects to exercise the within Warrant
to purchase ______________________________________ Shares(*) of Common Stock
issuable upon the exercise thereof and requests that certificates for such
Shares be issued in his/her/its name and delivered to him/her/it at the
following address:
Date:
Signature(s)(**)
* If the Warrant is to be exercised or transferred in its entirety, insert the
word "All" before "Shares", or otherwise insert the number of shares then
purchasable on the exercise thereof as to which transferred or exercised. If
such Warrants shall not be transferred or exercised to purchase all shares
purchasable upon exercise thereof, that a new Warrant to purchase the balance of
such shares be issued in the name of, and delivered to, the Holder at the
address stated below.
** Signature(s) must conform exactly to the name(s) of the Holder as set forth
on the first page of this Warrant.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
the within Warrant to the extent of _________________________________Shares(*)
purchasable upon exercise thereof to:
whose address is: ____________________________________________________________
____________________________________________________________
____________________________________________________________
and hereby irrevocably constitute and appoint ________________________________
his/her/its Attorney to transfer said Warrant on the book of the Company, with
full power of substitution.
Date: ______________________________
______________________________________________________________________________
Signature(s)(**)
* If the Warrant is to be exercised or transferred in its entirety, insert the
word "All" before "Shares", or otherwise insert the number of shares then
purchasable on the exercise thereof as to which transferred or exercised. If
such Warrants shall not be transferred or exercised to purchase all shares
purchasable upon exercise thereof, that a new Warrant to purchase the balance of
such shares be issued in the name of, and delivered to, the Holder at the
address stated below.
** Signature(s) must conform exactly to the name(s) of the Holder as set forth
on the first page of this Warrant.
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THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES
ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR
HYPOTHECATED UNLESS SO REGISTERED OR UNLESS IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM
REGISTRATION UNDER ALL SUCH LAWS IS AVAILABLE.
FINANCIALWEB.COM, INC.
WARRANT FOR THE PURCHASE OF 25,000 SHARES OF COMMON STOCK
No. 12899
THIS CERTIFIES THAT, for value received, FINANCIALWEB.COM, INC., a
Nevada corporation (the "Company"), hereby grants to The First American
Investment Banking Corporation ("Holder"), the right and entitlement to
subscribe for and purchase from, at any time and prior to the Expiration Date
set forth below (the "Exercise Period"), the number of shares of fully paid and
nonassessable shares (the "Shares") of the Company's Common Stock, $0.001 par
value per share (the "Common Stock"), which, upon full exercise hereof, would
constitute the Holder hereof as the holder of Twenty-five Thousand (25,000)
Shares of the Common Stock outstanding on the date of issuance of this Warrant,
and from time to time thereafter during the term of this Warrant, at a price of
Three and no/100 Dollars ($3.00) per share subject to the adjustments set forth
in Section 7 below (the "Exercise Price"), and subject to the other terms and
conditions set forth herein. If there is more than one class of stock, then
Holder shall receive the highest value and quality of stock, subject to Holder's
reasonable approval.
1. Transfer, assignment or hypothecation of this Warrant by the Holder
may be made only in accordance with and subject to the terms, conditions and
other provisions of this Warrant. The term "Holder", as used herein, shall
include the original Holder and only such other persons to whom this Warrant is
transferred in strict conformity with the terms and conditions set forth herein.
As used herein, the term "Warrant" shall mean and include this Warrant and any
Warrant or Warrants hereafter issued in consequence of the exercise or transfer
of this Warrant, in whole or in part.
2. The Expiration Date of this Warrant shall be five (5) years from the
date of issuance of this Warrant.
3. This Warrant may be exercised from time to time during the Exercise
Period as to the whole or any lesser number of whole Shares by the surrender of
this Warrant (with the form of Election to Purchase at the end hereof duly
executed) to the Company at its offices located at 201 Park Place, Suite 321,
Altamonte Springs, Florida 32701, Attn: President (or such other place as is
designated in writing and delivered to Holder by the Company), accompanied by a
certified or bank cashier's check payable to the order of the Company in an
amount equal to the Exercise Price multiplied by the number of Shares covered by
such exercise (the "Shares Purchase Price").
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4. Exercise of this Warrant shall be deemed to have been effected as of
the close of the business day on which the Company has received the last of (a)
this Warrant, (b) a duly executed form of Election to Purchase, and (c) payment
of the Shares Purchase Price. Upon such exercise of this Warrant, the Holder
shall be deemed to be the holder of record of the Shares issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed. As soon as practicable after each such exercise of this Warrant,
the Company shall issue and deliver to the Holder a certificate or certificates
for the Shares issuable upon such exercise, registered in the name of the Holder
or its designee. If this Warrant should be exercised in part only, the Company
shall, upon surrender of this Warrant for cancellation, execute and deliver a
new Warrant evidencing the right of the Holder to purchase the balance of the
Shares subject to purchase hereunder.
5. The Company shall maintain a register on which is recorded the names
and addresses of the persons to whom this Warrant is issued and the Company
shall be entitled to treat the registered holder of any Warrant on the Warrant
Register as the owner in fact thereof for all purposes and shall not be bound to
recognize any equitable or other claim to or interest in such Warrant on the
part of any other person, and shall not be liable for any registration or
transfer of Warrants which are registered or to be registered in the name of a
fiduciary or the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in requesting such
registration or transfer, or with the knowledge of such facts that its
participation therein amounts to bad faith. Subject to compliance with
applicable securities laws and any other restrictions set forth herein, this
Warrant shall be transferable on the books of the Company only upon delivery
thereof with the form of Assignment at the end hereof duly completed by the
Holder or by his duly authorized attorney or representative, or accompanied by
proper evidence of succession, assignment or authority to transfer. In all cases
of transfer by an attorney, the original power of attorney, duly approved, or an
official copy thereof, duly certified, shall be deposited with the Company. In
case of transfer by executors, administrators, guardians or other legal
representatives, duly authenticated evidence of their authority shall be
produced, and may be required to be deposited with the Company in its
discretion. Upon any registration of transfer, the Company shall deliver a new
Warrant or Warrants exchanged, at the option of the Holder thereof, for another
Warrant, or other Warrants of different denominations, of like tenor and
representing in the aggregate the right to purchase a like number of shares of
Common Stock upon surrender to the Company or its duly authorized agent.
Notwithstanding the foregoing, the Company shall have no obligation to cause
Warrants to be transferred on its books to any person, unless (i) such transfer
is registered under the Securities Act of 1933 or the Company shall have
received an opinion of counsel that exemption from applicable securities laws is
available, as set forth in Section 10 hereof or (ii) the other restrictions
referenced in Section 10 are not applicable to such transfer. Further, the
Holder may not directly or indirectly, for a period of twelve (12) months
following the date hereof, transfer, offer, sell (including by effecting any
short sale), loan, hypothecate, pledge, grant any option for the sale of,
acquire any option to dispose of, transfer or gift (except for estate planning
or charitable transfers or other private sales, provided the transferees agree
to be bound by the same restrictions on transfer), or otherwise dispose of this
Warrant or any Shares received upon the exercise or partial exercise hereof
without obtaining the Company's prior written consent (which consent may be
withheld or granted in the Company's discretion). The undersigned acknowledges
and agrees that in order to enforce the covenants contained herein, the Company
will impose stop-transfer instructions with respect to the Warrant and the
Shares until the end of such twelve (12) month period for transfers other than
those exceptions described above. In addition, the undersigned waives any
registration rights he may have with respect to all such securities for such
twelve (12) month period.
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6. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of this Warrant, such number of Shares as shall, from time to time,
be sufficient therefor. The Company covenants and agrees that all of the Shares
which may be issued pursuant to this Warrant will, upon issuance, be fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).
7. (a) In case the Company shall (i) declare a dividend or make a
distribution on outstanding shares of its Common Stock in shares of Common
Stock, (ii) subdivide or reclassify the shares of Common Stock into a greater
number of shares, or (iii) combine or reclassify the outstanding shares of
Common Stock into a lesser number of shares, the Exercise Price in effect at the
time of the record date for such dividend or distribution on the effective date
of such subdivision, combination or reclassification shall be adjusted so that
it shall equal the price determined by multiplying the Exercise Price then in
effect by a fraction, the denominator of which shall be the number of shares of
Common Stock outstanding immediately after giving effect to such action, and of
which the numerator shall be the number of shares of Common Stock outstanding
immediately prior to such action. Such adjustment shall become effective
automatically concurrently with the time of such declaration, distribution,
subdivision, reclassification or combination and shall be made successfully
whenever any event specified above shall occur.
(b) Whenever the Exercise Price payable upon exercise of this
Warrant is adjusted pursuant to subparagraph (a) above, the number of Shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of Shares initially issuable upon exercise of this
Warrant by the initial Exercise Price in effect on the date hereof and dividing
the product so obtained by the Exercise Price, as adjusted.
(c) All calculations under this Section 7 shall be made to the
nearest one-hundredth of a cent and to the nearest whole Share.
8. (a) In case of any consolidation with or merger of the Company with
or into another corporation (other than a merger of consolidation in which the
Company is the continuing or surviving corporation), or in case of any sale,
lease or conveyance to another corporation of all or substantially all of the
assets of the Company, appropriate provisions shall be made so that the Holder
shall have the right thereafter to receive upon exercise of this Warrant solely
the kind and amount of shares of stock and other securities, property, cash or
any combination thereof receivable upon such consolidation, merger, sale, lease
or conveyance by a holder of the number of Shares of Common Stock for which this
Warrant might have been exercised immediately prior to such consolidation,
merger, sale, lease or conveyance, and, in any such case, effective provision
shall be made in its Articles of Incorporation or otherwise, if necessary, in
order to effect such agreement. Such agreement shall provide for adjustments
that shall be as nearly equivalent as practicable to the adjustments in Section
7 of this Warrant.
(b) In case of any reclassification or change in the Shares of
Common Stock issuable upon exercise of this Warrant (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 subdivision or combination, but including any change in the
Shares into two or more classes or series of shares) or in case of any
consolidation or merger of another corporation into the Company in which the
Company is the continuing corporation and in which there is a reclassification
or change (including a change to the right to receive cash or other property) in
the Shares of Common Stock (other than a change in par value, or from par value
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to no par value, or as a result of subdivision or combination, but including any
change in the Shares into two or more classes or series of Shares), the Holder
shall have the right thereafter to receive upon exercise of this Warrant solely
the kind and amount of shares of stock and other securities, property, cash or
any combination thereof receivable by the holder of the number of Shares for
which this Warrant might have been exercised immediately prior to such
reclassification, change, consolidation or merger. Thereafter, appropriate
provision (as reasonably determined by the Board of Directors) shall be made for
adjustment that shall be as nearly equivalent as practicable to the adjustments
in Section 7 hereof.
(c) The above provisions of this Section 8 shall similarly
apply to successive reclassification and changes in Shares of Common Stock and
to successive consolidations, mergers, sales or conveyances.
9. The issue of any stock or other certificate upon the exercise of
this Warrant shall be made without charge to the Holder for any tax in respect
of the issue of such certificate. The Company 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 Holder
and the Company shall not be required to issue or deliver any such certificates
unless and until the person or persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
10. (a) Unless registered under the Securities Act of 1933 and
applicable state laws, this Warrant and the Shares or other securities issued
upon exercise of this Warrant shall not be transferable unless, in the opinion
of counsel to the Company or other counsel reasonably satisfactory to the
Company, an exemption from registration under applicable securities laws is
available. The Warrant, Shares and other securities issued upon the exercise of
this Warrant shall be subject to as to transfer order and the certificate or
certificates evidencing any such Shares or securities shall bear the following
legend and any other legend which counsel for the Company may deem necessary or
advisable:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS
SO REGISTERED OR UNLESS IN THE OPINION OF COUNSEL REASONABLY
SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM REGISTRATION
UNDER SUCH ACT IS AVAILABLE.
(b) This Warrant has been issued pursuant to exemptions under
federal and/or state securities laws available, in part, because the initial
Holder hereof is an "accredited investor" as that term is defined in Regulation
D under the Securities Act of 1933, and the Holder so warrants to the Company.
The Company may require the Holder, upon exercise of this Warrant, to produce
evidence reasonably satisfactory to the Company that the Holder is then an
accredited investor.
(c) Should the Company undertake a registration of its shares
of its Common Stock under the Securities Act of 1933, as amended, in connection
with a merger or pursuant to a registration statement other than Forms S-8, S-4,
or comparable registration statements, prior to the expiration date of this
Warrant, the Holder shall have the right to cause the Shares issued upon
exercise of this Warrant to be included in such registration, subject to any
cutback requirements imposed by the Underwriter.
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<PAGE> 12
11. Nothing contained in this Warrant shall be constructed as
conferring upon the Holder the right to vote or to consent or to receive notice
of stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Company. If, however, at any time prior to the expiration of
the Warrant and its exercise, any of the following events shall occur:
(a) the Company shall take a record of the holders of its shares of
Common Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or distribution
payable otherwise than out of current or retained earnings, as indicated by the
accounting treatment of such dividend or distribution on the books of the
Company; or
(b) the Company shall offer to all the holders of its Common Stock any
additional shares of capital stock of the Company or securities convertible into
or exchangeable for shares of capital stock of the Company, or any option right
or warrant to subscribe therefor; or
(c) a dissolution, liquidation or winding up of the Company (other than
in connection with a consolidation or merger) or a sale of all or substantially
all of its property, assets and business as an entirety shall be proposed;
then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
convertible or exchangeable securities or subscription rights, or entitled to
vote on such proposed dissolution, liquidation winding up or sale. Such notice
shall specify such record date or the date of closing the transfer books, as the
case may be. Failure to give such notice or any defect therein shall not affect
the validity of any action taken in connection with the declaration or payment
of any such dividend, or the, issuance of any convertible or exchangeable
securities or subscription rights, options or warrants, or any proposed
dissolution, winding up or sale.
12. Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of any Warrant and upon surrender and
cancellation of any Warrant if mutilated, and upon reimbursement of the
Company's reasonable incidental expenses, the Company shall execute and deliver
to the Holder thereof a new Warrant of like date, tenor and denomination.
13. The Holder of any Warrant shall not have, solely on account of such
status, any rights of a shareholder of the Company, either at law or in equity,
or to any notice of meetings of shareholders or of any other proceedings of the
Company.
14. This Warrant shall be governed by and construed in accordance with
the laws of the State of Florida.
15. The Company has caused the due execution and delivery of this
Warrant as of the 15th day of December, 1999.
FINANCIALWEB.COM, INC., a Nevada corporation
By: /s/ James Gagel
----------------------------------------
James Gagel, President
(CORPORATE SEAL)
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<PAGE> 13
ELECTION TO PURCHASE
The undersigned Holder hereby irrevocably elects to exercise the within Warrant
to purchase ______________________________________ Shares(*) of Common Stock
issuable upon the exercise thereof and requests that certificates for such
Shares be issued in his/her/its name and delivered to him/her/it at the
following address:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
Date: _________________________
______________________________________________________________________________
Signature(s)(**)
* If the Warrant is to be exercised or transferred in its entirety, insert the
word "All" before "Shares", or otherwise insert the number of shares then
purchasable on the exercise thereof as to which transferred or exercised. If
such Warrants shall not be transferred or exercised to purchase all shares
purchasable upon exercise thereof, that a new Warrant to purchase the balance of
such shares be issued in the name of, and delivered to, the Holder at the
address stated below.
** Signature(s) must conform exactly to the name(s) of the Holder as set forth
on the first page of this Warrant.
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<PAGE> 14
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
the within Warrant to the extent of _______________________________Shares(*)
purchasable upon exercise thereof to:
whose address is: ____________________________________________________________
____________________________________________________________
____________________________________________________________
____________________________________________________________
and hereby irrevocably constitute and appoint ______________________________
his/her/its Attorney to transfer said Warrant on the book of the Company, with
full power of substitution.
Date: ______________________
______________________________________________________________________________
Signature(s)(**)
* If the Warrant is to be exercised or transferred in its entirety, insert the
word "All" before "Shares", or otherwise insert the number of shares then
purchasable on the exercise thereof as to which transferred or exercised. If
such Warrants shall not be transferred or exercised to purchase all shares
purchasable upon exercise thereof, that a new Warrant to purchase the balance of
such shares be issued in the name of, and delivered to, the Holder at the
address stated below.
** Signature(s) must conform exactly to the name(s) of the Holder as set forth
on the first page of this Warrant.
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