Re: Warrant Re-pricing
Exhibit
4.15
October
28,
2008
|
TO:
|
___________________________________(“Warrant
Holder”)
|
(“Warrant
Holder”)
|
Re:
|
Warrant
Re-pricing
|
Dear
Warrant Holder:
Drinks
Americas Holdings, Ltd (the "Company")
has
issued to you ("Warrant
Holder")
warrants to purchase shares of the
Company's
common
stock (the Warrants").
The
Company
hereby
agrees that for a period commencing on the date of this letter and ending on
November 3, 2008(the "Deadline"),
the
exercise price under the Warrant Agreement shall be lowered to a price equal
to
$0.20. As partial consideration for the Warrant Re-pricing, during the period
from the Deadline until February 28, 2009, in the event that the Company’s stock
trades for $1.50 or higher (subject to adjustments for forward and reverse
stock
splits, recapitalizations, stock dividends, and the like after the date hereof)
for ten (10) consecutive trading days then the exercise price reverts to the
original exercise price under the Warrants ($.__ per share of common stock)
and
the Warrant Holder shall pay the Company the difference ($.__ per share). This
warrant re-pricing offer is being made to the Warrant Holder.
The
re-pricing is subject to the following conditions:
|
1.
|
Warrant
Holder shall deliver the Warrants to the Company with an executed
notice
of exercise for the full amount of shares under the Warrants if the
Warrant Holder elects to participate in this re-pricing (see the
attached
Exercise Procedures).
|
|
2.
|
Warrant
Holder shall not be entitled to exercise the Warrant on a cashless
basis
as may be provided in the Warrant Agreement.
|
|
4.
|
Warrant
Holder waives all ratcheting and anti-dilution provisions included
in any
agreements previously entered into between the Warrant Holder and
the
Company
|
|
5.
|
In
the event that the Warrants have not been exercised in full on the
above
terms by the Deadline, this offer shall terminate and any further
rights
under the Warrants shall continue as they are set forth in the Warrant
Agreement, including the stated exercise
price.
|
Warrant
Holder acknowledges that by executing this letter they are obligating themselves
to exercise the Warrants.
If
you
agree to participate in this warrant re-pricing program according to the terms
provided above, you must execute the additional copy of this letter and return
it in the enclosed envelope by no later than four (4)days from the
date
of this letter. If a signed letter is not received by that date you will be
deemed to have rejected this offer.
| Very truly yours, | ||
| DRINKS AMERICAS HOLDINGS, LTD. | ||
| |
|
|
| By: |  |
|
|
▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇ |
||
| Chief Executive Officer | ||
WARRANT
HOLDER ACCEPTANCE
I
agree
to participate in the warrant
repricing
program on the above terms.
Warrant
Holder (exact name as indicated on warrant):
|
By:
|
||
|
Print
Name:
|
||
|
Procedure
for Participating in Warrant Re-pricing Program
|
|||
|
1.
|
Warrant
Holder signs re-pricing letter.
|
|
2.
|
Warrant
Holder faxes application and mails original to the following:
|
▇▇▇▇▇▇▇
▇▇▇▇
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇
Wilton,
CT 06897
Fax:
(▇▇▇)
▇▇▇-▇▇▇▇
|
4.
|
Warrant
Holder completes Exhibit A, "Notice
of Exercise"
attached hereto as to the number of shares to be included in the
program.
|
|
5.
|
Warrant
Holder sends original warrant and signed original of Exhibit A to
Drinks
Americas Holdings, Ltd. accompanied by payment in full, in lawful
money of
the United States, of the exercise price payable in respect of the
number
of shares purchased upon exercise. Warrant Holder may wire payment
as
follows:
|
| Drinks Americas Inc |
| Bank Name: |
| Banks’s Address: |
| ABA#: |
| Account#: |
For
further information regarding exercising warrants during the warrant call,
please contact Drink’s Chief Financial Officer, ▇▇▇▇▇▇▇ ▇▇▇▇, at ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇.
EXHIBIT
A
NOTICE
OF EXERCISE FORM
NOTICE
OF EXERCISE
(1) The
undersigned hereby elects to purchase ________ Warrant Shares of the Company
pursuant to the terms of the attached Warrant, and tenders herewith payment
of
the exercise price in full.
(2) Payment
shall take the form of lawful money of the United States:
(3) Please
issue a certificate or certificates representing said Warrant Shares in the
name
of the undersigned or in such other name as is specified below:
_______________________________
The
Warrant Shares shall be delivered to:
Name
of
Investing Entity: _____________________
Address:
_____________________
_____________________
_____________________
(4)
Accredited
Investor.
The
undersigned is an “accredited investor” as defined in Regulation D promulgated
under the Securities Act of 1933, as amended.
[SIGNATURE
OF WARRANT HOLDER]
Name
of
Investing Entity:
________________________________________________________________________
Signature
of Authorized Signatory of Investing Entity:
_________________________________________________
Name
of
Authorized Signatory:
___________________________________________________________________
Title
of
Authorized Signatory:
____________________________________________________________________
Date:
________________________________________________________________________________________