EXHIBIT 10.26
STOCK PURCHASE OPTION AGREEMENT WITH MR. SCIMECA
Equity Growth Systems, inc.
COMMON STOCK PURCHASE WARRANT
No sale, offer to sell or transfer of the securities represented by this
certificate or any interest therein shall be made unless a registration
statement under the Federal Securities Act of 1933, as amended, with respect to
such transaction is then in effect, or the issuer has received an opinion of
counsel satisfactory to it that such transfer does not require registration
under that Act.
Unless extended as hereinafter provided, this Warrant will be void after 3:00
p.m. Eastern Standard or Daylight Savings Time on December 31, 2002.
THIS CERTIFIES THAT, for the value received Charles J. Scimeca, a Florida
resident whose social security number is ###-##-#### and who has a mailing
address at c/o Coast to Coast Realty Group, Inc., 8001 DeSoto Woods Drive;
Sarasota, Florida 34243, or registered assigns (the "Holder"), is entitled to
subscribe for and purchase from Equity Growth Systems, inc., incorporated under
the laws of the State of Delaware (the "Company"), at any time from the date
hereof until 3:00 p.m. Eastern Standard or Daylight Savings Time on December 31,
2000, at a price of $0.02 per share, up to 200,000 fully paid and non-assessable
shares of the Company's common stock, $0.001 par value (the "Holder's Shares").
TERMS:
1. Form of Exercise
This Warrant may be exercised by the holder hereof, in whole or in part (but
not as to a fractional Warrant or share of Common Stock), by the surrender of
this Warrant properly endorsed, at the principal office of the Company`s
transfer agent, Liberty Transfer Co., with a mailing address at Post Office Box
558; Huntington, New York 11743-0558 (or such other office or agency as the
Company may designate in writing to the Warrant holder, at the address of such
holder appearing on the books of the Company), and payment to it, for the
account of the Company, by cash, certified check or bank draft, of the purchase
price for the Holder's Shares to be purchased. The Company agrees that the
Holder's Shares so purchased shall be issued to the Warrant holder within a
reasonable time, not exceeding 10 days after this Warrant shall have been
exercised, and unless this Warrant has expired, a new Warrant representing the
number of Holder's Shares, if any, with respect to which this Warrant shall not
then have been exercised, shall also be issued to the Warrant holder hereof
within such time.
2. Restrictions on Transfer
In no event shall this Warrant be sold, transferred, assigned or
hypothecated except in conformity with the applicable provisions of the
Securities Act of 1933, as amended (the "Act"), or any similar federal statute
then in force, and all applicable blue sky laws.
3. Registration Requirements
(a) The holder of this Warrant, by acceptance hereof, agrees that, prior to the
disposition of any Holder's Shares purchased upon the exercise hereof, under
circumstances that might require registration of such Holder's Shares under
the Act, or any similar federal statute then in force, such holder will give
written notice to the Company expressing such holder's intention of
effecting such disposition, and describing briefly such holder's intention
as to the disposition to be made of Holder's Shares issued upon exercise
hereof.
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(b) Promptly upon receiving such notice, the Company shall present copies
thereof to its counsel and
the provisions of the following subdivisions shall apply:
(i) If, in the opinion of such counsel, the proposed disposition does not
require registration under the Act or qualification pursuant to
Regulation A promulgated under the Act, or any similar federal statute
then in force, of the Holder's Shares issuable or issued upon the
exercise of this Warrant, the Company shall, as promptly as
practicable, notify the holder hereof of such opinion, whereupon such
holder shall be entitled to dispose of such Holder's Shares issued upon
the exercise hereof, all in accordance with the terms of the notice
delivered by such holder to the Company.
(ii) If, in the opinion of such counsel, such proposed disposition requires
such registration or qualification under the Act, or similar federal
statute then in effect, of the Holder's Shares issuable or issued upon
the exercise of this Warrant, then the Holder may not engage in any
transactions except in compliance with all applicable laws.
4. Indemnification
The Company agrees to indemnify and hold harmless the holder of this
Warrant, or the Holder's Shares issuable or issued upon the exercise hereof,
from and against any claims and liabilities caused by any untrue statement of a
material fact, or omission to state a material fact required to be stated, in
any such registration statement, prospectus, notification or offering circular
under Regulation A, except insofar as such claims or liabilities are caused by
any such untrue statement or omission based on information furnished in writing
to the Company by such holder, or by any other such holder affiliated with the
holder who seeks indemnification, as to which the holder hereof, by acceptance
hereof, agrees to indemnify and hold harmless the Company.
5. Company's Covenants
The Company covenants and agrees that all Holder's Shares that may be issued
upon the exercise of this Warrant will, upon issuance, be validly issued, fully
paid and non-assessable, and free from all taxes, liens and charges with respect
to the issue thereof (other than taxes relating to any transfer occurring
contemporaneously with such issue). The Company further covenants and agrees
that, during the period within which this Warrant may be exercised, the Company
will at all times have authorized and reserved a sufficient quantity of its
Holder's Shares and its Common Stock to provide for the exercise of this
Warrant.
6. Definitions
As used herein, the term "Common Stock" shall mean and include the Company's
Common Stock authorized on the date hereof and shall also include any capital
stock of any class of the Company thereafter authorized that shall not be
limited to a fixed sum or percentage in respect of the rights of the holders
thereof to participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding-up of the Company;
provided, however, that the shares purchasable pursuant to this Warrant shall
include only shares of the such class referred to in the first paragraph hereof
designated in the Company's Articles of Incorporation as Common Stock on the
date of the original issue of the Warrants, or, in case of any reorganization,
reclassification, consolidation, merger or sale of assets of the character
referred to in Paragraph 6 hereof, the Common Stock or assets provided for in
such Paragraph.
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7. Exchange
This Warrant is exchangeable, upon its surrender by the registered holder at
such office or agency of the Company as may be designated by the Company, for
new Warrants of like tenor, representing, in the aggregate, the right to
subscribe for and purchase hereunder, each of such new Warrants to represent the
right to subscribe for and purchase such number of Holder's Shares as shall be
designated by the registered holder at the time of such surrender. Upon receipt
of evidence satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant, and, in the case of any such loss, theft or
destruction, upon delivery of a bond of indemnity satisfactory to the Company,
or, in the case of such mutilation, upon surrender or cancellation of this
Warrant, the Company will issue to the registered holder a new Warrant of like
tenor, in lieu of this Warrant, representing the right to subscribe for and
purchase the number of Holder's Shares that may be subscribed for and purchased
hereunder. Nothing herein is intended to authorize the transfer of this Warrant
except as permitted under Paragraph 2.
8. Holder's Covenants
Every holder hereof, by accepting the same, agrees with any subsequent
holder hereof and with the Company that this Warrant and all rights hereunder
are issued and shall be held subject to all of the terms, conditions,
limitations and provisions set forth in this Warrant, and further agrees that
the Company and its transfer agent may deem and treat the registered holder of
this Warrant as the absolute owner hereof for all purposes and shall not be
affected by any notice to the contrary.
9. Notices
All notices required hereunder shall be given by certified mail, return
receipt requested, postage prepaid. If given by the holder hereof, such notice
should be addressed to the Company in care of its secretary and general counsel,
G. Richard Chamberlin, Esquire, 1941 Southeast 51st Terrace, Suite 800; Ocala,
Florida 34471, or such other address as the Company may designate in writing to
the holder hereof; and if given by the Company, such notice should be addressed
to the holder at the address of the holder shown on the books of the Company.
10. Governing Law
The validity, construction and enforcement of this Warrant shall be governed
by the laws of the State of Delaware and jurisdiction is hereby vested in the
Courts of said State in the event of the institution of any legal action under
this Warrant.
* * *
IN WITNESS WHEREOF, Equity Growth Systems, inc. has caused this Warrant to
be signed by its duly authorized officers under its corporate seal, to be dated
December___, 1998.
Equity Growth Systems, inc.
By: _______________________
Charles J. Scimeca, President
Attest: _______________________
G. Richard Chamberlin, Esquire
Secretary & General Counsel
(Corporate Seal)
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Equity Growth Systems, inc.
Holder's Shares Purchase Warrant
EXERCISE FORM
Date: _________ ___, ____
The Undersigned hereby irrevocably elects to exercise the subject Warrant to
the extent of purchasing ___ Holder's Shares and hereby makes payment of
$______, the actual exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Please type or print in block letters
---------------------
(Name)
--------------------------------
--------------------------------
(Address)
* * *
Signature: _______________________
NOTICE: The signatures to this partial assignment of Warrant
must correspond with the name as written upon the face
of the Warrant in every particular, without alteration
or enlargement or any change whatever.
Signature Guaranteed:
IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH IS
A MEMBER OF A REGISTERED NATIONAL EXCHANGE OR
BY A COMMERCIAL BANK OR A TRUST COMPANY!
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ASSIGNMENT FORM
FOR VALUE RECEIVED, ____________ hereby sells, assigns and transfer unto:
(Please type or print in block letters)
--------------------
(Name)
--------------------------------
--------------------------------
(Address)
the right to purchase Holder's Shares represented by this Warrant to the extent
of ___ Holder's Shares to which the within Warrant relates, and does hereby
irrevocably constitute and appoint ________________ attorney, to transfer the
same on the books of the Company with full power of
substitution in the premises.
Dated: _____________ ___, _____
Signature: _______________________
NOTICE: The signatures to this partial assignment of Warrant
must correspond with the name as written upon the face
of the Warrant in every particular, without alteration
or enlargement or any change whatever.
Signature Guaranteed:
IMPORTANT: SIGNATURE MUST BE GUARANTEED BY A FIRM WHICH IS
A MEMBER OF A REGISTERED NATIONAL EXCHANGE OR
BY A COMMERCIAL BANK OR A TRUST COMPANY!
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