<PAGE>
THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE,
SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM, SUBSTANCE
AND SCOPE REASONABLY ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT.
2-INFINITY.COM, INC.
WARRANT TO PURCHASE COMMON STOCK
Warrant No.: ____________________ Number of Shares: ____________
Date of Issuance: _______________
2-Infinity.com, Inc., a Colorado corporation (the "COMPANY"), hereby
certifies that, for value received, Cache Capital "USA" LP, the registered
holder hereof or its assigns, is entitled, subject to the terms set forth
below, to purchase from the Company upon surrender of this Warrant, at any
time or times on or after the date hereof, but not after 5:00 P.M. Eastern
Standard Time on the Expiration Date (as defined herein) fully-paid,
nonassessable shares of Common Stock (as defined herein) of the Company (the
"WARRANT SHARES") at the purchase price per share provided in Section 1(b)
below (the "WARRANT EXERCISE PRICE"); provided, however, that in no event
shall the holder be entitled to exercise this Warrant for a number of Warrant
Shares in excess of that number of Warrant Shares which would cause the
aggregate number of shares of Common Stock beneficially owned by the holder
and its affiliates to exceed 4.9% of the outstanding shares of the Common
Stock following such exercise. For purposes of the foregoing proviso the
aggregate number of shares of Common Stock beneficially owned by the holder
and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of this Warrant with respect to which the determination of such
proviso is being made, but shall exclude shares of Common Stock which would be
issuable upon (i) exercise of the remaining, unexercised Series A Preferred
Share Warrants (as defined below) beneficially owned by the holder and its
affiliates, and (ii) conversion of the remaining, outstanding shares of Series
A Preferred Stock, no par value ("Series A Preferred Shares") beneficially
owned by the holder and its affiliates. Except as set forth in the preceding
sentence, for purposes of this paragraph, beneficial ownership shall be
calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.
Section 1. GENERAL PROVISIONS
(a) SECURITIES PURCHASE AGREEMENT. This Warrant is one of the
warrants (the "Series A Preferred Share Warrants") issued pursuant to that
certain Securities Purchase Agreement dated as of among the Company and the
Buyers referred to therein (the "Securities Purchase Agreement").
(b) DEFINITIONS. The following words and terms as used in this
Warrant shall have the following meanings:
"AVERAGE MARKET PRICE" means, with respect to any security for any
period, that price which shall be computed as the arithmetic average of the
last closing bid prices for such security for each trading day in such period
on the principal securities exchange or trading market for such security where
such security is listed or
<PAGE>
traded as reported by Bloomberg Financial Markets ("BLOOMBERG"), or if the
market value cannot be calculated for such period on the foregoing bases, the
last closing bid price of such security in the over-the-counter market on the
pink sheets or bulletin board for such security as reported by Bloomberg, or,
if no closing bid price is reported for such security by Bloomberg, the last
closing trade price of such security as reported by Bloomberg. If the market
value cannot be calculated for such period on any of the foregoing bases, the
Average Market Price shall be the average fair market value during such period
as reasonably determined in good faith by the Board of Directors of the
Company (all as appropriately adjusted for any stock dividend, stock, split or
other similar transaction during such period).
"ARTICLES OF AMENDMENT" means the Company's Articles of Amendment to
the Articles of Incorporation setting forth the designations, preferences and
rights relating to Series A Preferred Shares.
"CLOSING BID PRICE" shall have the meaning as defined in the Articles
of Amendment of the Company.
"COMMON STOCK" means (i) the Company's common stock, no par value per
share, and (ii) any capital stock into which such Common Stock shall have been
changed or any capital stock resulting from a reclassification of such Common
Stock.
"EXPIRATION DATE" means the date five (5) years from the date of this
Warrant or, if such date falls on a Saturday, Sunday or other day on which
banks are required or authorized to be closed in the City of New York or the
State of New York (a "Holiday"), the next preceding date that is not a
Saturday, Sunday or Holiday.
"PERSON" means an individual, a limited liability company, a
partnership, a joint venture, a corporation, a trust, an unincorporated
organization and a government or any department or agency thereof.
"SECURITIES ACT" means the Securities Act of 1933, as amended.
"WARRANT" shall mean this warrant and all warrants issued in
exchange, transfer or replacement of any thereof.
"WARRANT EXERCISE PRICE" shall be equal to 100% of the Closing Bid
Price on the closing day of the transaction contemplated by the Securities
Purchase Agreement, subject to adjustment as hereinafter provided.
(c) OTHER DEFINITIONAL PROVISIONS.
(i) Except as otherwise specified herein, all references herein
(A) to the Company shall be deemed to include the Company's successors and (B)
to any applicable law defined or referred to herein, shall be deemed
references to such applicable law as the same may have been or may be amended
or supplemented from time to time.
(ii) When used in this Warrant, the words "HEREIN," "HEREOF," and
"HEREUNDER," and words of similar import, shall refer to this Warrant as a
whole and not to any provision of this Warrant, and the words "Section,"
"Schedule," and "Exhibit" shall refer to Sections of, and Schedules and
Exhibits to, this Warrant unless otherwise specified.
(iii) Whenever the context so requires, the neuter gender includes
the masculine or feminine, and the singular number includes the plural, and
vice versa.
Section 2. EXERCISE OF WARRANT.
(a) Subject to the terms and conditions hereof, this Warrant may
be exercised by the holder hereof then registered on the books of the Company,
in whole or in part, at any time during normal business hours on any business
day on or after the opening of business on the date hereof and prior to 5:00
P.M. Eastern Standard Time on the Expiration Date by (i) delivery of a written
notice, in the form of the subscription notice attached as Exhibit A hereto,
of such holder's election to exercise this Warrant, which notice shall specify
the number of Warrant Shares to be purchased, (ii) payment to the Company of
an amount equal to the Warrant Exercise Price multiplied by the number of
Warrant Shares as to which the Warrant is being exercised (plus any applicable
issue or transfer taxes) (the "AGGREGATE EXERCISE PRICE") in cash or by check
or wire transfer, and (iii) the surrender of this Warrant, at the principal
office of the Company; provided, that if such Warrant Shares are to be issued
in any name other than that of the registered holder of this Warrant, such
issuance shall be deemed a transfer and the provisions of Section 7 shall be
applicable.
(b) This Warrant may also be exercised on a cashless basis, by
submitting the Warrant as described above with an indication of election to
use cashless exercise. The number of shares of Common Stock to be issued on
cashless exercise shall be determined as follows:
X = Y (A-B)
-------
A
where "X" equals the number of shares of Common Stock to be received on
cashless exercise, "Y" equals the number of Warrants so exercised, "A" equals
the Average Market Price of the Common Stock for the period of five (5)
trading days immediately preceding the date of exercise, and "B" equals the
Warrant Exercise Price. For purposes of Rule 144(d)(3)(iii), it is understood
that the Common Stock issuable on exercise of this Warrant in a cashless
exercise transaction shall be deemed to have been acquired, and the holding
period applicable thereto shall have commenced, on the date this Warrant was
issued.
(c) In the event of any exercise of the rights represented by
this Warrant in compliance with Section 2(a), a certificate or certificates
for the Warrant Shares so purchased, in such denominations as may be requested
by the holder hereof and registered in the name of, or as directed by, the
holder, shall be delivered at the Company's expense to, or as directed by,
such holder as soon as practicable after such rights shall have been so
exercised, and in any event no later than five (5) business days after such
exercise. In the case of a dispute as to the determination of the Warrant
Exercise Price or the Average Market Price of a security or the arithmetic
calculation of the Warrant Shares, the Company shall promptly issue to the
holder the number of shares of Common Stock that is not disputed and shall
submit the disputed determinations or arithmetic calculations to the holder
via facsimile within one (1) day of receipt of the holder's subscription
notice. If the holder and the Company are unable to agree upon the
determination of the Warrant Exercise Price or Average Market Price or
arithmetic calculation of the Warrant Shares within one (1) business day of
such disputed determination or arithmetic calculation being submitted to the
holder, then the Company shall immediately submit via facsimile (i) the
disputed determination of the Warrant Exercise Price or the Average Market
Price to an independent, reputable investment banking firm or (ii) the
disputed arithmetic calculation of the Warrant Shares to its independent,
outside accountant. The Company shall cause the investment banking firm or the
accountant, as the case may be, to perform the determinations or calculations
and notify the Company and the holder of the results no later than forty-eight
(48) hours from the time it receives the disputed determinations or
calculations. Such investment bank's or accountant's determination or
calculation, as the case may be, shall be deemed conclusive absent manifest
error.
(d) Unless the rights represented by this Warrant shall have
expired or shall have been fully exercised, the Company shall, as soon as
practicable and in any event no later than five (5) business days after any
exercise and at its own expense, issue a new Warrant identical in all respects
to the Warrant exercised except (i) it shall represent rights to purchase the
number of Warrant Shares purchasable immediately prior to
<PAGE>
such exercise under the Warrant exercised, less the number of Warrant Shares
with respect to which such Warrant is exercised, and (ii) the holder thereof
shall be deemed for all corporate purposes to have become the holder of record
of such Warrant Shares immediately prior to the close of business on the date
on which the Warrant is surrendered and payment of the amount due in respect
of such exercise and any applicable taxes is made, irrespective of the date of
delivery of certificates evidencing such Warrant Shares, except that, if the
date of such surrender and payment is a date when the stock transfer books of
the Company are properly closed, such person shall be deemed to have become
the holder of such Warrant Shares at the opening of business on the next
succeeding date on which the stock transfer books are open.
(e) No fractional shares of Common Stock are to be issued upon
the exercise of this Warrant, but rather the number of shares of Common Stock
issued upon exercise of this Warrant shall be rounded up or down to the
nearest whole number.
(f) If the Company shall fail for any reason or for no reason to
issue to a holder within five (5) business days after the time required under
this Section 2, a certificate for the number of shares of Common Stock to
which the holder is entitled upon the holder's exercise of this Warrant or a
new Warrant for the number of shares of Common Stock to which such holder is
entitled pursuant to Section 2(b) hereof, the Company shall, in addition to
any other remedies under this Agreement or otherwise available to such holder
including any indemnification pursuant to Section 8 of Securities Purchase
Agreement, pay as additional damages in cash to such holder for each day such
issuance is not timely effected after the fifth (5th) business day following
the time required under this Section 2, an amount equal to 0.1% of the product
of (x) the number of shares of Common Stock not issued to the holder and the
number of shares of Common Stock represented by the new Warrant not issued to
the holder, on a timely basis and to which such holder is entitled hereunder
and (y) the Closing Bid Price (as defined in the Articles of Amendment) of the
Common Stock on the last possible date which the Company could have issued
such new Warrant or shares of Common Stock to such holder without violating
this Section 2.
Section 3. COVENANTS AS TO COMMON STOCK. The Company hereby
covenants and agrees as follows:
(a) This Warrant is duly authorized and validly issued.
(b) All Warrant Shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof.
(c) During the period within which the rights represented by
this Warrant may be exercised, the Company will at all times have authorized
and reserved at least the number of shares of Common Stock needed to provide
for the exercise of the rights then represented by this Warrant and the par
value of said shares will at all times be less than or equal to the applicable
Warrant Exercise Price.
(d) The Company shall promptly secure the listing of the shares
of Common Stock issuable upon exercise of this Warrant upon each national
securities exchange or automated quotation system, if any, upon which shares
of Common Stock are then listed (subject to official notice of issuance upon
exercise of this Warrant) and shall maintain, so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock
from time to time issuable upon the exercise of this Warrant; and the Company
shall so list on each national securities exchange or automated quotation
system, as the case may be, and shall maintain such listing of, any other
shares of capital stock of the Company issuable upon the exercise of this
Warrant if and so long as any shares of the same class shall be listed on such
national securities exchange or automated quotation system.
<PAGE>
(e) The Company will not, by amendment of 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 to be observed or performed by it hereunder, but will at all
times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may reasonably be requested by
the holder of this Warrant in order to protect the exercise privilege of the
holder of this Warrant against dilution or other impairment, consistent with
the tenor and purpose of this Warrant. No impairment of the designations,
preferences and rights of the Series A Preferred Shares contained in the
Articles of Amendment or any waiver thereof which has an adverse effect on the
rights granted hereunder shall be given effect until the Company has taken
appropriate action (satisfactory to the holders of Series A Preferred Share
Warrants representing a majority of the shares of Common Stock issuable upon
the exercise of such Series A Preferred Share Warrants then outstanding) to
avoid such adverse effect with respect to this Warrant. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value
of any shares of Common Stock receivable upon the exercise of this Warrant
above the Exercise Price then in effect, and (ii) will take all such actions
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.
(f) This Warrant will be binding upon any entity succeeding to
the Company by merger, consolidation or acquisition of all or substantially
all of the Company's assets.
Section 4. TAXES. The Company shall not be required to pay any
tax or taxes attributable to the initial issuance of the Warrant Shares or any
permitted transfer involved in the issue or delivery of any certificates for
Warrant Shares in a name other than that of the registered holder hereof or
upon any permitted transfer of this Warrant.
Section 5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as
otherwise specifically provided herein, no holder, as such, of this Warrant
shall be entitled to vote or receive dividends or be deemed the holder of
shares of the Company for any purpose, nor shall anything contained in this
Warrant be construed to confer upon the holder hereof, as such, any of the
rights of a stockholder of the Company or any right to vote, give or withhold
consent to any corporate action (whether any reorganization, issue of stock,
reclassification of stock, consolidation, merger, conveyance or otherwise),
receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the holder of this Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of
this Warrant. In addition, nothing contained in this Warrant shall be
construed as imposing any liabilities on such holder to purchase any
securities or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company. Notwithstanding this
Section 5, the Company will provide the holder of this Warrant with copies of
the same notices and other information given to the stockholders of the
Company generally, contemporaneously with the giving thereof to the
stockholders.
Section 6. REPRESENTATIONS OF HOLDER. The holder of this
Warrant, by the acceptance hereof, represents that it is acquiring this
Warrant and the Warrant Shares for its own account for investment and not with
a view to, or for sale in connection with, any distribution hereof or of any
of the shares of Common Stock or other securities issuable upon the exercise
thereof, and not with any present intention of distributing any of the same.
The holder of this Warrant further represents, by acceptance hereof, that, as
of this date, such holder is an "accredited investor" as such term is defined
in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act (an "Accredited Investor"). Upon exercise
of this Warrant, the holder shall, if requested by the Company, confirm in
writing, in a form satisfactory to the Company, that the Warrant Shares so
purchased are being acquired solely for the holder's own account and not as a
nominee for any other party, for investment, and not with a view toward
distribution or resale and that such holder is an Accredited Investor. If such
holder cannot make such representations because they would be factually
incorrect, it shall be a condition to such holder's exercise of the Warrant
that the Company receive
<PAGE>
such other representations as the Company considers reasonably necessary to
assure the Company that the issuance of its securities upon exercise of the
Warrant shall not violate any United States or state securities laws.
Section 7. OWNERSHIP AND TRANSFER.
(a) The Company shall maintain at its principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the holder hereof), a register for this Warrant, in which the
Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee.
The Company may treat the person in whose name any Warrant is registered on
the register as the owner and holder thereof for all purposes, notwithstanding
any notice to the contrary, but in all events recognizing any transfers made
in accordance with the terms of this Warrant.
(b) This Warrant and the rights granted to the holder hereof are
transferable, in whole or in part, upon surrender of this Warrant, together
with a properly executed warrant power in the form of Exhibit B attached
hereto; provided, however, that any transfer or assignment shall be subject to
the conditions set forth in Section 7(c) below.
(c) The holder of this Warrant understands that this Warrant has
not been and is not expected to be, registered under the Securities Act or any
state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (a) subsequently registered thereunder, or (b) such holder
shall have delivered to the Company an opinion of counsel, reasonably
satisfactory in form, scope and substance to the Company, to the effect that
the securities to be sold, assigned or transferred may be sold, assigned or
transferred pursuant to an exemption from such registration; (i) any sale of
such securities made in reliance on Rule 144 promulgated under the Securities
Act may be made only in accordance with the terms of said Rule and further, if
said Rule is not applicable, any resale of such securities under circumstances
in which the seller (or the person through whom the sale is made) may be
deemed to be an underwriter (as that term is defined in the Securities Act)
may require compliance with some other exemption under the Securities Act or
the rules and regulations of the Securities and Exchange Commission
thereunder; and (ii) neither the Company nor any other person is under any
obligation to register the Series A Preferred Share Warrants under the
Securities Act or any state securities laws or to comply with the terms and
conditions of any exemption thereunder.
(d) The Company is obligated to register the Warrant Shares for
resale under the Securities Act pursuant to the Registration Rights Agreement
dated as of August 14, 2000, by and between the Company and the Buyers listed
on the signature page thereto (the "REGISTRATION RIGHTS AGREEMENT") and the
initial holder of this Warrant (and certain assignees thereof) is entitled to
the registration rights in respect of the Warrant Shares as set forth in the
Registration Rights Agreement.
Section 8. ADJUSTMENT OF WARRANT EXERCISE PRICE. In order to
prevent dilution of the rights granted under this Warrant, the Warrant
Exercise Price shall be adjusted from time to time as follows:
(a) ADJUSTMENT OF WARRANT EXERCISE PRICE UPON SUBDIVISION OR
COMBINATION OF COMMON STOCK. If the Company at any time after the date of
issuance of this Warrant, subdivides (by any stock split, stock dividend,
recapitalization or otherwise) one or more classes of its outstanding shares
of Common Stock into a greater number of shares, the Warrant Exercise Price in
effect immediately prior to such subdivision will be proportionately reduced
and the number of shares of Common Stock obtainable upon exercise of this
Warrant will be proportionately increased. If the Company at any time after
the date of issuance of this Warrant combines (by combination, reverse stock
split or otherwise) one or more classes of its outstanding shares of Common
Stock into a smaller number of shares, the Warrant Exercise Price in effect
immediately prior to such combination will be proportionately increased and
the number of shares of Common Stock obtainable upon exercise of this Warrant
will be proportionately decreased.
<PAGE>
(b) REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR
SALE. Any recapitalization, reorganization, reclassification, consolidation,
merger, sale of all or substantially all of the Company's assets to another
Person (as defined below) or other similar transaction which is effected in
such a way that holders of Common Stock are entitled to receive (either
directly or upon subsequent liquidation) stock, securities or assets with
respect to or in exchange for Common Stock is referred to herein as "ORGANIC
CHANGE." Prior to the consummation of any Organic Change, the Company will
make appropriate provision (in form and substance satisfactory to the holders
of the Series A Preferred Share Warrants representing a majority of the shares
of Common Stock issuable upon exercise of such Series A Preferred Share
Warrants then outstanding) to insure that each of the holders of the Series A
Preferred Share Warrants will thereafter have the right to acquire and receive
in lieu of or in addition to (as the case may be) the shares of Common Stock
immediately theretofore acquirable and receivable upon the exercise of such
holder's Series A Preferred Share Warrants, such shares of stock, securities
or assets as may be issued or payable with respect to or in exchange for the
number of shares of Common Stock immediately theretofore acquirable and
receivable upon the exercise of such holder's Series A Preferred Share
Warrants had such Organic Change not taken place. In any such case, the
Company will make appropriate provision (in form and substance satisfactory to
the holders of the Series A Preferred Share Warrants representing a majority
of the shares of Common Stock issuable upon exercise of such Series A
Preferred Share Warrants then outstanding) with respect to such holders'
rights and interests to insure that the provisions of this Section 8 and
Section 9 below will thereafter be applicable to the Series A Preferred Share
Warrants. The Company will not effect any such consolidation, merger or sale,
unless prior to the consummation thereof, the successor entity (if other than
the Company) resulting from consolidation or merger or the entity purchasing
such assets assumes, by written instrument (in form and substance satisfactory
to the holders of Series A Preferred Share Warrants representing a majority of
shares of Common Stock issuable upon exercise of the Series A Preferred Share
Warrants then outstanding), the obligation to deliver to each holder of Series
A Preferred Share Warrants such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled to
acquire.
(c) NOTICES.
(i) Immediately upon any adjustment of the Warrant
Exercise Price, the Company will give written notice thereof to the
holder of this Warrant, setting forth in reasonable detail and
certifying the calculation of such adjustment.
(ii) The Company will give written notice to the holder of
this Warrant at least twenty (20) days prior to the date on which the
Company closes its books or takes a record (A) with respect to any
dividend or distribution upon the Common Stock, (B) with respect to any
pro rata subscription offer to holders of Common Stock or (C) for
determining rights to vote with respect to any Organic Change,
dissolution or liquidation, except that in no event shall such notice
be provided to such holder prior to such information being made known
to the public.
(iii) The Company will also give written notice to the
holder of this Warrant at least twenty (20) days prior to the date on
which any Organic Change, dissolution or liquidation will take place.
Section 9. PURCHASE RIGHTS. If at any time the Company grants,
issues or sells any Options, Convertible Securities or rights to purchase
stock, warrants, securities or other property pro rata to the record holders
of any class of Common Stock (the "Purchase Rights"), then the holder of this
Warrant will be entitled to acquire, upon the terms applicable to such
Purchase Rights, the aggregate Purchase Rights which such holder could have
acquired if such holder had held the number of shares of Common Stock
acquirable upon complete exercise of this Warrant immediately before the date
on which a record is taken for the grant, issuance or sale of such Purchase
Rights, or, if no such record is taken, the date as of which the record
holders
<PAGE>
of Common Stock are to be determined for the grant, issue or sale of such
Purchase Rights.
Section 10. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If
this Warrant is lost, stolen, mutilated or destroyed, the Company shall, on
receipt of an indemnification undertaking or bond satisfactory to the Company,
issue a new Warrant of like denomination and tenor as the Warrant so lost,
stolen, mutilated or destroyed.
Section 11. NOTICE. Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this
Warrant must be in writing and will be deemed to have been delivered (i) upon
receipt, when delivered personally; (ii) upon receipt, when sent by facsimile,
provided a copy is mailed by U.S. certified mail, return receipt requested;
(iii) three (3) days after being sent by U.S. certified mail, return receipt
requested; or (iv) one (1) day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications
shall be:
If to the Company: 2-Infinity.com, Inc.
4828 Loop Central Drive, Suite 150
Houston, Texas 77081
Attention: President
Facsimile Number: (713) 838-8741
If to a holder of this Warrant, to it at the address set forth
below such holder's signature on the signature page hereof.
Each party shall provide five (5) days' prior written notice to the other party
of any change in address or facsimile number.
Section 12. MISCELLANEOUS. This Warrant and any term hereof may
be changed, waived, discharged, or terminated only by an instrument in writing
signed by the party or holder hereof against which enforcement of such change,
waiver, discharge or termination is sought. The headings in this Warrant are
for convenience of reference only and shall not limit or otherwise affect the
meaning hereof. This Warrant shall be governed by and interpreted under the
laws of the State of Georgia. Venue shall lie exclusively in the federal or
state courts of Fulton County, Georgia.
Section 13. DATE. The date of this Warrant is _______________,
2000. This Warrant, in all events, shall be wholly void and of no effect after
the close of business on the Expiration Date, except that notwithstanding any
other provisions hereof, the provisions of Section 7 shall continue in full
force and effect after such date as to any Warrant Shares or other securities
issued upon the exercise of this Warrant.
2-INFINITY.COM, INC.
By: /s/ Majed M. Jalali
---------------------------------
Name: Majed M. Jalali
Its: Chairman of the Board, Chief Executive Officer
and President
ACCEPTED:
CACHE CAPITAL "USA" LP
By: ________________________________
Name: ______________________________
Title: _____________________________
Address: ___________________________
___________________________________
___________________________________
___________________________________
<PAGE>
EXHIBIT A TO WARRANT
SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
2-INFINITY.COM, INC.
The undersigned hereby exercises the right to purchase the number of
Warrant Shares covered by this Warrant specified below according to the
conditions thereof and herewith makes payment therefor in the amount of
$____________________, the Aggregate Exercise Price of such Warrant Shares in
full, and requests that such Warrant Shares be issued in the name of:
CACHE CAPITAL "USA" LP
Dated: ________________
By: ______________________________________
Name: ______________________________________
Title: ______________________________________
Address: ______________________________________
______________________________________
______________________________________
Number of Warrant
Shares Being Purchased: _____________________
<PAGE>
EXHIBIT B TO WARRANT
FORM OF WARRANT POWER
FOR VALUE RECEIVED, the undersigned does hereby assign and transfer to
__________________ ____________________________________________ Federal
Identification No. __________________, a warrant to purchase ______________
shares of the capital stock of 2-INFINITY.COM, INC., a Colorado corporation,
represented by warrant certificate No. ________, standing in the name of the
undersigned on the books of said corporation. The undersigned does hereby
irrevocably constitute and appoint
______________________________________________, attorney to transfer the
warrants of said corporation, with full power of substitution in the premises.
Dated: ___________________ ________________________________________
By: ____________________________________
Its: ___________________________________
