EXHIBIT 4.6
THIS WARRANT AND ANY SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), NOR UNDER ANY
STATE SECURITIES LAW AND SUCH SECURITIES MAY NOT BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAW OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR COUNSEL
TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD,
ASSIGNED, HYPOTHECATED, OR TRANSFERRED WITH OUT AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS.
THE TRANSFER OF THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF
ARE RESTRICTED AS DESCRIBED HEREIN.
EBONY & GOLD VENTURES, INC.
Verus International Warrant to Purchase
833,333 shares of Common Stock
par value .00042 per share
No. _________________
Verus International warrant_no _________________
March ___, 2000
Section 1
THIS CERTIFIES that, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Verus International (the Holder"),
is entitled to subscribe for and purchase from Ebony & Gold Ventures, Inc., a
Nevada corporation (the "Company"), upon the terms and conditions set forth
herein, at any time or from time to time, during the period commencing 180 days
from the date of the closing (the "Closing Date") of the merger of EG
Acquisition Corporation, a wholly-owned subsidiary of the Company (the
"Merger-Sub") into booktech.com, inc. ("booktech"), pursuant to the terms of an
Agreement and Plan of Merger (the "Merger Agreement"), dated as of March ____,
2000 by and between booktech, the Merger-Sub and the Company, and expiring at
5:00 p.m. from issue date (the "Exercise Period"), shares of the Company's
Common Stock, par value .00042 per share (the "Common Stock"), at an exercise
price (the "Exercise Price") per share of One Dollar Fifty Cents ($1.50). As
used herein, the term "this Warrant" shall mean and include this Warrant and any
Warrant or Warrants here after issued as a consequence of the exercise or
transfer of this Warrant in whole or in part. As used herein, the term "Holder"
shall include any transferee to whom this Warrant has been transferred in
accordance with the terms hereof.
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The number of shares of Common Stock issuable upon exercise of this Warrant (the
"Warrant Shares") and the Exercise Price may be adjusted from time to time as
herein after set forth.
Section 2
Subject to the provisions of Section 2, this Warrant may be exercised
during the Exercise Period, as to the whole or any lesser number of whole
Warrant Shares, by transmission by telecopy of the Election to Exercise,
followed within three (3) business days by the surrender of this Warrant (with
the Election to Exercise attached hereto duly executed) to the Company at its
office at Woburn, Massachusetts, or at such other place as is designated in
writing by the Company, together with a certified or bank cashier's check
payable to the order of the Company in an amount equal to the product of the
Exercise Price and the number of Warrant Shares for which this Warrant is being
exercised (the "Aggregate Exercise Price").
Section 3
Upon each exercise of the Holder's rights to purchase Warrant Shares, the
Holder shall be deemed to be the holder of record of the Warrant Shares issuable
upon such exercise, notwithstanding that the transfer books of the Company shall
then be closed or certificates representing such Warrant Shares shall not then
have been actually delivered to the Holder. Within five (5) business days after
each such exercise of this Warrant and receipt by the Company of this Warrant,
the Election to Exercise and the Aggregate Exercise Price, the Company shall
issue and deliver to the Holder a certificate or certificates for the Warrant
Shares issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.
Section 4
Any Warrants issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be registered in a Warrant register (the "Warrant
Register") as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration of transfer of Warrants which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge of the general counsel of the
Company that a fiduciary or nominee is commit ting a breach of trust in
requesting such registration of transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged, at the Warrant of
the Holder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof), upon surrender
to the Company or its duly authorized agent. Notwithstanding anything contained
herein to the contrary, the Company shall
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have no obligation to cause Warrants to be transferred on its books to any
person if, in the opinion of counsel to the Company, such transfer does not
comply with the provisions of the Act and the rules and regulations thereunder.
Section 5
The Company, until the expiration or termination of this Warrant, shall
reserve and keep available out of its authorized and unissued common stock,
solely for the purpose of providing for the exercise of the rights to purchase
all Warrant Shares granted pursuant to this Warrant and all other Common Stock
Warrants, such number of shares of common stock as shall, from time to time, be
sufficient therefor. The Company covenants that all shares of preferred stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.
Section 6
The issuance of any Warrant, Warrant Shares or other securities upon the
exercise of this Warrant, and the delivery of certificates or other instruments
representing such Warrant Shares or other securities, except as otherwise
required by law, shall be made without charge to the Holder for any tax or other
charge in respect of such issuance, other than applicable transfer taxes.
Notwithstanding anything contained herein, all applicable transfer taxes shall
be borne by the Holder.
Section 7
Subject to the completion of an audit and the preparation and delivery of
audited financial statements, within ninety (90) days after the Closing date,
the Company shall file to register the shares of Common Stock underlying the
Warrants with the Securities and Exchange Commission (the "SEC"). In connection
with the registration statement, the Company shall indemnify the Holders against
all losses, claims or damages resulting from any untrue or allegedly untrue
statement of material fact contained in the registration statement, or any
omission or alleged omission of a material fact required to be stated in the
registration statement to make the statements therein not misleading; provided,
however, that such indemnification shall not extend to any Holder to the extent
any such claim for indemnification is based on information furnished by such
Holder to the Company in writing for use in connection with the registration
statement, which information contains any untrue or allegedly untrue statement
of material fact contained in the registration statement or any omission or
alleged omission of a material fact required to be stated in the registration
statement to make the statements therein not misleading. All expenses incurred
in connection with the preparation and filing of the registration statement fees
shall be paid by the Company.
Section 8
Unless registered, the Warrant Shares issued upon exercise of the Warrants
shall be subject to a stop transfer order and the certificate or certificates
evidencing such Warrant Shares shall bear the following legend:
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THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER ANY STATE SECURITIES LAW. SUCH
SHARES MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED
UNTIL (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN
OPINION OF COUNSEL TO THE COMPANY OR COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS."
Section 9
Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant (and upon surrender of any Warrant if
mutilated), and upon reimbursement of the Company's reasonable incidental
expenses and, if reasonably requested, an indemnity reasonably acceptable to the
Company, the Company shall execute and deliver to the Holder thereof a new
Warrant of like date, tenor, and denomination.
Section 10
The Holder of any Warrant shall not have, solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.
Section 11
This Warrant shall be governed by and construed in accordance with the
laws of the State of Massachusetts, without giving effect to the rules governing
the conflicts of laws.
Section 12
The parties hereby irrevocably consent to the jurisdiction of the courts
of the State of Massachusetts and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Warrant, any document or instrument delivered pursuant to, in connection with,
or simultaneously with this Warrant, or a breach of this Warrant.
[SIGNATURE PAGES TO FOLLOW]
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Dated: ____________, 2000
EBONY & GOLD VENTURES, INC.
By:
------------------------
Name:
Title:
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE RECEIVED, ________________________________________ hereby sells,
assigns, and transfers unto __________________ a Warrant to purchase __________
shares of Common Stock, par value .00042 per share, of Ebony & Gold Ventures,
Inc. (the "Company"), together with all right, title, and interest therein, and
does hereby irrevocably constitute and appoint attorney to
transfer such Warrant on the books of the Company, with full power of
substitution.
Dated:
Signature
Signature Guaranteed:
NOTICE
The signature on the foregoing Assignment must correspond to the name as written
upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.
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ELECTION TO EXERCISE
The undersigned hereby exercises his or its rights to purchase _______ Warrant
Shares covered by the within Warrant and tenders payment herewith in the amount
of $_________ in accordance with the terms thereof, certifies that he owns this
Warrant free and clear of any and all claims, liens and/or encumbrances and
requests that certificates for such securities be issued in the name of, and
delivered to:
(Print Name, Address and Social Security
or Tax Identification Number)
and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the Warrant
Shares covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.
Dated
- -------------------------------
(Signature)
Name:
Address:
- --------------------------------
(Print)
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