Exhibit 10.13
No. W-001
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Warrant to Purchase 100,000 shares of Common Stock
NetJewels.com, Inc.
Common Stock Purchase Warrant
July 1, 1999
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED
EFFECTIVE UNDER SUCH ACT OR THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT IS
AVAILABLE.
THIS CERTIFIES THAT Jack Berkovits (hereinafter sometimes
called the "Holder"), is entitled to purchase from NetJewels.com, Inc., a
Delaware corporation (the "Company"), at the price and during the period
hereinafter specified, up to 100,000 shares of the Company's common stock, $.001
par value (the "Common Stock").
This Warrant, together with warrants of like tenor, is subject
to adjustment in accordance with Paragraph 7 of this Warrant.
1. The rights represented by this Warrant shall be
exercisable, at any time commencing September 30, 1999, until September 29, 2002
(the "Exercise Period") at a purchase price of $0.10 per share (the "Exercise
Price"), subject to adjustment in accordance with Paragraph 7. After September
29, 2002 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 surrender of this Warrant (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (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. 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 Paragraph 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 1933 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 or agency of the
Company referred to in Paragraph 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 Paragraph 3 and that such transfer does not
violate the 1933 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 Exercise Period, 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. Intentionally left blank.
7. The Exercise Price and Exercise Period 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:
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 Paragraph 7a. 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.
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d. The Company may, but under no circumstances is
obligated to, modify the terms of this Warrant to provide for an earlier
commencement of the Exercise Period, or to extend the Exercise Period or to
lower the Exercise Price, at any time prior to the expiration of this Warrant.
8. This Agreement shall be governed by and in accordance with
the laws of the State of New York.
IN WITNESS WHEREOF, NetJewels.com, Inc. has caused this
Warrant to be signed by its duly authorized officer as of the date set forth on
the first page hereof.
NETJEWELS.COM, INC.
By: /s/ Daniel Berkovits
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Daniel Berkovits
Chief Executive Officer
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EXERCISE FORM
To Be Executed by the Holder
in Order to Exercise Warrant
The undersigned Holder hereby irrevocably elects to exercise this
Warrant and to purchase _____ shares of the Company's Common Stock issuable upon
the exercise of such Warrant, and requests that certificates for such securities
shall be issued in name of:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(please print or type name and address)
_________________________________________________________________
(please insert social security or other identifying number)
and be delivered:
_________________________________________________________________
_________________________________________________________________
_________________________________________________________________
(please print or type name and address)
_________________________________________________________________
(please insert social security or other identifying number)
and if such number of shares of Common Stock shall not be all the shares
evidenced by this Warrant Certificate, that a new Warrant Certificate for the
balance of such shares be registered in the name of, and delivered to, the
Holder.
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