Exhibit 10.19
Franklin Credit Management Corporation
6 Harrison Street
New York, New York 10013
April 24, 1997
Steven W. Lefkowitz
President
Wade Capital Corp.
405 Lexington Avenue-54th Floor
New York, New York 10174
Gentlemen:
We hereby grant you this warrant to purchase 17,400 shares of the common
stock par value $.01 per share of our Company pursuant to the following
terms and conditions:
l. The warrant gives you the right to purchase up to 17,400 shares of
unissued or treasury stock at a price of $7.80 per share. The
warrant will expire on April 30, 2002.
2. You may exercise all or any portion of your warrant at any time and
from time to time prior to April 30, 2002 by delivering to us (i)
written notice of your desire to exercise (ii) payment of the warrant.
price and (iii) this warrant. To the extent you are not exercising this
warrant in full, we will return to you a new letter setting forth the
remaining portion of the warrants available to you.
You may not exercise less than 10 shares at any one time unless the
total number that you are exercising is the total number that may be
purchased under the warrant.
3. You represent that when you exercise your warrant, you will be
purchasing shares of stock for your own account and not on behalf of
others, that you will not then be an Underwriter (as such term is
defined under the Securities Act of 1933, as amended (the "1933
Act")) and will be purchasing such stock solely for investment with
no intention to resell. You understand and acknowledge that federal
and state securities law govern and restrict your right to offer,
sell, or otherwise dispose of any shares unless the shares are
registered under the Securities Act of 1933 as amended and state
securities laws or, in the opinion of our counsel, such offers,
sales or other disposition is exempt from registration.
You agree that you will not offer, sell, or otherwise dispose of any
shares in any manner which would (i) require us to file any
registration statement (or similar filing under state laws) with the
Securities and Exchange Commission or to amend or supplement any such
filing or (ii) violate or cause us to violate the 1933 Act, the rules
and registrations promulgated thereunder or any state or federal law.
You further understand that the
Steven W. Lefkowitz
April 24, 1997
Page 2
certificates for the shares you purchase will bear such legends as our
counsel deems necessary or desirable in connection with the 1933 Act
or other rules, regulations or laws.
4. This warrant is not transferable.
5. If there is any change in the outstanding shares of our company by
reason of a stock dividend or distribution, stock split up,
recapitalization, combination or exchange of shares or by reason of
any merger, consolidation, spin-off or other corporate
reorganization in which we are the surviving corporation, the
numbers of shares available for issuance in connection with the
exercise of this warrant and the exercise price shall be equitably
adjusted. After any such adjustment, the number of shares subject to
the warrant shall be rounded to the nearest whole number.
If the above is in accordance with our understanding, please sign one copy
of this letter in the place provided and return it to me.
Sincerely,
FRANKLIN CREDIT MANAGEMENT CORPORATION
/s/ Thomas Axen
Thomas Axen
President
The above is in accordance
with my understanding;
WADE CAPITAL CORPORATION
By /s/ Steven W. Lefkowitz
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Steven W. Lefkowitz, President
[FRANKLIN CREDIT MANAGEMENT CORPORATION LETTERHEAD]
June 21, 2005
VIA HAND DELIVERY
Mr. Steven W. Lefkowitz
53 7th Avenue
Brooklyn, New York 11217
Re: Confirmation of Warrant Extension
Dear Steve:
This is to confirm with you that the expiration date of the 17,400
warrants of common stock (currently 87,000 due to a subsequent reverse split of
the stock) granted to you by Franklin Credit Management Corporation ("Franklin
Credit") on April 24, 1997, was extended in 2001 by Franklin Credit from
April 30, 2002 to April 30, 2006.
Very truly yours,
/s/ Joseph Caiazzo
Joseph Caiazzo
Secretary
ACKNOWLEDGED AND
AGREED TO
/s/ Steven W. Lefkowitz
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Steven W. Lefkowitz