EXHIBIT "B"
NEITHER THE WARRANT NOR THE SHARES OF COMMON STOCK PURCHASABLE
HEREUNDER HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR UNDER ANY STATE SECURITIES
LAW. SUCH WARRANT AND COMMON STOCK ARE TO BE ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT WITH RESPECT THERETO UNDER THE
SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAW OR THE
RECEIPT BY COMPANY OF SUCH DOCUMENTS REQUESTED BY THE COMPANY AND
AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY.
Number of Shares Warrant No: ____________________
of Warrant :
Current Warrant Price:
Holder: Issuance Date:
WARRANT
To Purchase Common Stock of
Travel Dynamics, Inc.
THIS IS TO CERTIFY THAT _____________________, or registered
assigns, is entitled, at any time during the Exercise Period (as
hereinafter defined), to purchase from Travel Dynamics, Inc., a
Nevada corporation ("Company"), such number of shares of Common
Stock (as hereinafter defined) as determined in accordance with
Section 2.2 hereof subject to adjustment as provided herein, in
whole or in part, including fractional parts, at a purchase price
of FIFTY CENTS ($.50) per share (subject to adjustment as
provided herein) all on the terms and conditions and pursuant to
the provisions hereinafter set forth.
1. DEFINITIONS
The following terms have the meanings set forth below:
"Affiliate" of any person or entity means any other person
or entity that controls, is controlled by, or is under common
control with such person or entity.
"Board" means the Board of Directors of Company.
"Common Stock" means (except where the context otherwise
indicates) the Common Stock, $.001 par value per share, of
Company as constituted on the date hereof.
"Company" has the meaning set forth in the recitals.
"Current Warrant Price" means, in respect of a share of
Common Stock on any date herein specified, the price at which a
share of Common Stock may be purchased pursuant to this Warrant
on such date. The Current Warrant Price on the date hereof shall
FIFTY CENTS ($.50) per share.
"Exercise Period" has the meaning set forth in Section 2.1.
"Expiration Date" means September 30, 2002.
"Holder" means the Person in whose name the Warrant set
forth herein is registered on the books of Company maintained for
such purpose.
"Letter of Credit" means that certain irrevocable letter of
credit executed by Holder and delivered to Company to serve as
security for a Line of Credit for the benefit of Company.
"Lender" means Community Bank of Arizona or other financial
institution of Company's choosing.
"Line of Credit" means a line of credit or other credit
facility secured by Holder's Letter of Credit intended to be for
the benefit of the Company.
"Memorandum" means that certain Private Offering Memorandum
of the Company dated as of August 21, 2000 offering up to
$1,500,000 of Units in connection with the Letters of Credit and
this Warrant.
"Outstanding" means, when used with reference to Common
Stock, on any date, all issued shares of Common Stock on such
date, except shares then owned or held by or for the account of
Company or any Subsidiary thereof, and shall include any
certificates representing fractional interests in shares of
Common Stock.
"Securities Act" means the Securities Act of 1933, as
amended.
"Transfer" means any disposition of any Warrant or Warrant
Stock or of any interest in either thereof, which would
constitute a sale thereof within the meaning of the Securities
Act.
"Warrant" means this Warrant and all warrants issued upon
transfer, division or combination of, or in substitution for,
this Warrant. All Warrants shall at all times be identical as to
terms and conditions and date, except as to the number of shares
of Common Stock for which they may be exercised.
"Warrant Price" means an amount equal to (i) the number of
shares of Common Stock being purchased upon exercise of this
Warrant pursuant to Section 2.1, multiplied by (ii) the Current
Warrant Price as of the date of such exercise.
"Warrant Stock" means the shares of Common Stock issued or
issuable upon the exercise of this Warrant.
2. EXERCISE OF WARRANT
2.1 Exercise Period. From and after August 21, 2000 and until
12:00 P.M., Scottsdale, Arizona time, on the Expiration Date (the
"Exercise Period"), Holder may exercise this Warrant, on any
business day, for all or any part of the Warrant Stock, unless
earlier terminated. The Holder may only exercise this Warrant
for cash (or other immediately available funds) paid to the
Company or up to the amount of any draws Holder pays on its
Letter of Credit with the right to receive a replacement Warrant
under Article III hereof.
2.2 Warrant Stock.
(a) The number of shares of Warrant Stock shall be ________
(______), subject to adjustment pursuant to Section 4 of this
Warrant.
2.3 Exercise Notice; Delivery of Certificates. In order to
exercise this Warrant, Holder shall deliver to Company at 4150
North Drinkwater Boulevard, 5th Floor, Scottsdale, AZ 85251, or
at the office or agency designated by Company pursuant to Section
12.2, (i) a written notice of Holder's election to exercise this
Warrant substantially in the form attached hereto as Exhibit 1,
(ii) payment of the Warrant Price or election to convert any
draws Holder pays under the Letter of Credit as provided below,
and (iii) the original executed Warrant. Upon receipt of such
notice, Company shall, as promptly as practicable, and, subject
to the making of any necessary securities laws filings, the
receipt of any necessary regulatory approvals (including
expiration of any applicable waiting period and conditional upon
any reasonable requests by Company of Holder), deliver to Holder
a duly executed certificate or certificates representing the
aggregate number of full shares of Common Stock issuable upon
such exercise, together with cash in lieu of any fraction of a
share, as hereinafter provided. Such stock certificate or
certificates shall be in such denominations and registered in the
name designated in the subscription form, subject to Article 8.
Holder or any other Person so designated to be named therein
shall be deemed to have become a holder of record of such shares
of Warrant Stock for all purposes, as of the date on which all
items in clauses (i)-(iii) above have been delivered by Holder
and accepted by Company (which acceptance will not be
unreasonably withheld) and all taxes required to be paid by
Holder, if any, pursuant to Section 2.5 have been paid,
regardless of whether or not Company has issued and delivered to
Holder a certificate or certificates representing such shares
subject to any legal or regulatory compliance, terms of this
Warrant or extraordinary circumstances as may be reasonably
determined by Company. If this Warrant shall have been exercised
in part, Company shall promptly deliver to Holder a new Warrant
evidencing the rights of Holder to purchase the remaining shares
of Common Stock issuable upon exercise of this Warrant, which new
Warrant shall in all other respects be identical with this
Warrant, or appropriate notation may be made on this Warrant and
the same returned to Holder. Notwithstanding the foregoing, if
in connection with the exercise of a Warrant or acquisition of
shares of Common Stock, any regulatory approval shall be
required, including expiration of any applicable waiting period,
then, if the Warrant is exercised prior to such approval, the
Expiration Date shall be extended while any such regulatory
approval or waiting period is pending and, upon such surrender of
the Warrant Certificate, any payment of the Warrant Price shall
be paid promptly following receipt of such approval.
2.4 Payment of Warrant Price. Payment of the Warrant Price
shall be made at the option of the Holder by (i) certified or
official bank check whereby the funds are immediately accessible
to the Company or (ii) election to convert any amounts drawn
against and paid by Holder under its Letter of Credit for the
benefit of the Company in connection with the Line of Credit.
Upon request of the Holder, Company may, at its sole discretion,
permit Holder to make payment for the Warrant by surrendering to
Company that number of shares of Warrant Stock (or the right to
receive such number of shares) or shares of Common Stock having
an aggregate Current Market Price equal to or greater than the
Current Warrant Price for all shares then being purchased
(including those being surrendered) duly endorsed or accompanied
by appropriate duly executed instruments of transfer or any
combination thereof, duly endorsed by or accompanied by
appropriate duly executed instruments of transfer; provided,
however, Company may require an opinion of counsel that such
exercise would not violate any applicable law.
2.5 Payment of Taxes. After due exercise, all shares of Warrant
Stock shall be validly issued, fully paid and nonassessable.
Holder shall have no preemptive rights with respect to the
Warrant or Warrant Stock. Except as otherwise provided herein,
Company shall pay all expenses, taxes and other governmental
charges with respect to the issue or delivery of the Warrant
Stock, unless such tax or charge is imposed by law upon Holder.
Company shall not be required, however, to pay any transfer tax
or other similar charge imposed in connection with the issue of
any certificate for shares of Common Stock in any name other than
that of Holder, and in such case Company shall not be required to
issue or deliver any stock certificate until such tax or other
charge has been paid or it has been established to the
satisfaction of Company that no such tax or other charge is due.
2.6 Fractional Shares. Company shall not be required to issue a
fractional share of Common Stock upon exercise of any Warrant.
As to any fraction of a share which the Holder of one or more
Warrants would otherwise be entitled to purchase upon such
exercise Company may at its option pay a cash adjustment in
respect of such final fraction in an amount equal to the same
fraction of the fair market value per share of Common Stock on
the date of exercise as determined by the Board in good faith.
2.7 Rights of Shareholders. Holder shall not be entitled to
vote or to receive dividends or be deemed the holder of Common
Stock or any other securities of Company that may at any time be
issuable on the exercise hereof for any purpose, nor shall
anything contained herein be construed to confer upon the Holder,
as such, any of the rights of a shareholder of Company or any
right to vote for the election of directors or upon any matter
submitted to shareholders at any meeting thereof, or to give or
withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock,
change of par value, or change of stock to no par value,
consolidation, merger, conveyance, or otherwise) or to receive
notice of meetings, or to receive dividends or subscription
rights or otherwise until the Warrant shall have been exercised
as provided herein, and then only to the extent that the Holder
holds shares of Common Stock pursuant to such exercise.
2.8 Nonrecourse. THE COMPANY'S LIABILITY UNDER THE LETTERS OF
CREDIT OR LINE OF CREDIT IS NONRECOURSE. THE COMPANY SHALL HAVE
NO LIABILITY FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL
OR PUNITIVE DAMAGES IN CONNECTION WITH HOLDER'S LETTER OF CREDIT
OR THE LINE OF CREDIT. HOLDER'S RECOURSE UNDER THE LETTER OF
CREDIT AND THE LINE OF CREDIT IS STRICTLY LIMITED TO THE HOLDER'S
RIGHT TO CONVERT SUCH AMOUNTS PAID UNDER HOLDER'S LETTER OF
CREDIT INTO EQUITY. The liability of the Company, if any, under
the Line of Credit, Letter of Credit and any related agreements
shall be limited to, and satisfied from, the Holder's right to
convert such amounts paid by the Holder under the Letter of
Credit into Common Stock of the Company under this Warrant.
3. TRANSFER, DIVISION AND COMBINATION
3.1 Transfer. Subject to compliance with Article 8 of this
Agreement, Transfer of this Warrant and all rights hereunder, in
whole or in part, shall be registered on the books of Company to
be maintained for such purpose (the "Warrant Register"), upon
surrender of the original executed Warrant at the principal
office of Company referred to in Section 2.3 or the office or
agency designated by Company pursuant to Section 12.2, together
with a duly executed written assignment of this Warrant
substantially in the form supplied by Company at Holder's request
and funds sufficient to pay any transfer taxes payable upon the
making of such Transfer. Upon such surrender and, if required,
such payment, Company shall, subject to Article 8, execute and
deliver a new Warrant or Warrants in the name of the assignee or
assignees and in the denomination specified in such instrument of
assignment, and shall issue to the assignor a new Warrant
evidencing the portion of this Warrant not so assigned, and this
Warrant shall promptly be cancelled. A Warrant, if properly
assigned in compliance with Article 8, may be exercised by a new
Holder for the purchase of shares of Common Stock without having
a new Warrant issued.
3.2 Division and Combination. Subject to Article 8, this
Warrant may be divided or combined with other Warrants (if the
terms are the same) upon presentation hereof at the aforesaid
office or agency of Company, together with a duly executed
written notice specifying the names and denominations in which
new Warrants are to be issued. Subject to compliance with
Section 3.1 and with Article 8 as to any Transfer which may be
involved in such division or combination, Company shall execute
and deliver a new Warrant or Warrants in exchange for the Warrant
or Warrants to be divided or combined in accordance with such
notice.
3.3 Expenses. Subject to the conditions contained herein,
Company shall prepare, issue and deliver at its own expense
(other than transfer taxes) the new Warrant or Warrants under
this Article 3 and may, at Company's discretion, cause Holder to
pay any reasonable costs or expenses incurred in such Transfer.
3.4 Maintenance of Books. Company agrees to maintain, at its
aforesaid office or agency, or at the office of the Company's
transfer agent, books for the registration and the registration
of Transfer of the Warrants.
3.5 Warrant Register. The Warrant Register shall contain the
names and addresses of the Holder or Holders. Any Holder may
change his or her address as shown on the Warrant Register by
written notice to Company, in accordance with Section 12.2
hereof, requesting such change. Any notice or written
communication required or permitted to be given to the Holder may
be delivered or given by mail to such Holder as shown on the
Warrant Register and at the address shown on the Warrant
Register.
4. ADJUSTMENTS
The number of shares of Common Stock for which this Warrant
is exercisable, or the price at which such shares may be
purchased upon exercise of this Warrant, shall be subject to
adjustment from time to time as set forth in this Article IV.
Company shall give each Holder notice of any event described
below which requires an adjustment pursuant to this Article IV at
the time of such event. If at any time Company shall:
(a) take a record of the holders of Common Stock for the purpose
of entitling them to receive a dividend payable in, or other
distribution of, Common Stock,
(b) subdivide or split its Outstanding shares of Common Stock
into a larger number of shares of Common Stock, or
(c) combine or reclassify its Outstanding shares of Common Stock
into a smaller number of shares of Common Stock,
then (i) the number of shares of Common Stock for which this
Warrant is exercisable immediately after the occurrence of any
such event shall be adjusted to equal the number of shares of
Common Stock which a record holder of the same number of shares
of Common Stock for which this Warrant is exercisable immediately
prior to the occurrence of such event or the record date
therefor, whichever is earlier, would own or be entitled to
receive after the happening of such event, and (ii) the Current
Warrant Price shall be adjusted to equal (A) the Current Warrant
Price multiplied by the number of shares of Common Stock for
which this Warrant is exercisable immediately prior to the
adjustment divided by (B) the number of shares for which this
Warrant is exercisable immediately after such adjustment.
5. REPRESENTATIONS AND WARRANTIES.
Company hereby represents and warrants to Holder that: (i):
the authorized capital stock of Company and the approximate
number of issued and outstanding shares thereof is set forth in
the Memorandum as of the date thereof; and (ii) all of such
issued and outstanding shares of capital stock of Company are
validly issued, fully paid and nonassessable.
6. NO IMPAIRMENT
The Holder and the Company will in good faith carry out of
all such terms and take all such actions as may be necessary or
appropriate under this Warrant. Without limiting the generality
of the foregoing, Company and Holder will take all such action as
may be reasonably necessary or appropriate in order that Company
may validly and legally issue fully paid and nonassessable shares
of Common Stock upon the exercise of this Warrant, including
taking such action as is necessary for the Current Warrant Price
to be not less than the par value of the shares of Common Stock
issuable upon exercise of this Warrant. Company and Holder will
use reasonable efforts to obtain all such authorizations,
exemptions or consents from any Governmental Authority having
jurisdiction thereof as may be necessary to enable Company to
perform its obligations under this Warrant.
7. RESERVATION AND AUTHORIZATION OF COMMON STOCK
From and after the date hereof, Company shall at all times
reserve and keep available for issue upon the exercise of
Warrants such number of its authorized but unissued shares of
Common Stock as will be sufficient to permit the proper exercise
in full of all outstanding Warrants. All shares of Common Stock
which shall be so issuable, when issued upon exercise of any
Warrant and payment therefor in accordance with the terms of such
Warrant, shall be duly and validly issued and fully paid and
nonassessable.
8. RESTRICTIONS ON TRANSFERABILITY
The Warrants and the Warrant Stock shall not be transferred,
hypothecated or assigned and in any event not before satisfaction
of the conditions specified in this Article 8, which conditions
are intended to ensure compliance with the provisions of the
Securities Act with respect to the Transfer of any Warrant or any
Warrant Stock. Holder, by acceptance of this Warrant, agrees to
be bound by the provisions of this Article 8.
8.1 Transferability. This Warrant shall not be transferred or
assigned in whole or in part without (i) compliance with all
applicable federal and state securities laws by the transferor
and the transferee, including without limitation, the delivery to
Company of investment representation letters, legal opinions and
other documents satisfactory to Company, if requested by Company
and (ii) as long as the Holder's Letter of Credit is outstanding
without prior written consent from the Company. The Holder, by
its acceptance hereof, hereby represents and warrants that this
Warrant and the shares of Common Stock to be issued upon exercise
hereof are being acquired solely for Holder's own account and not
as a nominee for any other party, and for investment, and that
the Holder will not offer, sell or otherwise dispose of this
Warrant or any shares of Common Stock to be issued upon exercise
hereof except under circumstances that will not result in a
violation of the Securities Act of 1933, as amended, or any
applicable state securities laws. Upon exercise of this Warrant,
the Holder shall, if requested by Company, confirm in writing, in
a form reasonably satisfactory to Company, that the shares of
Common Stock so purchased are being acquired solely for Holder's
own account and not as a nominee for any other party, and for
investment and not with a view toward distribution or resale.
8.2 Restrictive Legend. (a) Except as otherwise provided in
this Article 8, each certificate for Warrant Stock initially
issued upon the exercise of this Warrant, and each certificate
for Warrant Stock issued to any subsequent transferee of any such
certificate, shall be stamped or otherwise imprinted with a
legend in substantially the following form:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") OR UNDER ANY STATE
SECURITIES LAW, SUCH SHARES HAVE BEEN ACQUIRED FOR
INVESTMENT AND MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH
RESPECT THERETO UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAW OR THE RECEIPT BY
COMPANY OF SUCH DOCUMENTS REQUESTED BY THE COMPANY AND
AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY."
(b) Except as otherwise provided in this Article 8, each
Warrant shall be stamped or otherwise imprinted with a legend in
substantially the following form:
"NEITHER THE WARRANT NOR THE SHARES OF COMMON STOCK
PURCHASABLE HEREUNDER HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR UNDER ANY STATE SECURITIES LAW. SUCH WARRANT
AND COMMON STOCK ARE TO BE ACQUIRED FOR INVESTMENT AND
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT
THERETO UNDER THE SECURITIES ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR THE RECEIPT BY COMPANY OF SUCH
DOCUMENTS REQUESTED BY THE COMPANY AND AN OPINION OF
COUNSEL, SATISFACTORY TO THE COMPANY."
8.3 Notice of Proposed Transfers. Prior to any Transfer of any
Warrants or any shares of restricted Common Stock, the holder of
such Warrants or restricted Common Stock shall give written
notice to Company describing such proposed Transfer. Each
certificate, if any, evidencing such shares of restricted Common
Stock issued upon such Transfer shall bear the restrictive legend
set forth in Section 8.2(a), and each Warrant issued upon such
Transfer shall bear the restrictive legend set forth in Section
8.2(b), unless in the opinion of counsel to such holder which is
reasonably acceptable to Company such legend is not required in
order to ensure compliance with the Securities Act.
8.4 Termination of Restrictions. Notwithstanding the foregoing
provisions of Article 8, the restrictions imposed by this Article
8 upon the transferability of the Warrants and the Warrant Stock,
and the legend requirements of Section 8.2, shall terminate as to
any particular Warrant or share of Warrant Stock (i) when and so
long as such security shall have been effectively registered
under the Securities Act and any applicable state securities laws
and disposed of pursuant thereto or (ii) when Company shall have
received an opinion of counsel reasonably satisfactory to it that
such shares may be transferred without registration thereof under
the Securities Act and any applicable state securities laws.
Whenever the restrictions imposed by Article 8 shall terminate as
to this Warrant, as hereinabove provided, the Holder hereof shall
be entitled to receive from Company a new Warrant without the
restrictive legend set forth in Section 8.2(b). Whenever the
restrictions imposed by this Article 8 shall terminate as to any
share of Warrant Stock, as hereinabove provided, the holder
thereof shall be entitled to receive from Company a new
certificate representing such Warrant Stock not bearing the
restrictive legend set forth in Section 8.2(a).
9. SUPPLYING INFORMATION
9.1 Mutual Cooperation. Company and each Holder of a Warrant
and each holder of restricted Common Stock shall mutually
cooperate in supplying such information as may be reasonably
necessary for the other to complete and file any information
reporting forms presently or hereafter required by the SEC as a
condition to the availability of an exemption from the Securities
Act or applicable state securities law for the sale of any
Warrant or Warrant Stock.
9.2 Information; Access. From the date hereof through the
Expiration Date, Company shall (i) make accessible to Holder and
its authorized representatives with such information as
reasonably available to Common Stock holders with respect to
Company at Holder's request and (ii) provide Holder and its
authorized representatives access, during regular business hours
and upon reasonable notice, to certain relevant property, books,
records, offices, personnel, counsel, accountants and actuaries
of Company, as the Company may reasonably determine and as
specifically requested by Holder. Any such information shall be
provided to the extent Holder makes such requests in writing and
states the purpose of such request and further complies with any
statutory requirements applicable to holders of Common Stock
requesting information. Any investigation by Holder performed
pursuant to the terms of this Section 9.2 will be conducted in
such a manner so as not to interfere unreasonably with the
operation of the business of Company, and any representative of
Holder shall, at Company's request, at all times while in
Company's facilities, be accompanied by an employee or
representative of Company and shall keep confidential any
confidential information of Company and adhere to any
confidentiality restrictions as reasonably requested by Company.
9.3 Financial Statements. From the date hereof through the
Expiration Date, for any year in which Company is not subject to
the reporting requirements of the Securities Exchange Act of
1934, as amended, Company shall provide to Holder upon written
request and the extent not already provided or accessible through
the SEC's EDGAR System or other reasonable method, within ten
(10) business days of such written request, (i) each year's
annual audited balance sheet of Company and the related audited
statements of income, retained earnings and cash flows for the
year then ended, and the related notes thereto, and (ii) each
quarter's unaudited balance sheet of the Company and the related
unaudited statements of income, retained earnings and cash flows,
or in each instance, equivalent statements as commonly prepared,
for the period then ended.
9.4 Notices. From the date hereof through the Expiration Date,
Company shall provide to Holder, at the same time and in the same
manner as provided to the holders of Common Stock of Company, any
notices, reports or other information regarding Company or its
business that it generally provides to the holders of Common
Stock.
10. LOSS OR MUTILATION
Upon receipt by Company from any Holder of evidence
reasonably satisfactory to it of the ownership of and the loss,
theft, destruction or mutilation of this Warrant and indemnity
reasonably satisfactory to Company, and in case of mutilation
upon surrender and cancellation hereof, Company will execute and
deliver in lieu hereof a new Warrant of like tenor to such
Holder; provided, in the case of mutilation, no indemnity shall
be required if this Warrant in identifiable form satisfactory to
Company is surrendered to Company for cancellation.
11. LIMITATION OF LIABILITY
No provision hereof, in the absence of affirmative action by
Holder to purchase shares of Common Stock, and no enumeration
herein of the rights or privileges of Holder hereof, shall give
rise to any liability of such Holder for the purchase price of
any Common Stock or as a shareholder of Company, whether such
liability is asserted by Company or by creditors of Company.
12. MISCELLANEOUS
12.1 Nonwaiver and Expenses. No course of dealing or any delay
or failure to exercise any right hereunder on the part of Holder
shall operate as a waiver of such right or otherwise prejudice
Holder's rights, powers or remedies. With the exception of the
initial issuance of this Warrant and the first exercise of
Holder's option to acquire Common Stock under this Warrant,
Company reserves the right, in its sole discretion, to require
Holder to reimburse Company for any reasonable costs and expenses
incurred in connection with this Warrant.
12.2 Notices. All notices, consents, requests and communications
to be given or made under this Warrant shall be in writing and
delivered by hand-delivery, registered first class mail (return
receipt requested), facsimile, or air courier guaranteeing
overnight delivery, addressed as follows, or to such other Person
or address as the party named below may designate by notice:
(a) If to any Holder or holder of Warrant Stock, at its last
known address or facsimile number appearing on the books of
Company maintained for such purpose.
(b) If to Company at
Travel Dynamics, Inc.
4150 North Drinkwater Boulevard
5th Floor
Scottsdale, AZ 85251
Attn: James Piccolo
Each such notice or other communication shall be deemed to have
been duly given or served on the date on which personally
delivered, with receipt acknowledged, telecopied and confirmed by
telecopy answerback, or three business days after the same shall
have been deposited in the United States mail.
12.3 Successors and Assigns. Subject to the provisions of
Section 3.1 and Article 8 this Warrant and the rights evidenced
hereby shall inure to the benefit of and be binding upon the
successors of Company and the successors and permitted assigns of
Holder. The provisions of this Warrant are intended to be for
the benefit of all Holders from time to time of this Warrant and
shall be enforceable by any such Holder. No other Person shall
have any right, benefit or obligation under this Warrant, and no
person shall be deemed to be a third party beneficiary of this
Warrant.
12.4 Amendment. No amendment, modification or waiver of any
provision of this Warrant shall be effective without the written
consent of Company and the Holder.
12.5 Severability. If one or more provisions of this Warrant are
held to be unenforceable to any extent under applicable law, such
provision shall be interpreted as if it were written so as to be
enforceable to the maximum extent permitted by law so as to
effectuate the parties' intent to the maximum extent, and the
balance of this Warrant shall be interpreted as if such provision
were so excluded and shall be enforceable in accordance with its
terms to the maximum extent permitted by law.
12.6 Section and Other Headings. The section and headings
contained in this Warrant are for the convenience only and shall
not affect the meaning or interpretation of this Warrant.
12.7 Governing Law; Jurisdiction. This Warrant and any dispute,
disagreement, or issue of construction or interpretation arising
hereunder whether relating to its execution, its validity, the
obligations provided herein or performance shall be governed or
interpreted according to (i) the General Corporate Laws of the
State of Nevada and (ii) to the extent applicable, other laws
(including those governing contracts) the State of Arizona,
without regard for principles of conflicts of laws. Except in
respect of an action commenced by a third party in another
jurisdiction, the parties agree that any legal suit, action or
proceeding arising out of or relating to this Warrant must be
instituted in a State or Federal court in the City of Phoenix,
Maricopa County, State of Arizona, and they hereby irrevocably
submit to the jurisdiction of any such court.
12.8 Covenant Regarding Consent. Each party covenants to use its
best efforts upon the request of the other party to seek any
waivers or consents, or to take any other action required, to
effectuate the terms of this Warrant.
12.9 Waiver of Jury Trial. The Holder and Company agree that any
suit, action or proceeding, whether claim or counterclaim,
brought by anyone of them, on or with respect to this Warrant
shall be tried only by a court and not by a jury. The Holder and
Company each hereby knowingly, voluntarily and intentionally
waive any right to a trial by jury in any such suit, action or
proceeding.
IN WITNESS WHEREOF, Company has caused this Warrant to be
duly executed and attested.
Dated: ____________________, 2000
TRAVEL DYNAMICS, INC.
By: __________________
Name: __________________
Title:__________________
HOLDER
By: _________________
Name: _________________
Title: _________________
EXHIBIT 1
SUBSCRIPTION FORM
[To be executed only upon exercise of Warrant]
The undersigned registered owner of this Warrant irrevocably
exercises this Warrant for the purchase of ______ Shares of
Common Stock of Travel Dynamics, Inc. and herewith makes payment
therefor, all at the price and on the terms and conditions
specified in this Warrant and requests that certificates for the
shares of Common Stock hereby purchased (and any securities or
other property issuable upon such exercise) be issued in the name
of and delivered to _____________ whose address is
_________________ and, if such shares of Common Stock shall not
include all of the shares of Common Stock issuable as provided in
this Warrant, that a new Warrant of like tenor and date for the
balance of the shares of Common Stock issuable hereunder be
delivered to the undersigned. Payment has been made by the
undersigned in accordance with Section 2.4 of this Warrant by (i)
a certified or official bank check in the amount of $____________
whereby Company has immediate access to such funds or (ii) _____
______________________________________.
___________________________________
(Name of Registered Owner)
___________________________________
(Signature of Registered Owner)
___________________________________
(Street Address)
___________________________________
(City) (State) (Zip Code)
NOTICE: The signature on this subscription must correspond with
the name of the Holder on the face of the Warrant (or
other name as registered with the Company in accordance
with the terms of the Warrant) in every particular,
without alteration or enlargement or any change
whatsoever.
