<PAGE>
NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF NOR ANY
INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE SOLD, ASSIGNED, PLEDGED,
HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED OR DISPOSED OF
EXCEPT AS PROVIDED HEREIN. THE HOLDER OF THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF ARE SUBJECT TO THE RESTRICTIONS HEREIN SET
FORTH.
---------------
Warrant No. 2
WARRANT
to
PURCHASE SHARES OF COMMON STOCK
of
2-INFINITY.COM, INC.
---------------
This Warrant dated as of April 24, 2000 (this "Warrant") certifies
that, for good and valuable consideration, 2-INFINITY.COM, INC., a Colorado
corporation (the "Company"), grants to John R. Weaver (the "Warrantholder"),
subject to the terms and conditions set forth herein, the right to subscribe
for and purchase from the Company 12,500 shares (the "Warrant Shares") of the
Company's common stock, no par value ("Common Stock"). This Warrant shall be
exercisable during the period from and after 9:00 a.m. Houston, Texas time on
the date hereof (the "Initial Exercise Date") and to and including 5:00 p.m.
Houston, Texas time on the date that is one year after the date hereof (the
"Expiration Date") at a purchase price per share equal to $0.80 per share
(the "Exercise Price").
1. DURATION AND EXERCISE OF WARRANT; LIMITATION EXERCISE PAYMENT OF
TAXES.
1.1 DURATION AND EXERCISE OF WARRANT.
(a) The rights represented by this Warrant may be
exercised, by the Warrantholder of record, in whole, or from
time to time in part (but covering at least the lesser of 1,000
shares or the Exercise Form annexed hereto (the "Exercise
Form") duly executed by the Warrantholder of record and
specifying the number of Warrant Shares to be purchased, to the
Company at the office of the Company located at 4828 Loop
Central Drive, Suite 150, Houston Texas 77081 (or such other
office or agency of the Company as it may designated by notice
to the Warrantholder at the address of such Warrantholder
appearing on the books of the Company) during normal business
hours on any day (a "Business Day") other than a Saturday,
Sunday or a day on which the Company is otherwise closed for
business (a "Nonbusiness Day") or or after 9:00 a.m. Houston,
Texas time on the Initial Exercise Date but not later than 5:00
p.m. on the Expiration Date (or 5:00 p.m. on the next
succeeding Business Day, if the Expiration Date is a Nonbusiness
Day), delivery of payment to the Company of the Exercise Price
for the number of Warrant Shares or cash in lieu thereof
specified in the Exercise Form and such documentation as to the
identify and authority of the Warrantholder as the Company may
reasonably request.
(b) Certificates for the Warrant Shares specified in the
Exercise Form shall be delivered to the Warrantholder as
promptly as practicable, and in any event within ten business
<PAGE>
days, after the date the Company receives the fully completed
Exercise Form. The stock certificates so delivered shall be in
denominations specified by the Warrantholder, and shall be
issued in the name of the Warrantholder. Such Warrant Shares
shall be deemed by the Company to be issued to the
Warrantholder that is the record holder of such Warrant Shares
as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for the Warrant
Shares as aforesaid.
(c) If this Warrant shall have been exercised only in
part, the Company shall, at the time of delivery of the
certificates for the Warrant Shares, deliver to the
Warrantholder a new Warrant evidencing the rights to purchase
the remaining Warrant Shares, which new Warrant shall in all
other respects be identical with this Warrant.
(d) No adjustments or payments shall be made on or in
respect of Warrant Shares issuable on the exercise of this
Warrant for any cash dividends paid or payable to holders of
record of Common Stock prior to the date as of which the
Warrantholder shall be deemed to be the record holder of such
Warrant Shares.
1.2 LIMITATION ON EXERCISE. If this Warrant is not exercised
prior to 5:00 p.m. on the Expiration date (or the next succeeding
Business day, if the Expiration date is a Nonbusiness Day), this
Warrant, or any new Warrant issued pursuant to Section 1.1, shall
cease to be exercisable and shall become void and all rights of the
Warrantholder hereunder shall cease. This Warrant shall not
exercisable and no Warrant Shares shall be issued hereunder, prior
to 9:00 a.m. Houston, Texas time on the Initial Exercise Date.
1.3 PAYMENT OF TAXES. The issuance of certificates for Warrant
Shares shall be made without charge to the Warrantholder for any
stock transfer or other issuance tax in respect thereto.
1.4 TRANSFER: RESTRICTION ON TRANSFER.
(a) This warrant shall not be transferrable, in whole or
in part, without the consent of the Company.
(b) Neither this Warrant nor any of the Warrant Shares,
nor any interest or participation in either, may be in any
manner transferred or disposed of, in whole or in part except
in compliance with applicable United States federal and state
securities laws.
1.5 DIVISIBILITY OF WARRANT. This Warrant may be divided into
warrants representing one Warrant Share or multiples thereof, upon
surrender at the principal office of the Company on any Business day,
without charge to any Warrantholder.
1.6 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.
The Company hereby represents, warrants and covenants as follows:
(a) EXISTENCE. The Company is a corporation duly
organized and validly existing under the laws of the State of
Colorado and is authorized to do business and is in good
standing as a foreign corporation in every jurisdiction in
which it owns or leases real property or in which the nature of
its business requires it to be so qualified, except where the
failure to so qualify, individually or in the aggregate, could
not reasonably be expected to have a material adverse effect on
the Company.
(b) POWER AND AUTHORITY. The Company has all requisite
corporate power and authority, and has taken all corporate
action necessary, to execute, deliver and perform this Warrant,
to grant, issue and deliver this Warrant and to authorize and
reserve for issuance and, upon payment from time to time of the
Exercise Price, to issue and deliver the shares of Common
<PAGE>
Stock issuable upon exercise of the Warrant. This Warrant has
been duly executed and delivered by the Company.
(c) RESERVATION, ISSUANCE AND DELIVERY OF COMMON STOCK.
There has been reserved for issuance, and the Company shall at
all times keep reserved, out of the authorized and unissued
shares of Common Stock, a number of shares sufficient to
provide for the exercise of the rights of purchase represented
by this Warrant, and such shares, when issued upon receipt of
payment therefor in accordance with the terms of this Warrant,
will be legally and validly issued, fully paid and
nonassessable and will be free of any preemptive rights of
stockholders.
(d) EXECUTION AND DELIVERY. Neither the execution or
delivery of this Warrant nor the consummation of the
transactions herein contemplated does or will result in a
breach or violation of any of the terms or provisions of, or
constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other agreement or instrument to which
the Company is a party or by which the Company is bound or to
which any of the property or assets of the Company is subject,
nor will such action result in any violation of any provision
of the Articles of Incorporation or Bylaws of the Company or
any statute or any order, rule or regulation or any court or
governmental agency or body having jurisdiction over the
Company or any of its properties.
(e) VALID AND BINDING OBLIGATIONS. This Warrant, when
duly executed and delivered, will constitute legal, valid and
binding obligations of the Company, enforceable in accordance
with its terms, subject to any applicable bankruptcy,
insolvency or other laws of general application affecting
creditors' rights and judicial decisions interpreting any of
the foregoing.
2. RESERVATION.
All Warrant Shares which are issued upon the exercise of the rights
represented by this Warrant shall, upon issuance and payment of the Exercise
price, be validly issued, fully paid and nonassessable and free from all
taxes, liens, security interests, charges and other encumbrances with respect
to the issue thereof other than taxes in respect of any transfer occurring
contemporaneously with such issue. During the period within which this
Warrant may be exercised, the Company shall at all times have authorized and
reserved, and keep available free from preemptive rights, a sufficient number
of shares of Common Stock to provide for the exercise of this Warrant.
3. LOSS OR DESTRUCTION OF WARRANT.
Upon receipt by the Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and, in the case of
loss, theft or destruction, of such bond or indemnification as the Company
may reasonably require, and, in the case of such mutilation, upon surrender
and cancellation of this Warrant, the Company will execute and deliver a new
warrant of like tenor. The term "Warrant" as used herein includes any
Warrants issued in substitution or exchange of this Warrant.
4. OWNERSHIP OF WARRANT. The Company may deem and treat the person
in whose name this Warrant is registered as the holder and owner hereof
(nonwithstanding any notations of ownership or writing hereon made by anyone
other than the Company) for all purposes and shall not be affected by any
notice to the contrary.
<PAGE>
5. NO IMPAIRMENT.
The Company shall not by any action, including, without limitation,
amending its Articles of Incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of this Warrant, but will at
all times in good faith assist in the carrying out of all such terms and in
the taking of all such actions as may be necessary or appropriate to protect
the rights of the Warrantholder against impairment. Without limiting the
generality of the foregoing, the Company will (a) not change the par value of
any shares of Common Stock receivable upon the exercise of this Warrant to an
amount greater than the amount payable therefor upon such exercise, (b) take
all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant, (c) obtain all such authorizations,
exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations
under this Warrant, and (d) not undertake any reverse stock split,
combination, reorganization or other reclassification of its capital stock
which would have the effect of making this Warrant exercisable for less than
one share of Common Stock.
Upon the request of the Warrantholder, the Company will at any time
during the period this Warrant is outstanding acknowledge in writing, in form
reasonably satisfactory to the Warrantholder, the continued validity of this
Warrant and the Company's obligations hereunder.
6. MISCELLANEOUS.
6.1 ENTIRE AGREEMENT. This Warrant constitutes the entire
agreement between the Company and the Warrantholder with respect to
this Warrant and the Warrant Shares.
6.2 BINDING EFFECTS; BENEFITS. This Warrant shall inure to
the benefit of and shall be binding upon the Company, the
Warrantholder and holders of Warrant Shares and their respective
heirs and legal representatives. Nothing in this Warrant, expressed
or implied, is intended to or shall confer on any person other than
the Company, the Warrantholder and holder of Warrant Shares, or their
respective heirs and legal representatives, any rights, remedies,
obligations or liabilities under or by reason of this Warrant or the
Warrant Shares.
6.3 AMENDMENTS AND WAIVERS. This Warrant may not be modified
or amended except by an instrument in writing signed by the Company
and the Warrantholder. The Company, any Warrantholder or holders of
Warrant Shares may, by an instrument in writing, waive compliance by
the other party with any term or provision of this Warrant on the
part of such other party hereto to be performed or complied with.
The waiver by any such party of a breach of any term or provision of
this Warrant shall not be construed as a waiver of any subsequent
breach.
6.4 SECTION AND OTHER HEADINGS. The section and other
headings contained in this Warrant are for reference purposes only
and shall not be deemed to be a part of this Warrant or to affect
the meaning or interpretation of this Warrant.
6.5 FURTHER ASSURANCES. Each of the Company, the
Warrantholder and holders of Warrant Shares shall do and perform all
such further acts and things and execute and deliver all such other
certificates, instruments and/or powers of attorney as may be
necessary or appropriate as any party hereto may, at any time and
from time to time, reasonably request in connection with the
performance of any of the provisions of this Warrant.
6.6 NOTICES. All demands, requests, notices and other
communications required or permitted to be given under this Warrant
shall be in writing and shall be deemed to have been duly given if
delivered personally or sent by United States certified or registered
first class mail, postage prepaid, to the parties hereto at the
following addresses or at such other address as any party hereto shall
hereafter specify by notice to the other party hereto:
<PAGE>
(a) if to the Company, addressed to:
2-Infinity.com, Inc.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081
Attn: Ms. Kelly Nispel
(b) If to any Warrantholder or holder of Warrant
Shares, addressed to the address of such person appearing on
the books of the Company.
Except as otherwise provided herein, all such demands, requests,
notices and other communications shall be deemed to have been received
on the date of personal delivery thereof or on the third Business Day
after the mailing thereof.
6.7 SEPARABILITY. Any term or provision of this Warrant
which is invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable any other
term or provision of this Warrant or affecting the validity or
enforceability of any of the terms or provisions of this Warrant in
any other jurisdiction.
6.8 FRACTIONAL SHARES. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of
this Warrant. With respect to any fraction of a share called for upon
any exercise hereof, the Company shall pay to the Warrantholder an
amount in cash equal to such fraction multiplied by the then-current
market price.
6.9 RIGHTS OF THE HOLDER. No Warrantholder shall, solely by
virtue of this Warrant, be entitled to any rights of a stockholder of
the Company, either at law or in equity.
6.10 GOVERNING LAW. This Warrant shall be deemed to be a
contract made under the laws of the State of Texas and for all
purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts made and performed in
Texas.
6.11 RIGHT TO INFORMATION. The Company will provide the
Warrantholder and to all holders of Warrant Shares, on a timely basis,
copies of all documents and reports filed with the Securities and
Exchange Commission (the "Commission") and publicly available
annual and quarterly financial statements, as may be requested in
writing by the Warrantholder.
6.12 MERGER OR CONSOLIDATION OF THE COMPANY. So long as this
Warrant remains in effect, the Company will not merge or consolidate
with or into, or sell, transfer or lease all or substantially all of
its property to, any other corporation unless the successor or
purchasing corporation, as the case may be, (i) shall be the Company
or (ii) if not the Company, shall expressly assume, by supplemental
agreement executed and delivered to the Warrantholder, the performance
and observance of each and every covenant and condition of this
Warrant to be performed and observed by the Company under this
Warrant.
6.13 RULE 144
(a) REPORTING REQUIREMENTS. With a view to making
available to the Warrantholder the benefits of certain rules of
the Commission that may permit the sale of shares of Common
Stock to the public without registration, the Company hereby
covenants and agrees to use its reasonable business efforts
after the Initial Exercise Date to file in a timely manner all
reports and other documents required to be filed by it under
the Securities Act of 1933, as amended the "Act" and the
Securities Exchange Act of 1934, as amended, and the rules and
regulations adopted by the Commission thereunder necessary to
permit sales under Rule 144 under the Act, and the Company will
take such further action which does not have material cost to
the Company to the
<PAGE>
extent required from time to time to enable the Warrantholder
to sell shares of Common Stock without registration under the
Act within the limitation of the exemptions provided by (a)
Rule 144 under the Act, as such Rule may be amended from time
to time, or (b) any similar rule or regulation hereafter
adopted by the Commission. Upon the written request of a
Warrantholder, the Company will deliver to such Warrantholder a
written statement as to whether it has complied with such
requirements.
(b) HOLDING PERIOD. In order to satisfy the holding period
requirement of Rule 144, the holder of Warrant Shares is,
generally, required to own those Warrant Shares for at least
one year prior to their resale. For purposes of Rule 144, the
one-year holding period does not begin until the Exercise Price
for the Warrant Shares has been paid in full.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer as of the date first written above.
2-INFINITY.COM, INC.
By: /s/ Majed M. Jalali
Majed M. Jalali
Chief Executive Officer
<PAGE>
EXERCISE FORM
(To be executed upon exercise of this Warrant)
The undersigned, the record holder of this Warrant, hereby irrevocably
elects to exercise the right, represented by this Warrant, to purchase
______________ of the Warrant Shares, and herewith tenders payment for such
Warrant Shares to the order of 2-INFINITY.COM, INC., in the amount of
$___________ in accordance with the terms of this Warrant. The undersigned
requests that a certificate for such Warrant Shares be registered in the name
of _____________ and that such certificate be delivered to ______________,
whose address is ________________.
Date: ____________________________ Signature: ________________________
<PAGE>
EXHIBIT C
CERTIFICATE OF INDIVIDUAL EQUITY OWNER
<PAGE>
CERTIFICATE OF INDIVIDUAL EQUITY OWNER
THE UNDERSIGNED hereby represents, warrants and certifies that the
following is true and correct as it relates to the undersigned:
A. Name: John R. Weaver
B. Age: 58
C. Social Security
Number: ###-##-####
D. Home Address: 10203 Piping Rock
Houston, Texas 77042
E. Home Phone: 713-789-3932
F. Office Address: 10260 Westheimer #330
Houston, Texas 77042
G. Office Phone: 713-977-3000
H. Financial Information:
I understand that, for purposes of complying with federal and
state securities laws, with certain limited exceptions, subscriptions
for shares of common stock in 2-Infinity.Com, Inc. (the "Company") are
limited to persons who are "accredited investors:" persons whose
individual net worth (or joint net worth with spouse) exceeds $1,000,000
or who had individual income in excess of $200,000 in each of the
preceding 2 years (or joint income with spouse in excess of $300,000 in
each of the preceding 2 years) and anticipates reaching the same income
level in the current year. "Accredited investor" includes any entity in
which all of the owners are accredited investors.
I hereby represent that: /X/ I am an "accredited investor."
/ / I am not an "accredited investor."
I. Check whichever of the following are true:
/ / I have a relationship with the Company or its principals,
executive officers, or directors evincing trust, such as close
business association, close friendship, or close family ties.
/ / I have a general knowledge of finance, securities, and investments.
/ / I have skill and experience in investments based on my actual
participation in investments.
/X/ I can easily afford to lose my entire investment.
IN WITNESS WHEREOF, the undersigned represents that the foregoing
statements are true and correct and that he has executed this Certificate
this 28th day of April, 2000.
/s/ JOHN R. WEAVER
----------------------------------
Signature
John R. Weaver
----------------------------------
