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EXHIBIT 10.27
NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE
BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE, OR UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"). THE SECURITIES ARE RESTRICTED AND MAY NOT BE
OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES
ACT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM SUCH
REGISTRATION REQUIREMENTS.
TELESERVICES INTERNET GROUP INC.
COMMON STOCK PURCHASE WARRANT
1. Issuance. In consideration of good and valuable consideration, the
receipt of which is hereby acknowledged by TeleServices Internet Group Inc., a
Florida corporation (the "Company"), ________________________ (the "Holder") is
hereby granted the right to purchase, subject to Section 2 hereof, at any time
commencing on March 1, 2001 and until 5:00 P.M., E.S.T., on March 1, 2006 (the
"Expiration Date"), _______________________ (_____) fully paid and nonassessable
shares (the "Warrant Shares") of the Company's Common Stock, $.0001 par value
per share (the "Common Stock"). The purchase price of one share of Common Stock
under this Warrant shall be US$1.00 (the "Exercise Price"), subject to further
adjustment as set forth in Section 6 hereof.
2. Exercise of Warrants. This Warrant is exercisable in whole or in
part at the Exercise Price per share of Common Stock payable hereunder, payable
in cash, by certified or official bank check, or by wire transfer. Upon
surrender of this Warrant with the annexed Notice of Exercise Form duly
executed, together with payment of the Exercise Price for the shares of Common
Stock purchased, the Holder shall be entitled to receive a certificate or
certificates for the shares of Common Stock so purchased. Notwithstanding the
foregoing, the Warrant may also be exercisable by means of a "cashless exercise"
as described in Section 6.4 below.
3. Registration of Shares. The Company shall include the shares of
common stock underlying the warrants in a registration statement to be filed
with the SEC within 90 days from the completion of financial statements of The
Affinity Group, Inc. meeting the requirements of Regulation S-X of the
Securities Act and the Securities Exchange Act. The Company shall use its best
efforts for the registration statement to become effective within 120 days from
the date of completion of the above-referenced financial statements, and to keep
such registration statement effective for five (5) years from said date.
4. Mutilation or Loss 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) receipt of
reasonably satisfactory indemnification (which shall not include the posting of
any bond by the Holder), and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver a new Warrant
of like tenor and date and any such lost, stolen, destroyed or mutilated Warrant
shall thereupon become void.
5. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.
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6. Protection Against Dilution
6.1 Adjustment Mechanism. If an adjustment of the Exercise Price
is required pursuant to this Section 6, the Holder shall be entitled to purchase
such number of additional shares of Common Stock as will cause (i) the total
number of shares of Common Stock the Holder is entitled to purchase pursuant to
this Warrant, multiplied by (ii) the adjusted purchase price per share, to equal
(iii) the dollar amount of the total number of shares of Common Stock the Holder
is entitled to purchase before adjustment multiplied by the total purchase price
before adjustment.
6.2 Capital Adjustments. In case of any stock split or reverse
stock split, stock dividend, reclassification of the Common Stock,
recapitalization, merger or consolidation, or like capital adjustment affecting
the Common Stock of the Company, the provisions of this Section 6 shall be
applied as if such capital adjustment event had occurred immediately prior to
the date of this Warrant and the original purchase price had been fairly
allocated to the stock resulting from such capital adjustment; and in other
respects the provisions of this Section shall be applied in a fair, equitable
and reasonable manner so as to give effect, as nearly as my be, to the purposes
hereof. A rights offering to stockholders shall be deemed a stock dividend to
the extent of the bargain purchase element of the rights.
6.3 Merger, Sale of Assets, Etc. If at any time while this
Warrant, or any portion hereof, is outstanding and unexpired there shall be (i)
a reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation or other entity
including a merger or consolidation in which the Company is the surviving entity
but the shares of the Company's capital stock outstanding immediately prior to
the merger are converted by virtue of the merger into other property, whether in
the form of securities, cash, or otherwise, or (iii) a sale or transfer of the
Company's properties and assets as, or substantially as, an entirety to any
other person, then as a part of such reorganization, merger, consolidation, sale
or transfer lawful provision shall be made so that the holder of this Warrant
shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and payment of the Exercise Price then in effect (or
pursuant to "cashless exercise"), the number of shares of stock or other
securities or property resulting from such reorganization, merger,
consolidation, sale or transfer that a holder of the shares deliverable upon
exercise of this Warrant would have been entitled to receive in such
reorganization, consolidation, merger, sale or transfer if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale or
transfer, all subject to further adjustment as provided in this Section 6. The
foregoing provisions of this Section 6 shall similarly apply to successive
reorganization, consolidations, mergers, sales and transfers and to the stock or
securities of any other corporation or other entity that are at the time
receivable upon the exercise of this Warrant. If the consideration deliverable
to the Holder hereof in connection with any such transactions is in a form other
than cash or marketable securities, then the value of such consideration shall
be determined in good faith by the Company's Board of Directors. In all events,
appropriate adjustment (as determined in good faith by the Company's Board of
Directors) shall be made in the application of the provisions of this Warrant
with respect to the rights and interests of the Holder after the transaction, to
the end that the provisions of this Warrant shall be applicable after that
event, as near as reasonably may be, in relation to any shares or other property
deliverable after that event upon exercise of this Warrant.
6.4 Cashless Exercise. This Warrant shall also be exercisable by
surrender of this Warrant without payment of any other consideration by means of
a "cashless exercise" pursuant to which the Holder shall be entitled to receive
a certificate for the number of shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:
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(A) = the average of the high and low trading prices per share
of Common Stock as reported by the OTC Bulletin Board (or if
the Company's Common Stock is not trading on the OTC Bulletin
Board at the time of exercise, then as reported by the then
prevailing principal market for the Common Stock, such as the
Nasdaq SmallCap Market, Nasdaq National Market, American Stock
Exchange or the New York Stock Exchange) for the ten trading
days preceding the date of such election;
(B) = the Exercise Price of the Warrants; and
(X) = the number of shares issuable upon exercise of the
Warrants in accordance with the terms of the "cashless
exercise" provision of this Warrant.
7. Transfer to Comply with the Securities Act. This Warrant has not
been registered under the Securities Act and has been issued to the holder for
investment purposes and not with a view to the distribution of either the
Warrant or the Warrant Shares. Neither this Warrant nor any of the Warrant
Shares or any other security issued or issuable upon exercise of this Warrant
may be sold, transferred, pledged or hypothecated in the absence of an effective
registration statement under the Act relating to such security or an opinion of
counsel reasonably satisfactory to the Company that registration is not required
under the Securities Act. Each certificate for the Warrant, the Warrant Shares
and any other security issued or issuable upon exercise of this Warrant shall
contain a legend on the face thereof, in form and substance satisfactory to
counsel for the Company, setting forth the restrictions on transfer contained in
this Section.
8. Notices. Any notice required or permitted hereunder shall be given
in writing and shall be deemed effectively given upon, (a) by personal delivery
or fax, or (ii) one business day after deposit with a nationally recognized
overnight delivery service such as Federal Express, with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses, or at such other addresses as a party may designate by
written notice to each of the other parties hereto.
COMPANY: TELESERVICES INTERNET GROUP INC.
100 Second Avenue, Suite 1000
St. Petersburg, FL 33701
Attn.: Robert P. Gordon, Chairman
Fax No.: (727) 896-4206
HOLDER:
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9. Supplements and Amendments; Whole Agreement. This Warrant may be
amended or supplemented only by an instrument in writing signed by the parties
hereto. This Warrant contains the full understanding of the parties hereto with
respect to the subject matter hereof and there are no representations,
warranties, agreements or understanding of the parties hereto with respect to
the subject matter hereof other than expressly contained herein and therein.
10. Governing Law. This Warrant shall be deemed to be a contract under
the laws of the State of Florida and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to contracts to
be made and performed entirely within such state.
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11. Descriptive Headings. Descriptive headings of the several Sections
of this Warrant are inserted for convenience only and shall not control or
affect the meaning or construction of any of the provisions hereof.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by an officer thereunto duly authorized.
Dated: December ___, 2000
TELESERVICES INTERNET GROUP INC.
By:
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Paul W. Henry, Secretary, Treasurer & CFO
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NOTICE OF EXERCISE
Dated: , 200
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TeleServices Internet Group Inc.
Dear Sir or Madam:
(check one below)
_____ The undersigned, (the "Holder"), does hereby give notice that it wishes to
purchase __________ shares of Common Stock of TeleServices Internet Group Inc.
(the "Company"), pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price in full. Please issue a certificate or
certificates representing said shares of Common Stock in the name of the
undersigned as specified below.
_____ The undersigned, (the "Holder"), does hereby give notice that it wishes to
purchase __________ shares of Common Stock of TeleServices Internet Group Inc.
(the "Company"), pursuant to the terms of the "cashless exercise" provision of
the attached warrant, with the number of shares to be delivered reduced
appropriately, together with all applicable transfer taxes, if any. Please issue
a certificate or certificates representing said shares of Common Stock in the
name of the undersigned as specified below.
Name:
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Address:
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HOLDER:
By:
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Its:
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