Sample Business Contracts

Warrant to Purchase Common Stock - Scores Holding Co. Inc. and Scores Entertainment Inc.

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                        WARRANT TO PURCHASE COMMON STOCK


                           SCORES HOLDING COMPANY INC.


     FOR VALUE RECEIVED,  Scores Holding Company Inc., a Utah  corporation  (the
"Company"),  grants the following rights to Scores Entertainment,  Inc. with its
offices  at 150 E.  58th  Street,  New  York,  NY  10022  and its  assigns  (the

                             ARTICLE 1. DEFINITIONS.

     Capitalized  terms used and not  otherwise  defined  herein  shall have the
meanings given such terms in the Intellectual  Property Assignment  Agreement by
and between the Company and the Holder and entered  into as of July 1, 2002 (the
"Assignment  Agreement").  As used in this Agreement,  the following terms shall
have the following meanings:

     "Corporate  Office" shall mean the office of the Company (or its successor)
at which at any particular time its principal business shall be administered.

     "Exercise Date" shall mean any date on which the Holder gives the Company a
Notice of Exercise in compliance with the terms of this Agreement.

     "Exercise  Price"  shall  mean the Fixed  Price per share of Common  Stock,
subject to adjustment as provided herein.

     "Expiration Date" shall mean 5:00 p.m. (New York time) on June 30, 2007.

     "Fixed Price" shall mean US $3.50.


     "Per Share Market Value" of the Common Stock means on any  particular  date
(a) the last sale  price of  shares of Common  Stock on such date or, if no such
sale takes  place on such date,  the last sale  price on the most  recent  prior
date, in each case as officially  reported on the principal national  securities
exchange on which the Common Stock is then listed or admitted to trading, or (b)
if the Common  Stock is not then listed or  admitted to trading on any  national
securities  exchange,  the closing bid price per share as reported by Nasdaq, or
(c) if the Common Stock is not then listed or admitted to trading on the Nasdaq,
the closing bid price per share of the Common  Stock on such date as reported on
the OTCBB or if there is no such price on such date,  then the last bid price on
the date nearest  preceding  such date, or (d) if the Common Stock is not quoted
on the OTCBB,  the closing bid price for a share of Common Stock on such date in
the  over-the-counter  market  as  reported  by the  National  Quotation  Bureau
Incorporated (or similar  organization or agency  succeeding to its functions of
reporting prices).

     "SEC" shall mean the United States Securities and Exchange Commission.

     "Warrant  Shares"  shall mean the shares of the Common Stock  issuable upon
exercise of this Warrant.

                       ARTICLE 2. EXERCISE AND AGREEMENTS.

2.1  Exercise of Warrant.  This Warrant shall entitle the Holder to purchase, at
     the Exercise Price, three hundred fifty thousand (350,000) shares of Common
     Stock.  This Warrant shall be exercisable at any time and from time to time
     from the Closing Date to the Expiration Date (the "Exercise Period").  This
     Warrant and the right to purchase Warrant Shares hereunder shall expire and
     become void on the Expiration Date.

2.2  Manner of Exercise.  The Holder may  exercise  this Warrant at any time and
     from time to time during the Exercise Period,  in whole or in part (but not
     in  denominations  of fewer than  10,000  Warrant  Shares,  except  upon an
     exercise of this Warrant with respect to the  remaining  balance of Warrant
     Shares purchasable hereunder at the time of exercise), by delivering to the
     Company (i) a duly executed  Notice of Exercise in  substantially  the form
     attached  as  Appendix  I hereto,  (ii) the  certificate  representing  the
     Warrants,  (iii) a bank  cashier's  or  certified  check for the  aggregate
     Exercise  Price of the  Warrant  Shares  being  purchased,  and (iv) a bank
     cashier's  or  certified  check or wire  transfer of $350 to the  Company's
     attorneys in payment of expenses  incurred in connection  with the exercise
     of this Warrant (the "Expense Payment").

2.3  Termination.  All rights of the Holder in this Warrant,  to the extent they
     have not been exercised, shall terminate on the Expiration Date.

2.4  No Rights Prior to Exercise.  This Warrant  shall not entitle the Holder to
     any voting or other rights as a stockholder of the Company.

2.5  Fractional  Shares. No fractional shares shall be issuable upon exercise of
     this  Warrant,  and the  number of  Warrant  Shares  to be issued  shall be


     rounded up to the nearest whole number.  If, upon exercise of this Warrant,
     the Holder hereof would be entitled to receive any  fractional  share,  the
     Company shall issue to the Holder one  additional  share of Common Stock in
     lieu of such fractional share.

2.6  Adjustments to Exercise Price and Number of Securities.

     (a)  Subdivision  and  Combination.  In case the Company  shall at any time
          subdivide  or combine  the  outstanding  shares of Common  Stock,  the
          Exercise  Price shall  forthwith be  proportionately  decreased in the
          case of subdivision or increased in the case of combination.

     (b)  Adjustment  in  Number of  Securities.  Upon  each  adjustment  of the
          Exercise  Price  pursuant to the  provisions  of this Section 2.6, the
          number of Warrant  Shares  issuable  upon the exercise of each Warrant
          shall be adjusted to the nearest whole number by  multiplying a number
          equal  to the  Exercise  Price  in  effect  immediately  prior to such
          adjustment by the number of Warrant  Shares  issuable upon exercise of
          the Warrants  immediately  prior to such  adjustment  and dividing the
          product so obtained by the adjusted Exercise Price.

     (c)  Merger or  Consolidation.  In case of any consolidation of the Company
          with,  or merger of the Company  with,  or merger of the Company into,
          another  corporation  (other than a consolidation or merger which does
          not result in any reclassification or change of the outstanding Common
          Stock),  the corporation  formed by such consolidation or merger shall
          execute and  deliver to the Holder a  supplemental  warrant  agreement
          providing  that the Holder of each Warrant then  outstanding  or to be
          outstanding  shall have the right thereafter  (until the expiration of
          such Warrant) to receive,  upon exercise of such Warrant, the kind and
          amount of shares of stock and other securities and property (except in
          the event the  property is cash,  then the Holder shall have the right
          to exercise  the Warrant and receive  cash in the same manner as other
          stockholders)  receivable  upon such  consolidation  or  merger,  by a
          holder of the  number of shares  of Common  Stock of the  Company  for
          which such warrant might have been exercised immediately prior to such
          consolidation,  merger,  sale or transfer.  Such supplemental  warrant
          agreement  shall provide for  adjustments  which shall be identical to
          the adjustments  provided in Section 2.6. The foregoing  provisions of
          this paragraph (e) shall similarly apply to successive  consolidations
          or mergers.

     (d)  No Adjustment of Exercise Price in Certain Cases. No adjustment of the
          Exercise  Price  shall be made upon the  exercise  of any  convertible
          securities, options, rights, or warrants outstanding as of the date of
          this Agreement.

     (e)  Dividends and Other Distributions. In the event that the Company shall
          at any time prior to the exercise of all  Warrants  declare a dividend
          (other than a dividend consisting solely of shares of Common Stock) or
          otherwise distribute to its stockholders any assets, property, rights,
          evidences  of  indebtedness,  securities  (other than shares of Common
          Stock),  whether  issued by the  Company or by  another,  or any other
          thing  of  value,  the  Holders  of  the  unexercised  Warrants  shall
          thereafter  be entitled,  in addition to the shares of Common Stock or
          other securities and property receivable upon the exercise thereof, to


          receive,  upon the  exercise  of such  Warrants,  the  same  property,
          assets,  rights,  evidences of  indebtedness,  securities or any other
          thing of value that they would  have been  entitled  to receive at the
          time of such  dividend or  distribution  as if the  Warrants  had been
          exercised  immediately prior to such dividend or distribution.  At the
          time of any such  dividend or  distribution,  the  Company  shall make
          appropriate   reserves  to  ensure  the  timely   performance  of  the
          provisions of this subsection 2.6 (g). Nothing  contained herein shall
          provide for the receipt or accrual by a Holder of cash dividends prior
          to the exercise by such Holder of the Warrants.

                          AND COVENANTS OF THE COMPANY

3.1  Representations  and  Warranties.  In addition to the  representations  and
     warranties  contained  in  Article  3.1 of the  Assignment  Agreement,  the
     Company hereby represents and warrants to the Holder as follows:

     (a)  All shares which may be issued upon the exercise of the purchase right
          represented  by  this  Warrant  shall,  upon  issuance,  (i)  be  duly
          authorized, validly issued, fully-paid and non-assessable,  (iii) free
          and  clear  of  all  liens,   claims  and   encumbrances   except  for
          restrictions  on  transfer  provided  for  herein or under  applicable
          federal  and state  securities  laws,  and (iii) not be subject to any
          pre-emptive rights.

     (b)  The Company is a corporation duly organized and validly existing under
          the laws of the State of Utah, and has the full power and authority to
          issue this Warrant and to comply with the terms hereof. The execution,
          delivery and performance by the Company of its obligations  under this
          Warrant,  including,  without limitation,  the issuance of the Warrant
          Shares upon any exercise of the Warrant,  have been duly authorized by
          all necessary  corporate  action.  This Warrant has been duly executed
          and delivered by the Company and is a valid and binding  obligation of
          the Company,  enforceable in accordance with its terms,  except (i) as
          enforcement  may be  limited  by  applicable  bankruptcy,  insolvency,
          reorganization or similar laws affecting  enforceability of creditors'
          rights  generally  and  (ii)  as the  availability  of the  remedy  of
          specific enforcement,  injunctive relief or other equitable relief may
          be subject to the  discretion of any court before which any proceeding
          therefor may be brought.

     (c)  The  Company  is not  subject  to or  bound  by any  provision  of any
          certificate or articles of incorporation or by-laws, mortgage, deed of
          trust,  lease, note, bond,  indenture,  other instrument or agreement,
          license,  permit,  trust,  custodianship,  other  restriction  or  any
          applicable provision of any law, statute, rule, regulation,  judgment,
          order,  writ,  injunction or decree of any court,  governmental  body,
          administrative agency or arbitrator which could prevent or be violated
          by or under which  there would be a default (or right of  termination)
          as a result of the execution,  delivery and performance by the Company
          of this Warrant.

     (d)  The Company is subject to the reporting  requirements of Section 13 or
          Section  15(d) of the Exchange Act and is current in the filing of all
          reports  required to be filed  thereunder.  The Company is eligible to
          issue the Warrants and the Warrant Shares  pursuant to section 4(2) of
          and Rules 505 and 506 of Regulation D promulgated under the Securities


                            ARTICLE 4. MISCELLANEOUS

4.1  Transfer.  This  Warrant may not be offered,  sold,  transferred,  pledged,
     assigned,  hypothecated  or otherwise  disposed of, in whole or in part, at
     any time, except in compliance with applicable federal and state securities
     laws by the transferor and the transferee  (including,  without limitation,
     the delivery of an  investment  representation  letter and a legal  opinion
     reasonably  satisfactory  to the  Company);  provided  further,  that  this
     Warrant may not be  transferred  or assigned such that either the Holder or
     any transferee will, following such transfer or assignment,  hold a Warrant
     for the right to purchase less than 10,000 Warrant Shares.

4.2  Transfer  Procedure.  Subject to the  provisions of Section 4.1, the Holder
     may  transfer or assign this Warrant by giving the Company  notice  setting
     forth  the  name,  address  and  taxpayer   identification  number  of  the
     transferee or assignee, if applicable (the "Transferee"),  and surrendering
     this Warrant to the Company for  reissuance to the  Transferee  and, in the
     event of a transfer  or  assignment  of this  Warrant in part,  the Holder.
     (Each of the persons or  entities in whose name any such new Warrant  shall
     be issued are herein referred to as a "Holder").

4.3  Loss,  Theft,  Destruction  or  Mutilation.  If this  Warrant  shall become
     mutilated or defaced or be  destroyed,  lost or stolen,  the Company  shall
     execute and deliver a new Warrant in exchange  for and upon  surrender  and
     cancellation  of such  mutilated  or defaced  Warrant or, in lieu of and in
     substitution for such Warrant so destroyed, lost or stolen, upon the Holder
     filing  with  the  Company  an  affidavit  that  such  Warrant  has been so
     mutilated,  defaced,  destroyed, lost or stolen. However, the Company shall
     be  entitled,  as a condition  to the  execution  and  delivery of such new
     Warrant, to demand reasonably acceptable indemnity to it and payment of the
     expenses and charges  incurred in connection  with the delivery of such new
     Warrant. Any Warrant so surrendered to the Company shall be canceled.

4.4  Notices.  All  notices  and other  communications  from the  Company to the
     Holder or vice versa shall be deemed  delivered  and  effective  when given
     personally,  by  facsimile  transmission  with  confirmation  sheet at such
     address and/or  facsimile  number as may have been furnished to the Company
     or the Holder,  as the case may be, in writing by the Company or the Holder
     from time to time.

4.5  Waiver.  This  Warrant  and any term  hereof  may be  changed,  waived,  or
     terminated  only by an  instrument  in writing  signed by the party against
     which  enforcement  of such change,  waiver,  discharge or  termination  is

4.6  Governing  Law.  This  Warrant  shall  be  governed  by  and  construed  in
     accordance with the laws of the State of New York, without giving effect to
     its principles  regarding conflicts of law. Any action to enforce the terms
     of this Warrant shall be exclusively heard in the county, state and federal
     Courts of New York and Country of the United States of America.

4.7  Signature.  In the event that any signature on this Warrant is delivered by
     facsimile  transmission,  such  signature  shall create a valid and binding
     obligation  of the party  executing  (or on whose behalf such  signature is


     executed)  the same,  with the same force and  effect as if such  facsimile
     signature page were an original thereof.

4.8  Legal Fees. In the event any Person  commences a legal action or proceeding
     to enforce its rights under this Warrant,  the non-prevailing party to such
     action or proceeding shall pay all reasonable costs and expenses (including
     reasonable attorney's fees) incurred in enforcing such rights.

Dated:   July 1, 2002


By:  /s/Richard Goldring
     Name:  Richard Goldring
     Title:    President


                                   APPENDIX I

                               NOTICE OF EXERCISE

1.   The undersigned hereby elects (please check the appropriate box and fill in
     the blank spaces):

                  [ ]      to purchase ______ shares of Common Stock, par value
                           $.001 per share, of Scores Holding Company Inc. at
                           $0.01 per share for a total of $______ and pursuant
                           to the terms of the attached Warrant, and tenders
                           herewith payment of the aggregate Exercise Price of
                           such Warrant Shares in full; or

                  [ ]      to purchase _______ shares of Common Stock, par value
                           $.001 per share, of Scores Holding Company Inc.
                           pursuant to the cashless exercise provision under
                           Section 2.2 (b) of the attached Warrant, and tenders
                           herewith the number of Warrant Shares to purchase
                           such Warrant Shares based on the average closing bid
                           price of the Common Stock for the (10) ten Trading
                           Days prior to the date hereof of $____ per share.

2.   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:

Dated:                                      By:  _______________________________

                                            Name: _____________________________

                                            Title:   ___________________________