WARRANT CERTIFICATE NO. W-01
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE OFFERED FOR SALE,
SOLD, ENCUMBERED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT MADE UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION, WHICH EXEMPTION IS AVAILABLE IN THE OPINION OF COUNSEL TO THE
COMPANY.
EXERCISABLE ON OR AFTER AUGUST 10, 1998, AND VOID AFTER
5:00 P.M. MOUNTAIN TIME AUGUST 10, 2001
CERTIFICATE FOR 100,000 WARRANTS
WARRANTS TO PURCHASE COMMON STOCK OF
AUTO NETWORK GROUP, INC. UNDER
THE LAWS OF THE STATE OF ARIZONA
THIS CERTIFIES that ANTHONY & COMPANY, INC., DBA ANTHONY ADVISORS
("Holder") or assigns, is the owner of the number of Warrants set forth above,
each of which represents the right to purchase from AUTOTRADECENTER.COM INC., an
Arizona corporation (the "Company"), at any time on or after August 10, 1998,
but not later than 5:00 p.m. Mountain Time, August 10, 2001 (the "Expiration
Date"), upon compliance with and subject to the conditions set forth herein, one
share for each Warrant (subject to adjustments referred to below) of the Common
Stock of the Company, no par value per share (such shares or other securities or
property purchasable upon exercise of the Warrants being herein called the
"Shares").
Upon any exercise of less than all the Warrants evidenced by this
Warrant Certificate, there shall be issued to the Holder a new Warrant
Certificate in respect of the Warrants as to which this Warrant Certificate was
not exercised.
This Warrant is subject to the following provisions, terms and
conditions:
1. EXERCISE; TRANSFERABILITY. The rights represented by this
Warrant may be exercised by the Holder hereof, in whole or in part (but not as
to a fractional share of Common Stock), by written notice of exercise delivered
to the Company ten (10) days prior to the intended date of exercise and by the
surrender of this Warrant (properly endorsed if required) at the principal
office of the Company and by paying in full, in cash or by certified or official
bank check payable to the order of the Company, the purchase price of $0.50 per
share (subject to adjustments as noted subsequently).
THIS WARRANT MAY NOT BE TRANSFERRED OR DIVIDED INTO TWO OR
MORE WARRANTS OF SMALLER DENOMINATIONS, NOR MAY ANY COMMON STOCK ISSUED PURSUANT
TO EXERCISE OF THIS WARRANT BE TRANSFERRED UNLESS THIS WARRANT OR SHARES HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT")
AND APPLICABLE STATE LAWS, OR UNLESS THE HOLDER OF THE CERTIFICATE OBTAINS AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT THE PROPOSED
TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION PURSUANT TO EXEMPTIONS UNDER THE
SECURITIES ACT AND APPLICABLE STATE LAWS.
2. ISSUANCE OF SHARES. The Company agrees that the shares
purchased hereby shall be deemed to be issued to the record Holder hereof as of
the close of business on the date on which this Warrant shall have been
surrendered and the payment made for such shares as aforesaid. Subject to the
provisions of the next succeeding paragraph, certificates for the shares of
stock so purchased shall be delivered to the Holder hereof within a reasonable
time, not exceeding ten (10) days after the rights
represented by this Warrant shall have been so exercised, and, unless this
Warrant has expired, a new Warrant representing the number of shares, if any,
with respect to which this Warrant shall not then have been exercised shall also
be delivered to the Holder hereof within such time.
Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificate for shares of stock upon exercise of this
Warrant, except in accordance with the provisions, and subject to the
limitations, of paragraph 7 hereof.
3. COVENANTS OF COMPANY. The Company covenants and agrees that
all shares which may be issued upon the exercise of the rights represented by
this Warrant will, upon issuance, be duly authorized and issued, fully paid,
non-assessable and free from all taxes, liens and charges with respect to the
issue thereof, and without limiting the generality of the foregoing, the Company
covenants and agrees that it will from time to time take all such action as may
be required to assure that the par value per share of the Common Stock is at all
times equal to or less than the then effective purchase price per share of the
Common Stock issuable pursuant to this Warrant. The Company further covenants
and agrees that during the period within which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue or transfer upon exercise of the subscription
rights evidenced by this Warrant, a sufficient number of shares of its Common
Stock to provide for the exercise of the rights represented by this Warrant.
4. ADJUSTMENTS. The above provisions are, however, subject to the
following provisions:
a) In case the Company shall at anytime hereafter subdivide or
combine the outstanding shares of Common Stock or declare a dividend
payable in Common Stock, the exercise price of this Warrant in effect
immediately prior to the subdivision, combination or record date for
such dividend payable in Common Stock shall forthwith be
proportionately increased, in the case of combination, or decreased, in
the case of subdivision or dividend payable in Common Stock, and each
share of Common Stock purchasable upon exercise of the Warrant shall be
changed to the number determined by dividing the then current exercise
price by the exercise price as adjusted after the subdivision,
combination, or dividend payable in Common Stock.
b) No fractional shares of Common Stock are to be issued upon
the exercise of the Warrant, but the Company shall pay a cash
adjustment in respect of any fraction of a share which would otherwise
be issuable in an amount equal to the same fraction of the market price
per share of Common Stock on the date of exercise as determined in good
faith by the Company.
c) If any capital reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company
with another corporation, or the sale of all or substantially all of
its assets to another corporation shall be effected in such a way that
holders of Common Stock shall be entitled to receive stock, securities
or assets with respect to or in exchange for Common Stock, then, as a
condition of such reorganization, reclassification, consolidation,
merger or sale, lawful and adequate provision shall be made whereby the
Holder hereof shall hereafter have the right to purchase and receive
upon the basis and upon the terms and conditions specified in this
Warrant and in lieu of the shares of the Common Stock of the Company
immediately theretofore purchasable and receivable upon the exercise of
the rights represented hereby, such shares of stock, securities or
assets as may be issued and payable with respect to or in exchange for
a number of outstanding shares of such Common Stock equal to the number
of shares of such stock immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby had such
reorganization, reclassification, consolidation, merger or sale not
taken place, and in any such case appropriate provisions shall be made
with respect to the rights and interests of the Holder of this Warrant
to the end that the provisions hereof (including without limitation
provisions for adjustments of the Warrant purchase price and of the
number of share purchasable upon the
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exercise of this Warrant) shall thereafter be applicable, as nearly as
may be, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise hereof. The Company shall not
effect any such consolidation, merger or sale, unless prior to the
consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation, merger, or the corporation
purchasing such assets shall assume by written instrument executed and
mailed to the registered Holder hereof at the last address of such
holder appearing on the books of the Company, the obligation to deliver
to such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled
to purchase.
d) Upon any adjustment of the Warrant purchase price, then and
in each such case, the Company shall give written notice thereof, by
first class mail, postage prepaid, addressed to the registered holder
of this Warrant at the address of such holder as shown on the books of
the Company, which notice shall state the Warrant purchase price
resulting from such adjustment and the increase or decrease, if any, in
the number of shares purchasable at such price upon the exercise of
this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which such calculation is based.
5. COMMON STOCK. As used herein, the term "Common Stock" means
the Company's presently authorized shares of Common Stock and shall also include
any capital stock of any class of the Company hereafter authorized which shall
not be limited to fixed a sum or percentage in respect of the rights of the
holders thereof to participate in dividends or in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding up of the
Company.
6. NO VOTING RIGHTS. This Warrant shall not entitle the Holder
hereof to any voting rights or other rights as a stockholder of the Company.
7. NOTICE OF TRANSFER OF WARRANT OR RESALE OF SHARES. The Holder
of this Warrant, by acceptance hereof, agrees to give written notice to the
Company before transferring this Warrant, or transferring any Common Stock
issued upon the exercise hereof, of such holder's intention to do so, describing
briefly the manner of any proposed transfer. Promptly upon receiving such
written notice, the Company shall present copies thereof to the Company counsel,
and if in the opinion of such counsel, the proposed transfer complies with
federal and state securities laws and may be effected without registration or
qualification (under any federal or state law), the Company, as promptly as
practicable, shall notify such holder of such opinion, whereupon such holder
shall be entitled to transfer this Warrant or to transfer shares of Common Stock
received upon the previous exercise of this Warrant, provided that an
appropriate legend may be endorsed on this Warrant or the certificates for such
shares respecting restrictions upon transfer thereof which is necessary or
advisable in the opinion of counsel to the Company to prevent further transfers
which would be in violation of Section 5 of the Securities Act of 1933.
If, in the opinion of Company's counsel referred to in this
paragraph 7, the proposed transfer or disposition of shares described in the
written notice given pursuant to this paragraph 7 may not be effected without
registration or qualification of this Warrant or the shares of Common Stock
issued on the exercise hereof, the Company shall promptly give written notice
thereof to the Holder hereof, and the Holder will limit its activities in
respect to such as, in the opinion of such counsel, are permitted by law.
8. REGISTRATION RIGHTS.
a) PIGGYBACK RIGHTS. If at any time prior to the Expiration Date the
Company proposes to claim an exemption under Section 3(b) for a public
offering of any of its securities or pursuant to the exemption from
such registration provided by Regulation A any of its securities, or
pursuant to a registration of its shares (except by a Form S-8, S-4 or
other inappropriate form for registration), it shall, each time the
Company determines to proceed with the actual preparation and filing of
a registration statement, give written notice to all registered holders
of Warrants, and all registered holders of shares of Common Stock
acquired upon the exercise of Warrants, of its intention to do
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so and, on the written request of the holders of at least 50% of the
shares issued or issuable upon exercise of the Warrants given within
twenty (20) days after receipt of any such notice (which request shall
specify the Warrants or shares of Common Stock intended to be sold or
disposed of by such registered holder and describe the nature of any
proposed sale or other disposition thereof), the Company will use its
best efforts to cause all such Warrants and/or shares, the registered
holders of which shall have requested the registration or qualification
thereof, to be included in such notification or registration statement
proposed to be filed by the Company; provided, however, that no such
inclusion shall be required (i) if the Shares may then be sold by the
holder thereof without limitation under Rule 144(k), or comparable
successor rule of the Securities and Exchange Commission, or (ii) if
the managing underwriter of such offering reasonably determines that
including such Shares would unreasonably interfere with such offering.
The Company will pay all expenses of registration. The Warrant holders
shall pay all commissions or discounts applicable to the sale of the
included Shares, together with any expenses of counsel retained by them
in connection with their sale of the Shares. If any such registration
shall be underwritten in whole or in part, the Company may require that
the shares requested for inclusion pursuant to this section be included
in the underwriting on the same terms and conditions as the securities
otherwise being sold through the underwriters.
b) (i) The Company shall comply with the
requirements of paragraph 8(a) at its own expense, excluding
underwriting commissions, discounts, transfer taxes, or
similar expenses or an underwriter's expense allowance
attributable to the Warrants and/or Purchased Stock.
(ii) The Company's obligation under said
paragraph 8(a) shall be conditioned as to each public
offering, upon a timely receipt by the Company in writing of:
(A) Information as to the terms of such
public offering furnished by or on behalf of each
holder intending to make a public distribution of his
or its Warrants, Purchased Stock, or stock underlying
the Warrants; and,
(B) Such other information as the
Company may reasonably require from such holder(s),
or any underwriter for any of them, for inclusion in
such registration statement or Regulation A Offering
Statement or post-effective amendment.
c) REGISTRATION PROCEDURES. If and whenever the Company
is required by the provisions of paragraph 8 to effect the registration
of any shares under the Securities Act, the Company shall:
(i) prepare and file with the Securities and
Exchange Commission a registration statement with respect to
such securities, and use its best efforts to cause such
registration statement to become and remain effective for such
period as may be reasonably necessary to effect the sale of
such securities, not to exceed nine (9) months;
(ii) prepare and file with the Securities and
Exchange Commission such amendments to such registration
statement and supplements to the prospectus contained therein
as may be necessary to keep such registration statement
effective for such period as may be reasonably necessary to
effect the sale of such securities, not to exceed nine (9)
months;
(iii) furnish to the Holder and to the
underwriters of the securities being registered such
reasonable number of copies of the registration statement,
preliminary prospectus, final prospectus and such other
documents as the Holder and underwriters may reasonably
request in order to facilitate the public offering of such
securities;
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(iv) use its best efforts to register or qualify
the securities covered by such registration statement under
the state securities or blue sky laws of Missouri and such
additional jurisdictions, not to exceed five in number, as the
underwriters or the holders of a majority of the Purchased
Shares for which registration has been requested may
reasonably request within twenty (20) days following the
original filing of such registration statement, except that
the Company shall not for any purpose be required to execute a
general consent to service of process or to qualify to do
business as a foreign corporation in any jurisdiction wherein
it is not so qualified; and
(v) prepare and promptly file with the
Securities and Exchange Commission and promptly notify the
Holder of the filing of such amendment or supplement to such
registration statement or prospectus as may be necessary to
correct any statements or omissions if, at the time when a
prospectus relating to such securities is required to be
delivered under the Securities Act of 1933, any event shall
have occurred as the result of which any such prospectus or
any other prospectus as then in effect would include an untrue
statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of
the circumstances in which they were made, not misleading.
9. MISCELLANEOUS. This Agreement shall inure to the benefit of, and be
binding upon, the successors of the Agent and of the Company. Nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any
person, company or corporation, other than the parties hereto and their
successors and the controlling persons in paragraph 7 hereof, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision hereof. The term "successors" shall not include any purchaser of the
Securities merely by reason of such purchase. This Agreement shall be governed
by and construed in accordance with the laws of the State of Arizona.
IN WITNESS WHEREOF, AUTO NETWORK GROUP, INC. has caused this Warrant to be
signed by its duly authorized officer and this Warrant to be dated May 6, 1999.
AUTOTRADECENTER.COM INC.
By /S/MIKE STUART
Its PRESIDENT
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