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EXHIBIT 10.5
WARRANT ASSIGNMENT AGREEMENT
This Warrant Assignment Agreement (this
“ Assignment ”) is made and
entered into as of the ___ day of September 2008 (the
“ Effective Date ”), by and between
________________ (the “ Assignor ”) and
_______________ (the “ Assignee ”).
RECITALS : WHEREAS, the Assignor is
the owner of certain warrants (the “ Warrants
” ) to purchase shares of common stock, par value $0.001
per share (the “Stock” ), issued by
Purple Beverage Company, Inc., a Nevada corporation ( “
Company ” ) as set forth on Exhibit A
annexed hereto, at an initial exercise price of $2.00 per share,
issued in connection with Assignor’s purchase of Common Stock
and Warrants during December 2007 pursuant to a Subscription
Agreement by and between Assignor and Company (the
“Subscription Agreement ”);
WHEREAS, Company has registered for resale 3,681,650 shares of
Stock underlying the Warrants under the Securities Act of 1933, as
amended, and Assignee desires to acquire up to such number of
registered shares in one or more closings;
WHEREAS, the Company has amended the Warrants to (i) reduce the
exercise price of all unexercised Warrants to $0.40 per share, (ii)
grant to the Assignor of the Warrants, newly-issued restricted
shares of the Company’s Stock in an amount equal to 15% of
the amount of Stock into which each unexercised Warrant is
currently exercisable, (iii) permit the transfer and assignment of
registered Warrants with the reduced exercise price of $0.40 per
share, and (iv) and has consented to the other transactions
contemplated hereby, subject to the terms and conditions
hereof;
WHEREAS, the Assignor acknowledges and agrees that it is in
Assignor’s interest that the Company seek to obtain financing
from the exercise of the Warrants and that Assignor has been
offered the opportunity to exercise the Warrants owned by Assignor
and determined to effectuate this transfer and assignment and that
the exercise of Warrants provides a benefit to Assignor by
providing additional capital to the Company, and that such is
additional consideration for the assignment, and therefore Assignor
has elected to and desires to sell, transfer, assign and convey the
Warrants to the Assignee and Assignee desires to exercise such
Warrants for cash contemporaneously or following such
assignment.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties to
this Assignment hereby agree as follows:
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1.
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Assignment of Interest . In consideration of the payment
of the Assignment Price to Assignor, Assignor hereby sells,
transfers, assigns and conveys to the Assignee, as of the Effective
Date, all of Assignor’s right, title and interest in and to
the Warrants, free and clear of all liens, encumbrances, security
interests, claims or options and hereby irrevocably constitutes and
appoints the officers of the Company as Assignor’s
attorney-in-fact to transfer the Warrants as well as underlying
Stock upon exercise of the Warrants on the books
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and transfer records of the Company. Assignor and Assignee agree
that neither party is making any representation or warranty to the
other, except as expressly set forth in this Agreement.
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2.
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Acceptance . The Assignee hereby accepts the assignment
of the Warrants and expressly assumes and promises to perfo
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