EXHIBIT 10.1
ADVANCED LUMITECH, INC.
STOCK PURCHASE WARRANT
The Warrant represented by this certificate has not been registered under the
Securities Act of 1933, and such Warrant may not be sold or transferred unless
such sale or transfer is in accordance with the registration requirements of the
Securities Act of 1933, as at the time amended, or in conformity with the
limitations of Rule 144 or similar rule as then in effect under such Act, or
unless some other exemption from the registration requirements of such Act is
available with respect thereto.
Warrant No. 01.003 Number of Shares 21,000,000
- ------------------ ----------------------------
ADVANCED LUMITECH, INC.
COMMON STOCK, $.001 PAR VALUE
VOID AFTER MARCH 31, 2002
This Warrant is issued to DAVID J. GEFFEN (DJG) located at 11 Clover
Terrace, South Natick, MA 01760 - USA by ADVANCED LUMITECH, INC., a Nevada
corporation (hereinafter with its successors called the "Company").
For value received and subject to the terms and conditions hereinafter
set out, the holder of this Warrant, commencing November 12, 2001, is entitled
upon surrender of this Warrant, with the subscription form annexed hereto duly
executed, at the office of the Company, 200 Linden Street, Suite H-124,
Wellesley, Massachusetts 02482, or such other office as the Company shall notify
to the registered holder hereof in writing, to purchase from the Company at an
initial purchase price of 1.43 Cents ($0.0143) per share, 21,000,000 (twenty one
millions) fully paid and nonassessable shares of Common Stock, $.001 par value
(the "Common Stock"), of the Company. This Warrant may be exercised in part, and
the registered holder shall be entitled to receive a new warrant covering the
number of shares in respect of which this Warrant shall not have been exercised.
The person or persons in whose name or names any certificate representing shares
of Common Stock is issued hereunder shall be deemed to have become the holder of
record of the shares represented thereby as at the close of business on the date
on which this Warrant is exercised with respect to such shares, whether or not
the transfer books of the Company shall be closed. Until such time as this
Warrant is exercised or terminates, the purchase price payable and the
securities issuable upon exercise of this Warrant are subject to adjustment as
hereinafter provided.
- 1 -
I. This Warrant shall expire at the close of business on March 31,
2002, and shall be void thereafter.
II. The Company covenants that it will at all times reserve and keep
available a number of its authorized shares of its Common Stock, free from all
pre-emptive rights therein, which will be sufficient to permit the exercise of
this Warrant. The Company further covenants that such Common Stock as may be
issued pursuant to the exercise of this Warrant will, upon issuance, be duly and
validly issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof.
III. If the Company shall at any time prior to the expiration of this
Warrant subdivide its outstanding Common Stock, by split-up or otherwise, or
combine its outstanding Common Stock, or issue additional shares of its capital
stock in payment of a stock dividend in respect of its Common Stock, the number
of shares issuable on the exercise of the unexercised portion of this Warrant
shall forthwith be proportionately increased in the case of a subdivision or
stock dividend, or proportionately decreased in the case of a combination, and
the purchase price then applicable to shares covered by the unexercised portion
of this Warrant shall forthwith be proportionately decreased in the case of a
subdivision or stock dividend, or proportionately increased in the case of a
combination.
IV. In case of any reclassification, capital reorganization, or change
of the outstanding Common Stock of the Company (other than as a result of a
subdivision, combination or stock dividend), or in case of any consolidation of
the Company with, or merger of the Company into, another corporation or other
business organization (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in any reclassification
or change of the outstanding Common Stock of the Company), or in case of any
sale or conveyance to another corporation or other business organization of the
property of the Company, as an entirety or substantially as an entirety, at any
time prior to the expiration of this Warrant, then, as a condition of such
reclassification, reorganization, change, consolidation, merger, sale or
conveyance, lawful provision shall be made, and duly executed documents
evidencing the same from the Company or its successor shall be delivered to the
holder of this Warrant, so that the holder of this Warrant shall have the right
prior to the expiration of this Warrant to purchase, at a total price not to
exceed that payable upon the exercise of the unexercised portion of this
Warrant, the kind and amount of shares of stock and other securities and
property receivable upon such reclassification, reorganization, change,
consolidation, merger, sale or conveyance by a holder of the number of share of
Common Stock of the Company which might have been purchased by the holder of
this Warrant immediately prior to such reclassification, reorganization, change,
consolidation, merger, sale or conveyance, and in any such case appropriate
provisions shall be made with respect to the rights and interest of the holder
of this Warrant to the end that the provisions hereof (including without
limitation, provisions for the adjustment of the purchase price and of the
number of shares purchasable upon exercise of this Warrant) shall thereafter be
applicable in relation to any shares of stock, and other securities and property
thereafter deliverable upon exercise hereof.
- 2 -
V. In no event shall any fractional share of Common Stock of the
Company be issued upon any exercise of the warrant granted hereunder. If, upon
exercise of this Warrant as an entirety, the registered holder would, except as
provided in this Section 5, be entitled to receive a fractional share of Common
Stock, then the Company shall issue the next higher number of full shares of
Common Stock, issuing a full share with respect to such fractional share.
VI. If at any time prior to the expiration or exercise of this Warrant,
the Company shall pay any dividend or make any distribution upon its Common
Stock or shall make any subdivision or combination of, or other change in its
Common Stock, the Company shall cause notice thereof to be mailed, first class,
postage prepaid, to the holder of this Warrant at least ten full business days
prior to the date as of which holders of Common Stock who shall participate in
such dividend, distribution, subdivision, combination or other change are to be
determined. Such notice shall also specify the time as of which holders of
Common Stock who shall participate in such dividend or distribution are to be
determined. Failure to give such notice, or any defect therein, shall not affect
the legality or validity of any dividend or distribution.
VII. A. The Company will maintain a register containing the names and
addresses of the holders of the Warrants. The "registered holder" of any Warrant
shall be the person in whose name such Warrant is registered in said warrant
register. Any registered holder of this Warrant may change his address as shown
on the warrant register by written notice to the Company requesting such change.
Any notice or written communication required or permitted to be given to the
registered holder may be given by registered mail, or delivered to such
registered holder at its address as shown on the warrant register.
B. This Warrant, and the rights evidenced hereby, are subject to
restriction on transfer set forth in Federal and State securities laws and may
not be offered for sale, sold, transferred or otherwise disposed of unless
registered under The Securities Act of 1933, as amended, and applicable state
securities laws, or unless an exemption therefrom is available. Permissible
transfers of this Warrant, and the rights evidenced hereby, may be made by any
registered holder hereof with respect to any or all of the shares purchasable
hereunder. Upon presentation of this Warrant to the Company for transfer as an
entirety by the registered holder, the Company shall issue a new warrant of the
same denomination to the assignee. Upon presentation of this Warrant to the
Company by the registered holder for such transfer with respect to a portion of
the shares of Common Stock purchasable hereunder, the Company shall issue a new
warrant to the assignee, in such denomination as shall be requested by the
registered holder hereof, and shall issue to such registered holder a new
warrant covering the number of shares in respect of which this Warrant shall not
have been transferred. .
C. In the event any stockholders of the Company are granted
registration rights in the future to register shares of the Company's capital
stock under the Securities Act of 1933, as amended, the holder of this Warrant
or the shares issued on exercise hereof shall be entitled to substantially
similar registration rights with respect to the shares.
- 3 -
D. In case this Warrant shall be mutilated, lost, stolen, or
destroyed, the Company may issue a new warrant of like tenor and denomination
and deliver the same (a) in exchange and substitution for and upon surrender and
cancellation of any mutilated Warrant, or (b) in lieu of any Warrant lost,
stolen, or destroyed, upon receipt of evidence satisfactory to the Company of
the loss, theft or destruction of such Warrant (including a reasonably detailed
affidavit with respect to the circumstances of any loss, theft, or destruction)
and of indemnity satisfactory to the Company.
VIII. Subject to compliance with applicable Federal and State
securities law and certain restrictions on transfer referred to in Section 7B,
this Warrant and all rights hereunder are transferable in whole or in part, at
the office or agency of the Company at which this Warrant is exercisable by the
holder hereof in person or by duly authorized attorney, upon surrender of this
Warrant together with the assignment hereof properly endorsed. Until transfer
hereof on the books of the Company, the Company may treat the registered holder
hereof as the owner hereof for all purposes.
IX. Unless a current registration statement under the Securities Act of
1933, as amended, shall be in effect with respect to the securities to be issued
upon exercise of this Warrant, the holder hereof, by accepting this Warrant,
covenants and agrees that, at the time of exercise hereof, and at the time of
any proposed transfer of securities acquired upon exercise hereof, such holder
will deliver to the Company a written statement that the securities acquired by
the holder upon exercise hereof are for the own account of the holder for
investment and are not acquired with a view to, or for sale in connection with,
any distribution thereof (or any portion thereof) and with no present intention
(at any such time) of offering and distributing such securities (or any portion
thereof). Further, the holder shall comply with such provisions of applicable
State securities laws as counsel to the Company shall advise.
X. The provisions and terms of this Warrant shall be construed in
accordance with the laws of the Commonwealth of Massachusetts.
ADVANCED LUMITECH, INC.
By:____________________________
Patrick Planche, President
(Corporate Seal)
Attest:
__________________________________
- 4 -
FORM OF SUBSCRIPTION
To: Advanced Lumitech, Inc. Date:
The undersigned hereby subscribes for ______________ shares of Common
Stock of ADVANCED LUMITECH, INC. covered by this Warrant. The certificate(s) for
such shares shall be issued in the name of the undersigned or as otherwise
indicated below:
_________________________________________
Name
_________________________________________
Name for Registration
_________________________________________
_________________________________________
_________________________________________
Mailing Address
FORM OF ASSIGNMENT
For value received _____________________ hereby sell, assign and transfer unto
________________________________________________________________________________
Please print or typewrite name and address of Assignee
the within Warrant, and do hereby irrevocably constitute and appoint
______________________ Attorney to transfer the within Warrant on the books of
the within named Corporation with full power of substitution on the premises.
Dated:_____________________________
By:________________________________
In the presence of:
____________________________________