WARRANT TO PURCHASE
COMMON STOCK
OF
INTEGRATED MARKETING PROFESSIONALS, INC.
(formerly known as Casino Airlink, Inc.)
This is to certify that Joseph Charles & Associates, Inc. (the
"Holder") is entitled, subject to the terms and conditions
hereinafter set forth, to purchase Six Hundred Forty Three
Thousand Three Hundred Thirty Three (643,333) shares (the "Common
Shares") of Common Stock, $.001 par value per share (the "Common
Stock"), of INTEGRATED MARKETING PROFESSIONALS, INC. (formerly
known as Casino Airlink, Inc.), a Nevada corporation (the
"Company"), from the Company at the price per share and on the
terms set forth herein and to receive a certificate for the
Common Shares so purchased on presentation and surrender to the
Company with the subscription form attached, duly executed and
accompanied by payment of the purchase price of each share
purchased either in cash or by certified or bank cashier's check
or other check payable to the order of the Company.
Exercise
The purchase rights represented by this Warrant are exercisable
at a price per Common Share of Forty Four Cents ($0.44),
beginning April 21, 1998 and for a period of five (5) years
thereafter, subject to adjustment as hereinafter provided.
The purchase rights represented by this Warrant are exercisable
at the option of the registered owner hereof in whole or in part,
from time to time, within the period specified; provided,
however, that such purchase rights shall not be exercisable with
respect to a fraction of a Common Share. In case of the purchase
of less than all of the Common Shares purchasable under this
Warrant, the Company shall cancel this Warrant n surrender hereof
and shall execute and deliver a new Warrant of like tenor and
date for the balance of the shares purchasable hereunder.
The Company agrees at all times to take appropriate action to
reserve or hold available a sufficient number of Common Shares to
cover the number of shares issuable on exercise of this and all
other Warrants of like tenor then outstanding. The Company
agrees to obtain any authorization required from its shareholders
in order to amend its Articles of Incorporation to increase the
authorized capitalization to permit the exercise of this Warrant
and other Warrants of like tenor.
No Voting Rights
This Warrant shall not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Company, or to any
other rights whatever except the rights herein expressed, and no
dividends shall be payable or accrue in respect of this Warrant
or the interest represented hereby or the Common Shares
purchasable hereunder until or unless, and except to the extent
that, this Warrant shall be exercised.
Adjustments
The number of shares of Common Stock purchasable upon exercise of
this Warrant and the Purchase Price shall be subject to
adjustments from time to time as follows:
If the Company shall at any time prior to the expiration of this
Warrant subdivide or combine its Common Stock, by forward or
reverse stock split or otherwise, or issue additional shares of
its Common Stock as a dividend with respect to any shares of its
Common Stock, the number of Common Shares issuable upon exercise
of the Warrant shall forthwith the proportionately increased or
decreased. Appropriate adjustments shall also be made to the
purchase price, but the aggregate purchase price payable for the
total number of Common Shares purchasable under this Warrant (as
adjusted) shall remain the same. Any adjustments under this
paragraph shall become effective at the close of business on the
date the subdivision or combination becomes effective or as of
the record date of such dividend, or in the event that no record
date is fixed, upon the making of such dividend.
In the event of any reclassification, capital reorganization or
other change in the Common Stock of the Company or in the event
of any sale of all or substantially all of the Company's assets
or any merger, consolidation or restructuring to which the
Company is a party in which the Company's stockholders before the
transaction or series of transactions hold less than 50% of the
voting power of the surviving entity immediately after the
transaction or series of transaction (other than as a result of a
subdivision, combination or stock dividend provided for above),
lawful provision shall be made, and duly executed documents
evidencing the same shall be made and shall be delivered to the
Holder in substitution for the Holder's rights under this
Warrant, so that the Holder shall have the right at any time and
from time to time prior to the expiration of this Warrant to
purchase at a total price equal to that payable upon exercise of
this Warrant immediately prior to such event, the kind and amount
of shares of stock or other securities or property receivable in
connection with such reclassification, reorganization or change
by a Holder of same number of shares of Common Stock as were
purchasable by the Holder immediately prior to such
reclassification, reorganization or change. In any such case,
appropriate provisions shall be made with respect to the rights
and interest of the Holder so that the provisions hereof shall
hereafter be applicable with respect to any shares of stock or
other securities or property deliverable upon exercise hereof,
and appropriate adjustment shall be made to the purchase price
per Common Shares payable hereunder, provided the aggregate
purchase price shall remain the same.
Upon, any adjustments of the number of Common Shares issuable
upon exercise of this Warrant or the purchase price pursuant to
this paragraph, the Company within thirty (30) days thereafter
shall cause to be prepared a certificate of the Chief Financial
or Accounting Officer of the company setting forth the number of
Common Shares issuable upon exercise of this Warrant and the
purchase price after such adjustments, and setting forth in
reasonable detail the method of calculation used and cause a copy
of such certificate to be mailed to the Holder of the Warrant.
In the event of dissolution, liquidation, merger or combination
of the Company in which the Company is not a surviving
corporation, this Warrant shall terminate, but the registered
owner of this Warrant shall have the right, immediately prior to
such dissolution, liquidation, merger or combination, to exercise
this Warrant in whole or in part, to the extent that it shall not
have theretofore been exercised.
The foregoing adjustments and the manner of application of the
foregoing provisions may provide for the elimination of
fractional share interests.
Registration Rights
The Company has agreed to grant the Holders of the Common Shares
issued upon exercise of the Warrants evidenced hereby,
"piggyback" registration rights in connection with a registration
statement (the "Registration Statement") subsequently filed by
the Company with the Securities and Exchange Commission (the
"SEC"), whereby the company seeks to register shares of its
Common Stock for sale to the public, for the account of the
Company or any of its principal shareholders. The Company will
undertake to include in any such Registration Statement, subject
to the approval of the Underwriter, and in a registration
statement other than Form S-8, S-4 or comparable, the Common
Shares issued upon exercise of the Warrants. The Company has
agreed to pay form, all costs and expenses incident to the
issuance, offer, sale and delivery of the Common Shares,
including, but not limited to, all expenses and fees of
preparing, filing and printing the Registration Statement and
Prospectus and related exhibits, amendments and supplements
thereto and mailing of such items. However, the Company will not
pay selling commissions and expenses associated with the Holders'
sale of Common Shares, nor shall the company pay transfer taxes
in connection with such sale of the Common Shares or fees and
expenses of the Holders' counsel. The Company has agreed to
indemnify the selling security Holders against civil liabilities
including liabilities under the Securities Act of 1933.
The Holders will be required to furnish certain information to
the Company and to indemnify the Company against certain civil
liabilities, including liabilities arising under the Act with
respect to such information. There can be no assurance that any
such registration statement will become effective under the Act.
Indemnification
When pursuant hereto a Registration Statement registering the
resale of Common Shares or this Warrant is filed under the Act,
amended or supplemented by the Company will indemnify and hold
harmless each Holder of the Common Shares and Warrant covered by
such Registration Statement, amendment or supplement and each
person, if any, who controls (within the meaning of the Act) the
Holder, and each underwriter (within the meaning of the Act) of
such securities and each person, if any, who controls (within the
meaning of the Act) any such underwriter, against any losses,
claims, damages or liabilities, joint or several, to which the
Holder, any such controlling person or any such underwriter may
become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities, or actions in resect
thereof, arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any
such Registration Statement or any preliminary prospectus or
final prospectus constituting a part thereof or any amendment or
supplement thereto, or arising out of or based upon the omission
or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statement therein
not misleading and will reimburse the Holder or such controlling
person or underwriter in connection with investigating or
defending any such loss, claim, damage, liability or action,
provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in
said Registration Statement, said preliminary prospectus, and
final prospectus or said amendment or supplement in reliance upon
and in conformity with written information furnished by such
Holder or any other Holder for use in the preparation thereof.
The Holder will indemnify and hold harmless the Company, each of
its directors, each of its officers who have signed said
Registration Statement and such amendments and supplements
thereto, and each person, if any, who controls the Company
(within the meaning of the Act) against any losses, claims,
damages or liabilities, joint or several, to which the Company or
any such director, officer or controlling person may become
subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities, or actions in respect thereof,
arise out of or are based upon the omission or the alleged
omission to the state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, in each case to extent, but only to the extent, that
such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission
or alleged omission made in Registration Statement, said
preliminary prospectus, and said final prospectus or said
amendment or supplement in reliance upon and in conformity with
written information furnished by such Holder for use in
preparation thereof; and will reimburse the Company or any such
director, officer or controlling person for any legal or other
expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage,
liability or action.
Promptly after receipt by an indemnified party under this
paragraph of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party, give the indemnifying party
notice of the commencement thereof, but the omission so to notify
the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than under
this paragraph.
In case any such action is brought against any indemnified party,
and it notices an indemnifying party of the commencement thereof,
the indemnifying party will be entitled to participate in and, to
the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with
counsel reasonably satisfactory to such indemnified party
(however, in the event of disagreement as to the selection of
counsel, the indemnified party shall have the right to select
such counsel), and after notice from the indemnifying party will
not be liable to such indemnified party under this paragraph for
any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other
than reasonable costs of investigation. Any settlement of such
action shall require the indemnifying party's consent, which
shall not be unreasonably withheld.
MISCELLANEOUS
The Company shall not be required to issue or deliver any
certificate for Common Shares purchased on exercise of this
Warrant or any portion thereof to fulfillment of all the
following conditions:
(a) The completion of any registration or other qualifications
of such shares under any federal law or under the rulings or
regulations of the Securities and Exchange Commission or any
other government regulatory body which is necessary;
(b) The obtaining of any approval or other clearance from any
federal or state government agency which is necessary;
(c) The obtaining from the registered owner of the Warrant a
representation in writing that the owner is acquiring such Common
Shares for the owner's own account for investment and not with a
view to, or for sale in connection with, the distribution of any
part thereof, if the Warrants and the related shares have not
been registered under the Act; and;
(d) The placing on the certificate of an appropriate legend and
the issuance of stop transfer instructions in connection
therewith if this Warrant and the related, Common Shares have not
been registered under the Act to the following effect;
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE LAWS OF ANY
STATE AND HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM
REGISTRATION PERTAINING TO SUCH SECURTIES AND PURSUANT TO A
REPRESENTATION BY THE SECURITY HOLDER NAMED HEREON THAT SAID
SECURITIES HAVE BEEN ACQUIRED FOR PURPOSES OF INVESTMENT AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN
THE ABSENCE OF REGISTRATION. FURTHERMORE, NO OFFER, SALE,
TRANSFER, PLEDGE OR HYPOTHECATION IS TO TAKE ACCORDANCE WITH THE
ABOVE INSTRUCTIONS."
The Company may make any changes or corrections in the Warrant
(i) that it shall deem appropriate to cure any ambiguity or to
correct any defective or inconsistent provision or manifest
mistake or error herein contained; or (ii) that it may deem
necessary or desirable and which shall not adversely affect the
interest of the Holder; provided, however, that this Warrant
shall not otherwise be modified, supplemented or altered in any
respect except with the consent in writing of the Holders
representing no less than 50% of the Warrants then outstanding;
and provided, further, that no change in the number or nature of
the securities purchasable upon the exercise of any Warrant, or
any increase in the purchase price therefor, or any shortening of
the Warrant exercise period shall be made without the consent in
writing of the Holders representing such Warrant, other than such
changes as are specifically prescribed by this Warrant as
originally executed.
The terms and provisions of this Warrant shall inure to the
benefit of, and be binding upon, the Company and its successors
and assigns.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by the signature of its duly authorized officer.
INTEGRATED MARKETING PROFESSIONALS, INC.
By: /s/ William Forhan
William Forhan, President
Dated:
SUBSCRIPTION FORM
(To be executed by the registered holder to exercise the rights
to purchase Common Shares evidenced by the within Warrant.)
Integrated Marketing Professionals, Inc.
888 Las Olas Blvd.
Fort Lauderdale, FL 33301
Gentlemen:
The undersigned hereby irrevocably subscribes for Common Shares
pursuant to and in accordance with the terms and conditions of
this Warrant, and herewith makes payment of $ therefor, and
requests that a certificate for such Common Shares be issued in
the name of the undersigned and be delivered to the undersigned
at the address stated below, and if such number of shares shall
not be all of the shares purchasable hereunder, that a new
Warrant of like tenor for the balance of the remaining Common
Shares purchasable hereunder shall be delivered to the
undersigned at the address stated below.
Dated: Signed:
Address: