Exhibit 10-a
August 14, 2005
GLOBAL CONCEPTS, LTD.
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, G&H Management, L.L.C.
or registered permitted assigns (the "Holder") is hereby granted the
right to purchase, during the Exercise Period, up to twenty-five million
(25,000,000) fully paid and non-assessable shares (the "Shares") of the
common stock, no par value, ("Common Stock") of Global Concepts, Ltd.
(the "Company"). The purchase price for the Shares will be Twelve Cents
($.12) per Share. The Exercise Period will commence on the date of
this Warrant and terminate on July 31, 2008.
1. Exercise of Warrant.
A. The purchase rights represented by this Warrant are
exercisable at the option of the Holder hereof, in whole or in part
(but not as to fractional shares of the Common Stock) during the
Exercise Period as set forth above. In the case of the purchase of less
than all the shares of Common Stock purchasable under this Warrant, the
Company shall cancel this Warrant upon the surrender hereof and shall
execute and deliver a new Warrant of like tenor for the balance of the
shares of Common Stock purchasable hereunder.
B. This Warrant may be exercised by surrender of the Warrant with
the annexed Exercise Form duly completed and executed together with the
full Exercise Price (as hereinafter defined) in cash or by check for
the number of shares of Common Stock as to which this Warrant is
exercised, at the Company's principal executive offices.
C. Upon the exercise of this Warrant, the Holder hereof shall be
entitled to receive a certificate or certificates for the number of
shares of Common Stock purchased upon such exercise and a new Warrant
or Warrants representing any unexercised portion of this Warrant. Each
person in whose name any certificates for Common Stock are issued
shall, for all purposes, be deemed to have become the holder of record
of such Common Stock at the close of business on the date of exercise
of this Warrant, irrespective of the date of delivery of such
certificate, except that if the transfer books of the Company are
closed on such date, such person shall be deemed to have become the
holder of record of such Common Stock at the close of business on the
next succeeding date on which the transfer books are open. Nothing in
this Warrant shall be construed as conferring upon the holder hereof
any rights as a shareholder of the Company.
2. Anti-Dilution Provisions.
A. Stock Splits, Etc. If there is any stock dividend, stock
split, or combination of shares of Common Stock of the Company, the
number and amount of shares then subject to this Warrant shall be
proportionately and appropriately adjusted. No change shall be made in
the aggregate purchase price to be paid for all shares subject to this
Warrant, but the aggregate purchase price shall be allocated among all
shares subject to this Warrant after giving effect to the adjustment.
B. Capital Events. If there is any other change in the Common
Stock of the Company, including recapitalization, reorganization, sale
or exchange of assets, exchange of shares, offering of subscription
rights, or a merger or consolidation in which the Company is the
surviving corporation, an adjustment, if any, shall be made in the
shares then subject to this Warrant as the Board of Directors may deem
equitable. Failure of the Board of Directors to provide for an
adjustment pursuant to this subparagraph prior to the effective date of
any Company action referred to herein shall be conclusive evidence that
no adjustment is required in consequence of such action.
3. Piggy-Back Registration Rights. If during the Exercise
Period the Company proposes to file with the Securities and Exchange
Commission a Registration Statement relating to an offering for its own
account or the account of others under the Securities Act of any of its
securities (other than a Registration Statement on Form S-4 or Form S-8
(or their equivalents at such time) relating to securities to be issued
solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other
employee benefit plans) the Company shall promptly send to each Holder
written notice of the Company's intention to file a Registration
Statement and of such Holder's rights under this Section 3, and, if
within twenty (20) days after receipt of such notice, such Holder shall
so request in writing, the Company shall include in such Registration
Statement all or any part of the Common Stock which the Holder has
purchased or may purchase on exercise of this Warrant (the
"Registrable Securities").
4. Notices to Warrant Holders.
Nothing contained in this Warrant shall be construed as conferring
upon the holder hereof the right to vote or to consent or to receive notice
as a shareholder in respect of any meetings of shareholders for the election
of directors or any other matters or as having any rights whatsoever as a
shareholder of the Company. If, however, at any time prior to the expiration
of the Warrant and prior to its exercise, any of the following events shall
occur:
(a) The Company shall take a record of the holders of its shares
of Common Stock for the purpose of entitling them to receive a dividend
or distribution; or
(b) The Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or securities
convertible into or exchangeable for shares of capital stock of the Company,
or any option, right or option to subscribe therefor; or
(c) A merger or consolidation of the Company in which the Company
is not the surviving Company or the adoption of a plan of liquidation
or a sale of all or substantially all of its assets shall be proposed;
then, in any one or more of said events, the Company shall give written
notice to all holders of such event at least fifteen (15) days prior to
the date fixed as a record date or the date of closing the transfer
books for the determination of the shareholders entitled to such
dividend, distribution, convertible or exchangeable securities or
subscription rights, or entitled to vote on such proposed dissolution,
liquidation, winding up or sale. Such notice shall specify such record
date or the date of closing the transfer books, as the case may be.
Failure to give such notice or any defect therein shall not affect the
validity of any action taken in connection with the declaration or
payment of any such dividend, or the issuance of any convertible or
exchangeable securities, or subscription rights, options or options, or
any proposed dissolution, liquidation, winding up or sale.
WITNESS the signature of the duly authorized Chief Executive
Officer of the Company.
GLOBAL CONCEPTS, LTD.
By: /s/ Eduardo Rodriguez
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Eduardo Rodriguez
Chief Executive Officer
EXERCISE FORM
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(To be Executed by the Registered Holder in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the right
to purchase ____________ shares of Common Stock covered by this Warrant
according to the conditions hereof. The undersigned herewith makes
payment of the Purchase Price of such shares in full.
The undersigned further agrees that, unless a registration
statement including the shares shall be on file with the Securities and
Exchange Commission and be effective, the shares of Common Stock
covered by this Warrant, upon exercise hereof, shall be subject to and
bear the following legend, and does hereby make the representation set
forth in such legend:
"The shares represented by this
certificate have not been registered
under the Securities Act of 1933, as
amended (the "Act"). These shares
have been acquired for investment
and not with a view to distribution
or resale, and may not be offered,
sold, pledged, transferred or otherwise
disposed of, except pursuant to (i) an
effective registration statement under
the Act, or (ii) an opinion of counsel,
if such opinion shall be reasonably
satisfactory to the Company, that
registration is not required under the
Act."
______________________________
Signature
Dated:________________________
_____________________________
Address