EXHIBIT 10.3
THE SECURITIES EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS, AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR OTHERWISE
DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR LAWS COVERING SUCH SECURITIES, OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE SATISFACTORY TO THE COMPANY)
STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT, PLEDGE OR DISTRIBUTION IS EXEMPT
FROM THE REGISTRATION AND PROSPECTUS-DELIVERY REQUIREMENTS OF THE SECURITIES
ACT, AND ALL APPLICABLE STATE SECURITIES LAWS.
WARRANT
FOR SHARES OF COMMON STOCK
OF
FASTFUNDS FINANCIAL CORPoration
Warrant No. _____ _________, 2004
FOR VALUE RECEIVED, ________________________________, or its successors or
assigns (collectively, the "Holder"), is entitled to subscribe for and purchase
from FastFunds Financial Corporation, a Nevada corporation (the "Company"), up
to ___________________________________ (__________) fully paid and nonassessable
shares (the "Warrant Shares") of the Company's common stock (the "Common
Stock"), or such greater or lesser number of such shares as may be determined by
application of the provisions of this Warrant, at the price of Two and No/100
Dollars ($2.00) per Share, subject to adjustments as noted below (the "Warrant
Exercise Price").
This warrant may be exercised by Holder at any time or from time to time on
or prior to __________, 2009. This Warrant is subject to the following
provisions, terms and conditions:
1. EXERCISE OF WARRANT. The rights represented by this Warrant may be
exercised by Holder, in whole or in part, by written notice of exercise
delivered to the Company and by the surrender of this Warrant (properly
endorsed, if required) to the Company to its principal office and upon payment
to it by cash, certified check or bank draft of the Warrant Exercise Price for
the Warrant Shares. The Warrant Shares so purchased shall be deemed to be issued
as of the close of business on the date on which this Warrant has been exercised
by payment to the Company of the Warrant Exercise Price. Certificates for the
Warrant Shares so purchased, bearing an appropriate restrictive legend as
determined by the Company in its reasonable discretion, shall be delivered to
Holder within 15 days after the exercise hereof and, unless this Warrant has
expired, a new warrant for the purchase of that number of shares, if any, with
respect to which this Warrant has not been exercised shall also be delivered to
Holder within such time.
2. NO FRACTIONAL SHARES. No fractional shares shall be issued upon the
exercise of this Warrant. In lieu of any fractional share of Common Stock to
which Holder would otherwise be entitled, an amount in cash equal to such
fraction multiplied by the then-current value of a share of Common Stock, such
current value to be determined as follows (as applicable): (a) if the Common
Stock is not so listed or admitted to unlisted trading privileges and bid and
asked prices therefor in the over-the-counter market shall be reported by
Nasdaq, then such current value shall be the last reported sale on the last
business day prior to the date of the exercise of this Warrant, or, in the event
the last reported sale is unavailable, the average of the closing bid and asked
prices on the last business day prior to the date of the exercise of this
Warrant as so reported; or (b) if the Common Stock is not so listed or admitted
to unlisted trading privileges and such bid and asked prices shall not be so
reported, then such current value shall be computed on the basis of the book
value of Common Stock as of the close of business on the last day of the month
immediately preceding the date upon which this Warrant was exercised, as
determined by the Company.
3. ADJUSTMENTS TO WARRANT EXERCISE PRICE. The Warrant Exercise Price shall
be subject to adjustment from time to time as hereinafter provided in this
Section 3.
(a) If the Company at any time divides the outstanding shares of its
Common Stock into a greater number of shares (whether pursuant to a stock split,
stock dividend or otherwise), and conversely, if the outstanding shares of
Common Stock are combined into a smaller number of shares, then the Warrant
Exercise Price in effect immediately prior to such division or combination shall
be proportionately adjusted to reflect the reduction or increase in the value of
each such share of Common Stock.
(b) If any capital reorganization or reclassification of the Company's
capital stock, or consolidation or merger of the Company with another entity, or
the sale of all or substantially all of its assets to another entity shall be
effected in such a way that holders of the Common Stock shall be entitled to
receive stock, securities or assets with respect to or in exchange for such
Common Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, the Holder shall 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 immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby),
such shares of stock, other securities or assets as would have been issued or
delivered to Holder if it had exercised this Warrant and had received such
shares of Common Stock prior to such transaction. The Company shall not effect
any such consolidation, merger or sale, unless prior to the consummation thereof
the successor entity (if other than the Company) resulting from such
consolidation or merger or the entity purchasing such assets shall assume by
written instrument executed and mailed to the registered Holder at the last
address of such Holder appearing on the Company's books, the obligation to
deliver to such Holder such shares of stock, securities or assets as such Holder
shall be entitled to purchase under the foregoing provisions.
(c) Upon each adjustment of the Warrant Exercise Price, Holder shall
thereafter be entitled to purchase, at the Warrant Exercise Price resulting from
such adjustment, that number of shares of Common Stock obtained by multiplying
the Warrant Exercise Price in effect immediately prior to such adjustment by the
number of shares of Common Stock purchasable pursuant hereto immediately prior
to such adjustment, and dividing the product thereof by the Warrant Exercise
Price resulting from such adjustment.
(d) Upon any adjustment of the Warrant Exercise Price, 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 Company's books. The notice shall state the Warrant Exercise
Price resulting from the adjustment and the increase or decrease, if any, in the
number of shares purchasable at such price upon the exercise of this Warrant,
and shall set forth in reasonable detail the method of calculation and the facts
upon which such calculation is based.
4. NO RIGHTS AS SHAREHOLDER. This Warrant shall not entitle the Holder to
any voting rights or other rights as a shareholder of the Company.
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5. TRANSFERABILITY. This Warrant is issued upon the following terms, which
Holder acknowledges and to which Holder consents and agrees: (a) until this
Warrant is transferred on the Company's books, the Company will treat the Holder
of this Warrant, registered as such on the Company's books, as the absolute
owner hereof for all purposes without effect given to any notice to the
contrary; (b) this Warrant may not be exercised, and this Warrant and the
Warrant Shares shall not be transferable, except in compliance with all
applicable state and federal securities laws, regulations and orders, and with
all other applicable laws, regulations and orders; (c) neither this Warrant nor
the Warrant Shares issuable upon exercise hereof may be transferred without
Holder obtaining an opinion of counsel, which opinion and counsel are
satisfactory to the Company, stating that the proposed transaction will not
result in a prohibited transaction under the Securities Act and applicable state
securities laws. By accepting this Warrant, the Holder agrees to act in
accordance with any conditions imposed on such transfer by any such opinion of
counsel; and (d) neither the issuance of this Warrant nor the issuance of the
Warrants Shares issuable upon exercise hereof have been registered under the
Securities Act.
6. LOSS OR MUTILATION. Upon the Company's receipt from 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 the Company, and in case of mutilation upon surrender and cancellation
hereof, the Company will execute and deliver in lieu hereof a new Warrant of
like tenor to Holder; provided, however, in the case of mutilation no indemnity
shall be required if this Warrant in identifiable form is surrendered to the
Company for cancellation.
7. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to its
conflicts-of-law provisions.
8. AMENDMENTS AND WAIVERS. The provisions of this Warrant may not be
amended, modified or supplemented, and waivers of or consents to departures from
the provisions hereof may not be given, unless the Company agrees in writing and
has obtained the written consent of Holder.
9. SUCCESSORS AND ASSIGNS. All the terms and conditions of this Warrant
shall be binding upon and inure to the benefit of the permitted successors and
assigns of the Company and Holder.
10. CONSTRUCTION. The headings of this Warrant are for convenience only and
shall not affect the interpretation of this Warrant. Unless the context
indicates otherwise, all references herein to Sections are references to
Sections of this Warrant.
11. NOTICES. All notices or communications hereunder, except as herein
otherwise specifically provided, shall be in writing and transmitted in
accordance with the terms and conditions of that certain Purchase Agreement by
and between the Company and MBC Global, LLC, of even date herewith.
12. COUNTERPARTS. The Company may execute and attest to this Warrant in
counterparts.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed and
delivered by a duly authorized officer as of the ____ day of ________, 2004.
FASTFUNDS FINANCIAL CORPORATION
By:
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IJAZ ANWAR, CHIEF FINANCIAL OFFICER
ATTEST:
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TOM OLSON, SECRETARY
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WARRANT EXERCISE
(To be signed only upon exercise of warrant)
THE UNDERSIGNED, the holder of that certain warrant to purchase
_________________________ shares of common stock of FastFunds Financial
Corporation (the "Company"), dated ____________, 2004, hereby irrevocably elects
to exercise the purchase right represented by such warrant for, and to purchase
thereunder, _________________________________ shares of the Company's common
stock to which such warrant relates, and herewith makes payment of $
_____________________________________ therefore in cash or by check; and
requests that the certificates for such shares be issued in the name of, and be
delivered to ____________________________________________, whose address is set
forth below the signature of the undersigned.
Dated:
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(Signature)
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(Address)
WARRANT ASSIGNMENT
(To be signed only upon transfer of warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, transfers
and conveys unto _______________________________________ the purchase right
represented by that certain warrant to purchase up to
_____________________________ shares of common stock of FastFunds Financial
Corporation (the "Company"), dated November ____, 2004, and appoints
_______________________________________ as attorney to transfer such purchase
right on the Company's books, with full power of substitution in the premises.
Dated:
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(Signature)
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(Address)