Exhibit 4.3
WARRANT NO. ____
WARRANT FOR PURCHASE OF COMMON STOCK
THIS WARRANT AND THE COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE OR
OTHER JURISDICTIONS SECURITIES LAW. NEITHER THIS WARRANT NOR THE COMMON
STOCK PURCHASABLE HEREUNDER MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO SUCH SECURITIES UNDER SUCH ACT AND ANY APPLICABLE STATE OR
OTHER JURISDICTION SECURITIES LAWS OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
theglobe.com, Inc.
Purchase Warrant for
Common Stock
THIS INSTRUMENT certifies that, FOR VALUE RECEIVED,
__________________________________, a _______________________, with a business
address of ___________________________ Florida (the "Holder"), or its registered
assigns, is entitled, subject to the terms and conditions set forth in this
Warrant for Purchase of Common Stock (this "Warrant"), to purchase from
theglobe.com, Inc., a Delaware corporation (the "Company" or the "Corporation"),
___________________________________________________ (____________) shares of
Common Stock, $.001 par value, of the Company (the "Shares"), commencing
immediately, and ending at 5:00 p.m., New York time, May 22, 2013, for a
purchase price of seventy-two cents ($.72) per Share (the "Exercise Price"),
such number of Shares and Exercise Price being subject to adjustment from time
to time as set forth in Sections 3 and 4 below.
This Warrant is subject to the following provisions, terms and
conditions:
SECTION 1. Warrant Exercise. This Warrant may be exercised by the holder hereof,
in whole or in part, by the presentation and surrender of this Warrant with the
form of the Purchase Form attached hereto as SCHEDULE A duly executed, at the
principal office of the Company, and upon payment to the Company of the
applicable Warrant Exercise Price in cash or by cashier's check. The Shares so
purchased shall be deemed to be issued to the holder hereof as the record owner
of such Shares as of the close of business on the date on which this Warrant
shall have been surrendered and payment made for such Shares. Upon the exercise
of this Warrant, the issuance of certificates for Shares shall be made forthwith
without charge to the holder hereof including, without limitation, any tax which
may be payable in respect of the issuance thereof, and such certificates shall
be issued in the name of, or in such names as may be directed by, the holder
hereof; provided, however, that the Company shall not be required to pay any tax
which may be payable in respect of any transfer involved in the issuance and
delivery of any such certificates in a name other than that of the holder and
the Company shall not be required to issue or deliver such certificates unless
or until the person or persons requesting the issuance thereof shall have paid
to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid. Upon any partial
exercise of this Warrant, there shall be countersigned and issued to the holder
hereof a new Warrant in respect of the Shares as to which this Warrant shall not
have been exercised.
SECTION 2. Reservation of Shares. The Company covenants and agrees:
(i) That all Shares which may be issued upon the exercise of the rights
represented by this Warrant will, upon issuance, be fully paid and nonassessable
and free from all taxes, liens and charges with respect to the issue thereof;
and
(ii) That during the period within which the rights represented by this Warrant
may be exercised, the Company will at all times have authorized, and reserved
for the purpose of issue and delivery upon exercise of the rights evidenced by
this Warrant, a sufficient number of shares of Common Stock to provide for the
exercise of the rights represented by this Warrant.
SECTION 3. Adjustment of the Warrant Exercise Price.
a. Adjustments for Subdivision, Dividends, Combinations or
Consolidations of Common Stock.
(i) If the Corporation shall at any time or from time
to time after the date that this Warrant is issued (the "Original Issue
Date") effect a combination or consolidation of the outstanding Common
Stock, by reclassification or otherwise, into a lesser number of shares
of Common Stock, the Exercise Price in effect immediately prior to such
combination or consolidation shall, concurrently with the effectiveness
of such combination or consolidation, be proportionately increased.
(ii) In the event the Corporation shall declare or
pay any dividend on the Common Stock payable in Common Stock or in the
event the outstanding shares of Common Stock shall be subdivided, by
reclassification or otherwise than by payment of a dividend in Common
Stock, into a greater number of shares of Common Stock, the Exercise
Price in effect immediately prior to such dividend or subdivision shall
be proportionately decreased.
a. in the case of any such dividend,
immediately after the close of business on the record date for the
determination of holders of any class of securities entitled to receive
such dividend, or
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b. in the case of any such subdivision, at
the close of business on the date immediately prior to the date upon
which such corporate action becomes effective.
If such record date shall have been fixed and such
dividend shall not have been fully paid on the date fixed therefor, the
adjustment previously made in the applicable Exercise Price that became
effective on such record date shall be canceled as of the close of
business on such record date, and thereafter the applicable Exercise
Price shall be adjusted as of the time of actual payment of such
dividend.
b. Adjustment for Other Dividends and Distributions.
If the Corporation at any time or from time to time after the Original
Issue Date makes, or fixes a record date for the determination of
holders of Common Stock entitled to receive, a dividend or other
distribution payable in securities of the Corporation other than shares
of Common Stock, in each such event provision shall be made so that the
holder of the Warrant shall receive upon Exercise thereof, in addition
to the number of shares of Common Stock receivable thereupon, the
amount of other securities of the Corporation that it would have
received had its Warrant been exercised for Common Stock on the date of
such event and had it thereafter, during the period from the date of
such event to and including the exercise date, retained such securities
receivable by them as aforesaid during such period, subject to all
other adjustments called for during such period under this Section 3
with respect to the rights of the holder of the Warrant or with respect
to such other securities by their terms.
c. Adjustment for Reclassification, Exchange and
Substitution. If at any time or from time to time after the Original
Issue Date, the Common Stock issuable upon the exercise of the Warrant
is changed into the same or a different number of shares of any class
or classes of stock, whether by recapitalization, reclassification or
otherwise (other than a subdivision or combination of shares or stock
dividend or a reorganization, merger, consolidation or sale of assets
provided for elsewhere in this Section 3), in any such event the holder
of this Warrant shall have the right thereafter to exercise this
Warrant for the kind and amount of stock and other securities and
property receivable upon such recapitalization, reclassification or
other change by holders of the maximum number of shares of Common Stock
into which this Warrant could have been exercised immediately prior to
such recapitalization, reclassification or change, all subject to
further adjustment as provided herein or with respect to such other
securities or property by the terms thereof.
d. Certificate as to Adjustments. Upon the occurrence
of each adjustment or readjustment of the Exercise Prices pursuant to
this Section 3, the Corporation at its expense shall promptly compute
such adjustment or readjustment in accordance with the terms hereof and
furnish to each holder of a Warrant, a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which
such adjustment or readjustment is based. The Corporation shall, upon
the written request at any time of any holder of a Warrant, furnish or
cause to be furnished to such holder a like certificate setting forth
(i) such adjustments and readjustments, (ii) the Exercise Prices at the
time in effect, and (iii) the number of shares of Common Stock and the
amount, if any, of other property which at the time would be received
upon the exercise of the Warrant.
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SECTION 4. Adjustments of Number of Shares Issuable Upon Exercise. Upon each
adjustment of the Exercise Price pursuant to Section 3 hereof, the holder of
this Warrant shall thereafter (until another such adjustment) be entitled to
purchase, at the adjusted Exercise Price in effect on the date purchase rights
under this Warrant are exercised, the number of Shares of Common Stock,
calculated to the nearest number of shares, determined by (a) multiplying the
number of Shares of Common Stock purchasable hereunder immediately prior to the
adjustment of the Exercise Price by the Exercise Price in effect immediately
prior to such adjustment, and (b) dividing the product so obtained by the
adjusted Exercise Price in effect on the date of such exercise.
SECTION 5. Fractional Interests. If any fraction of a Share is issuable on the
exercise of this Warrant, the Company shall be required to and shall issue such
fractional Share on the exercise of this Warrant.
SECTION 6. No Rights as Shareholder. Nothing contained in this Warrant shall be
construed as conferring upon the Holder or his transferees any rights as a
shareholder of the Company.
SECTION 7. Successors. All the covenants and provisions of this Warrant by or
for the benefit of the Company or the Holder shall bind and inure to the benefit
of their respective successors and assigns hereunder.
SECTION 8. Applicable Law. This Warrant shall be deemed to be a contract made
under and construed in accordance with the laws of the State of Delaware.
SECTION 9. Benefits. This Warrant shall not be construed to give to any person
or corporation other than the Company and the Holder any legal or equitable
right, remedy or claim under this Warrant, and this Warrant shall be for the
sole and exclusive benefit of the Company and the Holder.
SECTION 10. Transferability. No transfer of this Warrant shall be effective
unless and until registered on the books of the Company maintained for such
purpose, and the Company may treat the registered holder as the absolute owner
of this Warrant for all purposes and the person entitled to exercise the rights
represented hereby. No such transfer of this Warrant shall be effective unless
prior to any transfer or attempted transfer of Warrant, or any interest herein,
the Holder shall give the Company written notice of his or its intention to make
such transfer, describing the manner of the intended transfer and the proposed
transferee. Promptly after receiving such written notice, the Company shall
present copies thereof to counsel for the Company and to any special counsel
designated by the Holder. If in the opinion of each of such counsel the proposed
transfer may be effected without registration of either the Warrant or the
Common Stock purchasable hereunder under applicable federal or state securities
laws (or other applicable jurisdiction's law), the Company, as promptly as
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practicable, shall notify the Holder of such opinions, whereupon this Warrant
(or the interests therein) proposed to be transferred shall be transferred in
accordance with the terms of said notice. The Company shall not be required to
effect any such transfer prior to the receipt of such favorable opinion(s);
provided, however, the Company may waive the requirement that Holder obtain an
opinion of counsel, in its sole and absolute discretion. As a condition to such
favorable opinion, counsel for the Company may require an investment letter to
be executed by the proposed transferee. Any transferee of this Warrant, by
acceptance hereof, agrees to be bound by all of the terms and conditions of this
Warrant.
SECTION 11. Investment Representation and Legend. Each Holder by acceptance of
this Warrant represents and warrants to the Company that the Holder is acquiring
this Warrant, and unless at the time of exercise a registration statement under
the Securities Act of 1933, as amended, is effective with respect to the Shares,
that upon the exercise hereof the Holder will acquire the Shares issuable upon
such exercise, for investment purposes only and not with a view towards the
resale or other distribution thereof.
The Holder by acceptance of this Warrant agrees that the Company may affix,
unless the Shares issuable upon exercise of this Warrant are registered at the
time of exercise, the following legend to certificates for Shares upon the
exercise of this Warrant:
The securities represented by this certificate have not been registered
under the Securities Act of 1933 (the "Securities Act"), and have not been
registered under any state or other jurisdiction's securities law, and may not
be offered, sold, transferred, encumbered or otherwise disposed of unless there
is an effective registration statement under the Securities Act and any
applicable state securities laws, or other jurisdiction, relating thereto or
unless, in the opinion of counsel acceptable to the Company, such registration
is not required.
IN WITNESS WHEREOF, the Company has duly authorized the issuance of
this Warrant as of _____________, 2003.
theglobe.com, Inc.
By:
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Name:
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Title:
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SCHEDULE A
THEGLOBE.COM, INC.
PURCHASE FORM
theglobe.com, Inc.
110 East Broward Blvd.
Suite 1400
Ft. Lauderdale, FL 33301
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the attached Warrant for, and to purchase thereunder, ____ of the
Shares provided for therein (originally, _____ of the ___________ Shares, and as
presently adjusted pursuant to Section 3 thereof, ______ of the _____Shares),
and requests that certificates for such Shares be issued in the name of the
undersigned and addressed as follows:
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(Please Print Name, Address, and
Social Security or Tax Identification Number)
Dated: , 200__.
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Name of Warrantholder:
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(Must be the same as that on the books and records
of the Company)
Signature:
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