Exhibit 10.51
NEITHER THE WARRANTS NOR THE SHARES OF COMMON STOCK TO BE ISSUED UPON THE
EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION, AND MAY NOT BE SOLD,
TRANSFERRED, OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT,
UNLESS IN THE OPINION OF COUNSEL TO THE COMPANY SUCH REGISTRATION IS NOT
REQUIRED.
WARRANT
For the Purchase of Common Stock of
AMERICAN LEISURE HOLDINGS, INC.,
A NEVADA CORPORATION
VOID AFTER 11:59 P.M. EASTERN STANDARD TIME ON AUGUST 8, 2011
WARRANT NO. ___ WARRANT TO PURCHASE
DATED AUGUST 8, 2006 235,000 SHARES
THIS WARRANT CERTIFIES THAT, for value received, STANFORD INTERNATIONAL
BANK, LTD., an Antiguan banking corporation or its registered assigns (the
"HOLDER") is entitled to acquire from American Leisure Holdings, Inc., a Nevada
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corporation whose address is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the
"COMPANY"), an aggregate of 235,000 shares of fully paid, non-assessable common
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stock, par value $0.001 per share, of the Company (the "COMMON STOCK") at any
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time on or prior to 11:59 p.m. Eastern Standard Time on August 8, 2011 (the
"EXPIRATION DATE"), at such price and upon such terms and conditions as set
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forth herein. If not exercised prior to the Expiration Date, this Warrant and
all rights granted under this Warrant shall expire and lapse.
The number and character of the securities purchasable upon exercise of
this Warrant and the Purchase Price (defined below) are subject to adjustment as
provided in Section 5 hereof. The term "Warrant" as used herein shall include
this Warrant and any warrants issued in substitution for or replacement of this
Warrant, or any warrant into which this Warrant may be divided or exchanged. The
shares of Common Stock purchasable upon exercise of this Warrant shall be
referred to hereinafter collectively as the "WARRANT SHARES."
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1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.
(a) PURCHASE PRICE. The purchase price of each Warrant Share issuable
upon exercise of this Warrant shall be $20.00 PER WARRANT SHARE, subject to
adjustment as provided in Section 5 hereof ("PURCHASE PRICE").
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(b) WARRANT EXERCISE. The purchase rights represented by this Warrant
may be exercised by the Holder, in whole or in part, at any time, and from
time to time prior to the Expiration Date, by the surrender and presentment
of this Warrant accompanied by a duly executed Notice of Exercise in the
form attached hereto (the "EXERCISE NOTICE"), together with the payment of
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the aggregate Purchase Price (the "AGGREGATE PURCHASE PRICE") for the
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number of Warrant Shares specified in the Exercise Notice in the manner
specified in Section l(d) hereof, all of which shall be presented to the
Company, at its principal office as set forth on page 1 of this Warrant, or
at such other place as the Company may designate by notice in writing to
the Holder.
(c) EXERCISE. As soon as practicable after full or partial exercise of
this Warrant, the Company at its expense (including, without limitation,
the payment by it of all taxes and governmental charges applicable to such
exercise and issuance of Warrant Shares) shall cause to be issued in the
name of and delivered to the Holder or such other persons as directed by
the Holder, a certificate or certificates for the total number of Warrant
Shares for which this Warrant is being exercised in such denominations as
instructed by the Holder, together with any other securities and property
to which the Holder is entitled upon exercise under the terms of this
Warrant. This Warrant shall be deemed to have been exercised, and the
Warrant Shares acquired thereby shall be deemed issued, and the Holder or
any person(s) designated by the Holder shall be deemed to have become
holders of record of such Warrant Shares for all purposes, as of the close
of business on the date that this Warrant, the duly executed and completed
Exercise Notice, and full payment of the Aggregate Purchase Price has been
presented and surrendered to the Company in accordance with the provisions
of this Section 1(b), notwithstanding that the stock transfer books of the
Company may then be closed. In the event this Warrant is only partially
exercised, a new Warrant evidencing the right to acquire the number of
Warrant Shares with respect to which this Warrant shall not then have been
exercised, shall be executed, issued and delivered by the Company to the
Holder simultaneously with the delivery of the certificates representing
the Warrant Shares so purchased.
(d) PAYMENT OF PURCHASE PRICE. The Aggregate Purchase Price of the
Warrant Shares being acquired upon exercise of this Warrant shall be paid
by the Holder to the Company by wire transfer, or by delivery of a bank or
cashier's check payable to the order of the Company in the amount of the
Aggregate Purchase Price which shall be determined by multiplying the
Purchase Price by the number of Warrant Shares specified in the Exercise
Notice to be purchased upon such exercise.
2. STOCK FULLY PAID; RESERVATION OF SHARES. The Company hereby agrees that
it will at all times have authorized and will reserve and keep available, solely
for issuance and delivery to the Holder, that number of shares of its Common
Stock (or other securities) that may be required from time to time for issuance
upon the exercise of this Warrant. All Warrant Shares when issued in accordance
with this Warrant shall be duly and validly issued and fully paid and
nonassessable.
3. EXCHANGE, ASSIGNMENT, OR LOSS OF WARRANT.
(a) This Warrant is exchangeable, without expense other than as
provided in this Section 3, at the option of the Holder upon presentation
and surrender hereof to the Company for other Warrants of different
denominations entitling the Holder thereof to acquire in the aggregate the
same number of Warrant Shares that may be acquired hereunder.
(b) All of the covenants and provisions of this Warrant by or for the
benefit of the Holder shall be binding upon and shall inure to the benefit
of, his successors and permitted assigns hereunder. This Warrant may be
sold, transferred, assigned, or hypothecated only in compliance with
Section 7 herein. If permitted under Section 7, any such assignment shall
be made by surrender of this Warrant to the Company, together with a duly
executed assignment in the form attached hereto ("ASSIGNMENT FORM"),
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whereupon the Company shall, without charge, execute and deliver a new
Warrant containing the same terms and conditions of this Warrant in the
name of the assignee as named in the Assignment Form, and this Warrant
shall be canceled at that time. This Warrant, if properly assigned, may be
exercised by a new Holder without first having the new Warrant issued.
(c) This Warrant may be divided or combined with other Warrants that
carry the same rights upon presentation and surrender of this Warrant at
the office of the Company, together with a written notice signed by the
Holder, specifying the names and denominations in which new Warrants are to
be issued.
(d) The Company will execute and deliver to the Holder a new Warrant
of like tenor and date upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction, or mutilation of this
Warrant; provided, that (i) in the case of loss, theft, or destruction, the
Company receives a reasonably satisfactory indemnity or bond, or (ii) in
the case of mutilation, the Holder shall provide and surrender this Warrant
to the Company for cancellation.
(e) Any new Warrant executed and delivered by the Company in
substitution or replacement of this Warrant shall constitute a contractual
obligation of the Company regardless of whether this Warrant was lost,
stolen, destroyed or mutilated, and shall be enforceable by any Holder
thereof.
(f) The Holder shall pay all transfer and excise taxes applicable to
any issuance of new Warrants under this Section 3.
4. RIGHTS OF THE HOLDER. Prior to exercise, this Warrant will not entitle
the Holder to any rights of a shareholder in the Company (including, without
limitation, rights to receive dividends, vote or receive notice of meetings).
The Company covenants, however, that for so long as this Warrant is at least
partially unexercised, it will furnish the Holder with copies of all reports and
communications furnished to the shareholders of the Company. The rights of the
Holder are limited to those expressed in this Warrant and are not enforceable
against the Company except to the extent set forth herein. No provision of this
Warrant, in the absence of affirmative action by the Holder to exercise this
Warrant, and no enumeration in this Warrant of the rights and privileges of the
Holder, will give rise to any liability of such Holder for the Aggregate
Purchase Price.
5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF WARRANT SHARES. The number
and kind of securities that may be acquired upon the exercise of this Warrant
and the Purchase Price shall be subject to adjustment, from time to time, upon
the happening of any of the following events:
(a) DIVIDENDS, SUBDIVISIONS, COMBINATIONS, OR CONSOLIDATIONS OF COMMON
STOCK.
(i) In the event that the Company shall declare, pay, or make any
dividend upon its outstanding Common Stock payable in Common Stock or
shall effect a subdivision of the outstanding shares of Common Stock
into a greater number of shares of Common Stock, then the number of
Warrant Shares that may thereafter be purchased upon the exercise of
the rights represented hereby shall be increased in proportion to the
increase in the number of outstanding shares of Common Stock through
such dividend or subdivision, and the Purchase Price shall be
decreased in such proportion. In case the Company shall at any time
combine the outstanding shares of its Common Stock into a smaller
number of shares of Common Stock, the number of Warrant Shares that
may thereafter be acquired upon the exercise of the rights represented
hereby shall be decreased in proportion to the decrease through such
combination and the Purchase Price shall be increased in such
proportion. The aforementioned adjustments shall become effective
immediately after the record date in the case of a dividend or
distribution and immediately after the effective date in the case of a
subdivision, combination or reclassification.
(ii) If the Company declares, pays or makes any dividend or other
distribution upon its outstanding Common Stock payable in securities
or other property (excluding cash dividends and dividends payable in
Common Stock, but including, without limitation, shares of any other
class of the Company's stock or stock or other securities convertible
into or exchangeable for shares of Common Stock or any other class of
the Company's stock or other interests in the Company or its assets
("CONVERTIBLE SECURITIES"), a proportionate part of those securities
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or that other property shall be set aside by the Company and delivered
to the Holder in the event that the Holder exercises this Warrant. The
securities and other property then deliverable to the Holder upon the
exercise of this Warrant shall be in the same ratio to the total
securities and property set aside for the Holder as the number of
Warrant Shares with respect to which this Warrant is then exercised is
to the total Warrant Shares that may be acquired pursuant to this
Warrant at the time the securities or property were set aside for the
Holder.
(iii) If the Company shall declare a dividend payable in money on
its outstanding Common Stock and at substantially the same time shall
offer to its shareholders a right to purchase new shares of Common
Stock from the proceeds of such dividend or for an amount
substantially equal to the dividend, all shares of Common Stock so
issued shall, for purposes of this Warrant, be deemed to have been
issued as a stock dividend subject to the adjustments set forth in
Section 5(a)(i).
(iv) If the Company shall declare a dividend payable in money on
its outstanding Common Stock and at substantially the same time shall
offer to its shareholders a right to purchase new shares of a class of
stock (other than Common Stock), Convertible Securities, or other
interests from the proceeds of such dividend or for an amount
substantially equal to the dividend, all shares of stock, Convertible
Securities, or other interests so issued or transferred shall, for
purposes of this Warrant, be deemed to have been issued as a dividend
or other distribution subject to Section 5(a)(ii).
(b) PRO RATA SUBSCRIPTION RIGHTS. If at any time the Company grants to
its shareholders rights to subscribe pro rata for additional securities of
the Company, whether Common Stock, Convertible Securities, or for any other
securities or interests that the Holder would have been entitled to
subscribe for if, immediately prior to such grant, the Holder had exercised
this Warrant, then the Company shall also grant to the Holder the same
subscription rights that the Holder would be entitled to if the Holder had
exercised this Warrant in full immediately prior to such grant.
(c) EFFECT OF RECLASSIFICATION, REORGANIZATION, CONSOLIDATION, MERGER,
OR SALE OF ASSETS.
(i) Upon the occurrence of any of the following events, the
Holder shall have the right thereafter, by the exercise of this
Warrant, to acquire for the Aggregate Purchase Price described in this
Warrant, the kind and amount of shares of stock and other securities,
property and interests as would be issued or payable with respect to,
or in exchange for, the number of Warrant Shares that are then
purchasable pursuant to this Warrant, as if such Warrant Shares had
been issued to the Holder immediately prior to such event: (A)
reclassification, capital reorganization, or other change of
outstanding Common Stock (other than a change as a result of an
issuance of Common Stock under Subsection 5(a)), (B), consolidation or
merger of the Company with or into another corporation or entity
(other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any
reclassification, capital reorganization or other change of the
outstanding shares of Common Stock or the Warrant Shares issuable upon
exercise of this Warrant), or (C) spin-off of assets, a subsidiary or
any affiliated entity, or the sale, lease, pledge, mortgage,
conveyance or exchange of a significant portion of the Company's
assets taken as a whole, in a transaction pursuant to which the
Company's shareholders of record are to receive securities or other
interests in a successor entity. The foregoing provisions of this
Section 5(c)(i) shall similarly apply to successive reclassifications,
capital reorganizations and similar changes of shares of Common Stock
and to successive consolidations, mergers, spin-offs, sales, leases or
exchanges. In the event that in any such reclassification, capital
reorganization, change, consolidation, merger, spin-off, sale, lease
or exchange, additional shares of Common Stock are issued in exchange,
conversion, substitution or payment, in whole or in part, for
securities of the Company other than Common Stock, any such issue
shall be determined in accordance with Section 5(e)(ii) below.
(ii) If any sale, lease, pledge, mortgage, conveyance or exchange
of all, or substantially all, of the Company's assets or business or
any dissolution, liquidation or winding up of the Company (a
"TERMINATION OF BUSINESS") shall be proposed, the Company shall
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deliver written notice to the Holder of this Warrant in accordance
with Section 6 below as a condition precedent to the consummation of
that Termination of Business. If the result of the Termination of
Business is that shareholders of the Company are to receive securities
or other interests of a successor entity, the provisions of Section
5(c)(i) above shall apply. However, if the result of the Termination
of Business is that shareholders of the Company are to receive money
or property other than securities or other interests in a successor
entity, the Holder of this Warrant shall be entitled to exercise this
Warrant and, with respect to any Warrant Shares so acquired, shall be
entitled to all of the rights of the other shareholders of Common
Stock with respect to any distribution by the Company in connection
with the Termination of Business. In the event no successor entity is
involved and Section 5(c)(i) does not apply, all acquisition rights
under this Warrant shall terminate at the close of business on the
date as of which shareholders of record of the Common Stock shall be
entitled to participate in a distribution of the assets of the Company
in connection with the Termination of Business; provided, that, in no
event shall that date be less than 30 days after delivery to the
Holder of this Warrant the written notice described above and in
Section 6. If the termination of acquisition rights under this Warrant
is to occur as a result of the event at issue, a statement to that
effect shall be included in that written notice.
(d) OBLIGATION OF SUCCESSORS OR TRANSFEREES. The Company shall not
effect any consolidation, merger, or sale or conveyance of assets within
the meaning of Section 5(c)(i)(B)-(C), unless prior to or simultaneously
with the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger or the corporation
purchasing such assets shall assume by written instrument executed and
mailed or delivered to the Holder pursuant to Section 10 herein, the
obligation to deliver to the Holder such shares of stock, securities, or
assets as, in accordance with the foregoing provisions, the Holder may be
entitled to acquire. In no event shall the securities received pursuant to
this Section be registerable or transferable other than pursuant and
subject to the terms of this Warrant.
(e) PURCHASE PRICE ADJUSTMENTS. Except as otherwise provided in this
Section 5, upon any adjustment of the Purchase Price, the Holder shall be
entitled to purchase, based upon the new Purchase Price, the number of
shares of Common Stock, calculated to the nearest full share, so that the
new Purchase Price is obtained by multiplying the number of Warrant Shares
that may be acquired pursuant to this Warrant immediately prior to the
adjustment of the Purchase Price by the Purchase Price in effect
immediately prior to its adjustment and dividing the product so obtained by
the new Purchase Price.
(f) ISSUANCES BELOW EXERCISE PRICE. If the Company, at any time while
this Warrant is outstanding:
(i) issues or sells, or is deemed to have issued or sold, any
Common Stock, not including the conversion of any Company preferred
stock issued and outstanding as of the date hereof in accordance with
the stated terms thereof as is in effect as of the date hereof;
(ii) in any manner grants, issues or sells any rights, options,
warrants, options to subscribe for or to purchase Common Stock or any
stock or other securities convertible into or exchangeable for Common
Stock (other than any Excluded Securities (as defined below)) (such
rights, options or warrants being herein called "OPTIONS" and such
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convertible or exchangeable stock or securities being herein called
"CONVERTIBLE SECURITIES"); or
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(iii) in any manner issues or sells any Convertible Securities;
for (a) with respect to paragraph (i) above, a price per share, or (b)
with respect to paragraphs (ii) or (iii) above, a price per share for which
Common Stock issuable upon the exercise of such Options or upon conversion
or exchange of such Convertible Securities is, less than $1.02 (the
"NON-DILUTIVE PRICE"), then, concurrently with such issuance, the number of
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Warrant Shares then issuable upon exercise of this Warrant shall be
increased to that number of shares of Common Stock determined by performing
the following calculation and rounding the resulting number to the nearest
whole: Divide:
(1) The Non-Dilutive Price multiplied by the number of
shares of Common Stock called for by the face of this Warrant,
by:
(2) the Weighted Average Per Unit Value.
(b) For the purposes of this Section 5(f), the "Weighted Average Per
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Unit Value" means the amount determined by performing the following
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calculation and rounding the resulting number to the nearest whole cent:
Divide:
(i) the sum of:
(A) the Non-Dilutive Price multiplied by the number of
shares of Common Stock outstanding immediately prior to the
issuance of additional shares of Common Stock, plus
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(B) the aggregate consideration, if any, received or to
be received by the Company in connection with such issuance,
by
--
(ii) the number of shares of Common Stock outstanding immediately
after such issuance.
(g) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under Section 5(f), the following
shall be applicable:
(i) Calculation of Consideration Received. If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor will
be deemed to be the net amount received by the Company therefor,
without deducting any expenses paid or incurred by the Company or any
commissions or compensations paid or concessions or discounts allowed
to underwriters, dealers or others performing similar services in
connection with such issue or sale. In case any Common Stock, Options
or Convertible Securities are issued or sold for a consideration other
than cash, the amount of the consideration other than cash received by
the Company will be the fair value of such consideration, except where
such consideration consists of securities listed or quoted on a
national securities exchange or national quotation system, in which
case the amount of consideration received by the Company will be the
arithmetic average of the closing sale price of such security for the
five (5) consecutive trading days immediately preceding the date of
receipt thereof. In case any Common Stock, Options or Convertible
Securities are issued to the owners of the non-surviving entity in
connection with any merger in which the Company is the surviving
entity, the amount of consideration therefor will be deemed to be the
fair value of such portion of the net assets and business of the
non-surviving entity as is attributable to such Common Stock, Options
or Convertible Securities, as the case may be. The fair value of any
consideration other than cash or securities will be determined jointly
by the Company and the registered owners of a majority of the Warrant
Stock then outstanding. If such parties are unable to reach agreement
within 10 days after the occurrence of an event requiring valuation
(the "VALUATION EVENT"), the fair value of such consideration will be
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determined within 48 hours of the 10th day following the Valuation
Event by an appraiser selected in good faith by the Company and agreed
upon in good faith by the registered owners of a majority of the
Warrant Stock then outstanding. The determination of such appraiser
shall be binding upon all parties absent manifest error.
(ii) Integrated Transactions. In case any Option is issued in
connection with the issue or sale of other securities of the Company,
together comprising one integrated transaction in which no specific
consideration is allocated to such Options by the parties thereto, the
Options will be deemed to have been issued for an aggregate
consideration of $.001.
(iii) Record Date. If the Company takes a record of the holders
of Common Stock for the purpose of entitling them (a) to receive a
dividend or other distribution payable in Common Stock, Options or in
Convertible Securities or (b) to subscribe for or purchase Common
Stock, Options or Convertible Securities, then such record date will
be deemed to be the date of the issue or sale of the shares of Common
Stock deemed to have been issued or sold upon the declaration of such
dividend or the making of such other distribution or the date of the
granting of such right of subscription or purchase, as the case may
be.
(iv) Other Events. If any event occurs that would adversely
affect the rights of the Holder of this Warrant but is not expressly
provided for by this Section 5 (including, without limitation, the
granting of stock appreciation rights, phantom stock rights or other
rights with equity features), then the Company's Board of Directors
will make an appropriate adjustment in the Exercise Price so as to
protect the rights of the Holder; provided, however, that no such
adjustment will increase the Exercise Price.
(v) If consideration other than money is received or issued by
the Company upon the issuance, sale or purchase of Common Stock,
Convertible Securities, or other securities or interests, the fair
market value of such consideration, as reasonably determined by the
Company's independent public accountant shall be used for purposes of
any adjustment required by this Section 5. The fair market value of
such consideration shall be determined as of the date of the adoption
of the resolution of the Board of Directors of the Company that
authorizes the transaction giving rise to the adjustment. In case of
the issuance or sale of the Common Stock, Convertible Securities, or
other securities or property without separate allocation of the
purchase price, the Company's independent public accountant shall
reasonably determine an allocation of the consideration among the
items being issued or sold. The reclassification of securities other
than Common Stock into securities including Common Stock shall be
deemed to involve the issuance of that Common Stock for a
consideration other than money immediately prior to the close of
business on the date fixed for the determination of shareholders
entitled to receive the Common Stock. The Company shall promptly
deliver written notice of all such determinations by its independent
public accountant to the Holder of this Warrant.
(h) APPLICATION OF THIS SECTION. The provisions of this Section 5
shall apply to successive events that may occur from time to time, but
shall only apply to a particular event if it occurs prior to the expiration
of this Warrant either by its terms or by its exercise in full.
(i) DEFINITION OF COMMON STOCK. Unless the context requires otherwise,
whenever reference is made in this Section 5 to the issue or sale of shares
of Common Stock, the term "COMMON STOCK" shall mean (i) the $.001 par value
common stock of the Company, (ii) any other class of stock ranking on a
parity with, and having substantially similar rights and privileges as the
Company's $.001 par value common stock, and (iii) any Convertible Security
convertible into either (i) or (ii). However, subject to the provisions of
Section 5(c)(i) above, Warrant Shares issuable upon exercise of this
Warrant shall include only shares of common stock designated as $.001 par
value common stock of the Company as of the date of this Warrant.
(j) NO ADJUSTMENT OF EXERCISE PRICE IN CERTAIN CASES. No adjustment of
the Exercise Price shall be made:
(i) upon the issuance of Common Stock upon the conversion of any
existing Company preferred stock, or any other Convertible Securities,
issued and outstanding as of the date hereof in accordance with the
stated terms thereof as is in effect as of the date hereof; or
(ii) upon the issuance of options granted at an exercise price of
no less than 100% of the market price as of the date of grant pursuant
to any current Company employee stock option plan or the sale by the
Company of any shares of Common Stock pursuant to the exercise of such
options.
(k) FRACTIONAL SHARES. No fractional Warrant Shares of Common Stock
shall be issued upon the exercise of this Warrant. In the event that an
adjustment in the number of shares of Common Stock issuable upon exercise
of this Warrant made pursuant to this Section 5 hereof results in a number
of shares issuable upon exercise which includes a fraction, at the Holder's
election, this Warrant may be exercised for the next larger whole number of
shares or the Company shall make a cash payment equal to that fraction
multiplied by the current market value of that share.
(l) COMPANY-HELD STOCK. For purposes of Section 5(a) above, shares of
Common Stock owned or held at any relevant time by, or for the account of,
the Company in its treasury or otherwise, shall not be deemed to be
outstanding for purposes of the calculation and adjustments described
therein.
6. NOTICE TO THE HOLDER.
(a) If, prior to the expiration of this Warrant either by its terms or
by exercise in full, any of the following shall occur:
(i) The Company shall declare a dividend or authorize any other
distribution on its Common Stock, including those of the type
identified in Section 5(a) hereof; (ii) the Company shall authorize
the granting to the shareholders of its Common Stock of rights to
subscribe for or purchase any securities or any other similar rights;
(iii) any reclassification, reorganization or similar change of the
Common Stock, or any consolidation or merger to which the Company is a
party, or the sale, lease, pledge, mortgage, exchange, or other
conveyance of all or substantially all of the assets of the Company;
(iv) the voluntary or involuntary dissolution, liquidation or winding
up of the Company; or (v) any purchase, retirement or redemption by
the Company of its Common Stock; then, and in any such case, the
Company shall deliver to the Holder written notice thereof at least 30
days prior to the earliest applicable date specified below with
respect to which notice is to be given, which notice shall state the
following: (x) the date on which a record is to be taken for the
purpose of such dividend, distribution or rights, or, if a record is
not to be taken, the date as of which the shareholders of Common Stock
of record to be entitled to such dividend, distribution or rights are
to be determined; (y) the date on which such reclassification,
reorganization, consolidation, merger, sale, lease, pledge, mortgage,
exchange, transfer, dissolution, liquidation, winding up or purchase,
retirement or redemption is expected to become effective, and the
date, if any, as of which the Company's shareholders of Common Stock
of record shall be entitled to exchange their Common Stock for
securities or other property deliverable upon such reclassification,
reorganization, consolidation, merger, sale, lease, pledge, mortgage,
exchange, transfer, dissolution, liquidation, winding up, purchase,
retirement or redemption; and (z) if any matters referred to in the
foregoing clauses (x) and (y) are to be voted upon by shareholders of
Common Stock, the date as of which those shareholders to be entitled
to vote are to be determined.
(b) Upon the happening of an event requiring adjustment of the
Purchase Price or the kind or amount of securities or property purchasable
hereunder, the Company shall forthwith give notice to the Holder which
indicates the event requiring the adjustment, the adjusted Purchase Price
and the adjusted number of Warrant Shares that may be acquired or the kind
and amount of any such securities or property so purchasable upon exercise
of this Warrant, as the case may be, and setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is
based. The Company's independent public accountant shall determine the
method of calculating the adjustment and shall prepare a certificate
setting forth such calculations, the reason for the methodology chosen and
the facts upon which the calculation is based. Such certificate shall
accompany the notice to be provided to the Holder pursuant to this Section
6(b).
7. TRANSFER TO COMPLY WITH THE SECURITIES ACT.
(a) This Warrant and the Warrant Shares or any other security issued
or issuable upon exercise of this Warrant may not be offered or sold except
in compliance with the Securities Act of 1933, as amended (the "SECURITIES
----------
ACT").
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(b) The Company may cause the following legend, or its equivalent, to
be set forth on each certificate representing the Warrant Shares, or any
other security issued or issuable upon exercise of this Warrant, not
theretofore distributed to the public or sold to underwriters, as defined
by the Securities Act, for distribution to the public pursuant to Section
7(d) below:
"The shares represented by this Certificate may not be
offered for sale, sold or otherwise transferred except
pursuant to an effective registration statement under the
Securities Act of 1933 (the "Securities Act") or pursuant to
an exemption from registration under the Securities Act, the
availability of which is to be established to the
satisfaction of the Company."
(c) The Holder agrees that, prior to the disposition of any Warrant
Shares acquired upon the exercise hereof under circumstances that might
require registration of such Warrant Shares or other security issued or
issuable upon exercise of this Warrant under the Securities Act, or any
similar federal or state statute, the Holder shall give written notice to
the Company, expressing his intention as to the disposition to be made of
such Warrant Shares or other security issued or issuable upon exercise of
this Warrant; except, that such notice shall not be required for a sale of
the Warrant Shares or other security issued or issuable upon exercise of
this Warrant made pursuant to the requirements of Rule 144 promulgated
under the Securities Act. Promptly upon receiving such notice, the Company
shall present copies thereof to its counsel. If, in the opinion of the
Holder's counsel the proposed disposition does not require registration of
the Warrant Shares or any other security issuable or issued upon the
exercise of this Warrant under the Securities Act, or any similar federal
or state statute, the Company shall, as promptly as practicable, notify the
Holder of such opinion, whereupon the Holder shall be entitled to dispose
of such Warrant Shares issuable or issued upon the exercise thereof, all in
accordance with the terms of the notice delivered by the Holder to the
Company.
8. BEST EFFORTS. The Company covenants that it will not, by amendment of
its Articles of Incorporation or bylaws, or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities, or
any other voluntary action, avoid or seek to avoid the observation or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in carrying out all those terms and in taking all action necessary
or appropriate to protect the rights of the Holder.
9. FURTHER ASSURANCES. The Company will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares or other securities upon the
exercise of all Warrants from time to time outstanding.
10. NOTICES. All notices, demands, requests, certificates or other
communications by the Company to the Holder and by the Holder to the Company
shall be in writing and shall be deemed to have been delivered, given and
received when personally given or on the third calendar day after it is mailed
by registered or certified mail to the Holder, postage pre-paid and addressed to
the Holder at his last registered address or, if the Holder has designated any
other address by notice in writing to the Company, to such other address; and,
if to the Company, addressed to it at that address appearing on page 1 of this
Warrant. The Company may change its address for purposes of service of notice by
written notice to the Holder at the address provided above, and the Holder may
change his address by written notice to the Company.
11. APPLICABLE LAW. This Warrant shall be governed by, and construed in
accordance with, the laws of the State of Nevada.
12. SURVIVAL. The various rights and obligations of the Holder and of the
Company set forth herein shall survive the exercise and surrender of this
Warrant.
13. NO AMENDMENTS OR MODIFICATIONS. Neither this Warrant nor any provision
hereof may be amended, modified, waived or terminated except upon the written
consent of the Company and the Holder of this Warrant.
14. DESCRIPTIVE HEADINGS. The descriptive headings of the several Sections
of this Warrant are inserted for convenience only and do not constitute a part
of this Warrant.
AMERICAN LEISURE HOLDINGS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: CEO
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Dated: 8/8/06
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AMERICAN LEISURE HOLDINGS, INC.
EXERCISE NOTICE
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The undersigned hereby irrevocably elects (A) to exercise the Warrant No.
___ dated August ___, 2006 (the "WARRANT"), pursuant to the provisions of
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Section 1 of the Warrant, to the extent of purchasing _____________ shares of
the common stock, par value $0.001 per share (the "COMMON STOCK"), of American
Leisure Holdings, Inc. and hereby makes a payment of $________ in payment
therefor, or (B) to exercise the Warrant to the extent of purchasing _________
shares of the Common Stock, pursuant to the provisions of Section 1(c) of the
Warrant. In exercising the Warrant, the undersigned hereby confirms that the
Common Stock to be issued hereunder is being acquired for investment and not
with a view to the distribution thereof. Please issue a certificate or
certificates representing said shares of Common Stock in the name of the
undersigned or in such other name as is specified below. Please issue a new
Warrant for the unexercised portion of the attached Warrant in the name of the
undersigned or in such other name as is specified below.
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Name of Holder
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Signature of Holder
or Authorized Representative
----------------------------------
Signature, if jointly held
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Name and Title of Authorized
Representative
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Address of Holder
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Date