EXHIBIT 4.5
Warrant to Purchase up to ________
Shares of Common Stock
netcruise.com, inc.
Common Stock Purchase Warrant
June 16, 2000
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES LAW AND SHALL NOT BE
TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED IN VIOLATION THEREOF UNTIL EITHER
(i) A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED EFFECTIVE UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAW OR (ii) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE COMPANY OR OTHER COUNSEL TO THE HOLDER OF SUCH
SECURITIES WHICH OPINION IS SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT
SUCH SECURITIES MAY BE TRANSFERRED, SOLD, ASSIGNED OR HYPOTHECATED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.
THIS CERTIFIES THAT ___________ (hereinafter sometimes called
the "Holder") is entitled to purchase from netcruise.com, inc., a New Jersey
corporation (the "Company"), at the price and during the periods as hereinafter
specified, up to ___________ shares of the Company's Common Stock (the "Common
Stock").
1. The rights represented by this Warrant shall be exercised, subject
to adjustment in accordance with Section 6 of this Warrant (the "Exercise
Price"), during the period commencing on the date written above and ending five
years thereafter (the "Exercise Period"), at a purchase price of $0.50 per
share. For purposes of the adjustments under Section 6 hereof, the per share
Exercise Price shall be deemed to be $0.50 subject to further adjustment as
provided in such Section 6. After the expiration date of the Warrant, the Holder
shall have no right to purchase any shares of Common Stock underlying this
Warrant.
2. The rights represented by this Warrant may be exercised at any
time within the Exercise Period above specified, in whole or in part, by (i) the
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surrender of this Warrant (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company, netcruise.com, inc.,
2401 Morris Avenue, Union, NJ 07083 (or such other office or agency of the
Company as it may designate by notice in writing to the Holder at the address of
the Holder appearing on the books of the Company); and (ii) payment to the
Company of the Exercise Price then in effect for the number of shares of Common
Stock specified in the above-mentioned purchase form together with applicable
stock transfer taxes, if any in the form of a certified check, cashier's check
or money order. This Warrant shall be deemed to have been exercised, in whole or
in part to the extent specified, immediately prior to the close of business on
the date this Warrant is surrendered and payment is made in accordance with the
foregoing provisions of this Section 2, and the person or persons in whose name
or names the certificates for shares of Common Stock shall be issuable upon such
exercise shall become the holder or holders of record of such shares of Common
Stock at that time and date. The certificate or certificates for the shares of
Common Stock so purchased shall be delivered to such person or persons within a
reasonable time, not exceeding thirty (30) days, after this Warrant shall have
been exercised.
3. Neither this Warrant nor the shares of Common Stock issuable upon
exercise hereof have been registered under the Act nor under any state
securities law and shall not be transferred, sold, assigned or hypothecated in
violation thereof. If permitted by the foregoing, any such transfer, sale,
assignment or hypothecation shall be effected by the Holder surrendering this
Warrant for cancellation at the office of the Company referred to in Section 2
hereof, accompanied by an opinion of counsel satisfactory to the Company and its
counsel, stating that such transferee is a permitted transferee under this
Section 3 and that such transfer does not violate the Act or such state
securities laws.
4. The Company covenants and agrees that all shares of Common Stock
which may be issued upon exercise of this Warrant will, upon issuance, be duly
and validly issued, fully paid and nonassessable and no personal liability will
attach to the holder thereof. The Company further covenants and agrees that
during the periods within which this Warrant may be exercised, the Company will
at all times have authorized and reserved a sufficient number of shares of its
Common Stock to provide for the exercise of this Warrant.
5. The Warrant shall not entitle the Holder to any rights, including,
without limitation, voting rights, as a stockholder of the Company.
6. The Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:
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a. If the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, or (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, the Exercise Price in
effect at the time of the effective date or record date, as the case may be, for
such sale, dividend or distribution or of 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 by a fraction, the
denominator of which shall be the number of shares of Common Stock outstanding
after giving effect to such action, and the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such action.
b. Whenever the Exercise Price payable upon exercise of each
Warrant is adjusted pursuant to Section 6.a. above, the number of shares of
Common Stock purchasable upon exercise of this Warrant shall simultaneously be
adjusted by multiplying the number of shares of Common Stock initially issuable
upon exercise of this Warrant by the Exercise Price in effect on the date hereof
and dividing the product so obtained by the Exercise Price, as adjusted.
c. Notwithstanding any adjustment in the Exercise Price or the
number or kind of shares of Common Stock purchasable upon the exercise of this
Warrant, certificates for Warrants issued prior or subsequent to such adjustment
may continue to express the same price and number and kind of shares of Common
Stock as are initially issuable pursuant to this Warrant.
2. This Agreement shall be governed by and in accordance with
the laws of the State of New Jersey.
IN WITNESS WHEREOF, netcruise.com, inc., has caused this Warrant to
be signed by its duly authorized officer and is to be dated June 16, 2000.
netcruise.com, inc.
By: /s/______________________
John H. Wasko
Secretary & Treasurer
