Exhibit
10.22
WARRANT PURCHASE
AGREEMENT
THIS WARRANT PURCHASE
AGREEMENT (hereinafter referred to as the
“Agreement” ), is entered into as of this June
17, 2009, by and between ONE Holdings, Corp. (formally known as
Contracted Services, Inc.), a Florida corporation (the “
InvestCo ”) and H.A.S. Properties Trust dated August 1, 2008
(the “
Warrant Holder ”).
W I T N E S S E T
H
WHEREAS the Warrant
Holder owns a warrant (“ GP
Warrant ”) to purchase an aggregate of 281,173
shares of Common Stock of Green Planet Bioengineering Co., Ltd., a
Delaware corporation (the “ Company ”)
and the Warrant Holder desires to sell, transfer and assign the GP
Warrant to InvestCo upon the terms and conditions set forth in this
Agreement..
NOW
THEREFORE ,
in consideration of the premises and the mutual covenants contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
ARTICLE
I
PURCHASE OF GP COMMON
STOCK
1.1
The
Purchase .
The Warrant Holder hereby agrees to sell transfer and
assign to InvestCo and InvestCo hereby agrees to acquire from the
Warrant Holder the GP Warrant in consideration for the issuance by
of InvestCo to Warrant Holder of a warrant (the “ ONE
Warrant ”) to purchase 324,316 shares of InvestCo
common stock (the “ InvestCo Stock ”). A
copy of the ONE Warrant is attached hereto as Exhibit
1.
1.2
The Warrant Holder
hereby agrees that in the event the Company’s EBITDA for
fiscal year 2009 is less than the Company’s EBITDA for fiscal
2008, the number of shares of InvestCo Stock issuable to the
Warrant Holder upon the exercise of the ONE Warrant under Section
1.1 above shall be reduced (the “ Adjustment
”) by the number obtained in the following formula: (i)
number of shares of InvestCo Stock initially issuable under the ONE
Warrant according to Section 1.1 less (ii) the product of the 2009
EBITDA multiplied by the number of shares of InvestCo Stock
initially issuable under the ONE Warrant divided by 2008 EBITDA
(“ Adjustment Shares ”).
1.3
Subject to the
provisions of Section 1.2 and subject to the Warrant Holder’s
compliance with applicable securities laws, after the applicable
holding period, the Warrant Holder shall be entitled to sell the
shares of InvestCo Stock issuable upon the exercise of the ONE
Warrant in the public market as set forth in this Section 1.3.
Except as otherwise expressly provided herein and subject to
the resale requirements of Rule 144 promulgated under the
Securities Act of 1933, as amended, or any other rule or agreement
that otherwise restricts the Warrant Holder from selling the
InvestCo Stock, the Warrant Holder agrees that it may only sell the
InvestCo Stock subject to the following conditions commencing from
the date of this Agreement until 3 years thereafter (the “
Lock Up/Leak Out Period ”) as follows:
(i)
if on any day the
Warrant Holder desires to sell any of the InvestCo Stock, the
Warrant Holder will not sell more than 10% of the
average daily volume of trading in the
Investco Stock for the ten (10) consecutive trading days
immediately preceding any such trading day;
Page 1 of 8
(ii)
the Warrant Holder will
only sell the InvestCo Stock at the "offer" or "ask" price stated
by the relevant market maker and the Warrant Holder agrees that it
will not sell InvestCo Stock at the "bid" price.
(iii)
the Warrant Holder
agrees that it will not engage in any short selling of the InvestCo
Stock during the Lock-Up/Leak Out Period.
(iv)
the Warrant Holder
agrees that it will comply with all obligations and requirements
under applicable “insider” trading rules;
(v)
Except as set forth in
this Section 1.3, the Warrant Holder agrees that it will not
transfer, pledge, or hypothecate the InvestCo Stock without the
prior written consent of InvestCo;
Notwithstanding anything
contained in this Agreement, the Warrant Holder may transfer any or
all of the ONE Warrant or its InvestCo Stock as bona fide gifts or
transfers to any beneficiary of the Warrant Holder; provided that
it shall be a condition to any such gift or transfer that (i) the
transferee/donee agrees, in writing, to be bound by the terms of
this Agreement to the same extent as if the transferee/donee were a
party hereto; and (ii) the Warrant Holder provides written notice
to InvestCo prior to such gift or transfer.
1.4
Piggy-Back
Registration .
(i)
If, at any time prior to
December 31, 2010, InvestCo proposes to file a registration
statement under the Securities Act with respect to an offering by
InvestCo or any other party of InvestCo Stock (other than a
registration statement on Form S-4 or S-8 or any successor form or
a registration statement filed solely in connection with an
exchange offer, a business combination transaction or an offering
of securities solely to the existing stockholders or employees of
InvestCo), then InvestCo, on each such occasion, shall give written
notice (each, a " Piggy-Back Notice ") of such
proposed filing to the Warrant Holder at least fifteen days before
the anticipated filing date of such registration statement, and
such Piggy-Back Notice also shall be required to offer to the
Warrant Holder the opportunity to register such aggregate number of
shares of InvestCo Stock as the Warrant Holder may request, subject
to the terms hereof. The Warrant Holder shall have the right,
exercisable for the five days immediately following the giving of
the Piggy-Back Notice, to request, by written notice (each, a "
Warrant Holder Notice ") to InvestCo, the inclusion
of all or any portion of the shares of InvestCo Stock owned by the
Warrant Holder in such registration statement. InvestCo shall
use reasonable efforts to cause the managing underwriter(s) of a
proposed underwritten offering to permit the inclusion of the
Warrant Holder’s InvestCo shares which were the subject of
the Warrant Holder Notice in such underwritten offering on the same
terms and conditions as any similar securities of InvestCo included
therein. Notwithstanding anything to the contrary contained
in this Section 1.5, if the managing underwriter(s) of such
underwritten offering or any proposed underwritten offering
delivers a written opinion to the Warrant Holder that the total
amount and kind of securities which they, InvestCo and any other
person intend to include in such offering is such as to materially
and adversely affect the success of such offering, then the amount
of securities to be offered for the account of the Warrant Holder
and persons other than InvestCo shall be eliminated or reduced pro
rata (based on the amount of securities owned by the Warrant Holder
and other persons which carry registration rights) to the extent
necessary to reduce the total amount of securities to be included
in such offering to the amount recommended by such managing
underwriter(s) in its written opinion.
Page 2 of 8
(ii)
Piggy-Back
Registration; Expenses . The obligations of InvestCo
under this Section 1.4 shall be one time only. Subject to the
provisions of Section 1.4 hereof, InvestCo will pay all
Registration Expenses in connection with any registration of the
shares of InvestCo Stock owned by the Warrant Holder pursuant to
this Section 1.5(ii), but InvestCo shall not be responsible for the
payment of any underwriter's discount, commission or selling
concession in connection therewith.
(iii)
Withdrawal or
Suspension of Registration Statement . Notwithstanding anything
contained to the contrary in this Section 1.4, InvestCo shall have
the absolute right, whether before or after the giving of a
Piggy-Back Notice or receiving the Warrant Holder Notice, to
determine not to file a registration statement in which the Warrant
Holder shall have the right to include their shares of InvestCo
Stock pursuant to this Section 1.4, to withdraw such registration
statement or to delay or suspend pursuing the effectiveness of such
registration statement.
(iv)
Obligations of
Warrant Holder . In connection with any
registration of InvestCo Stock owned by the Warrant Holder,
pursuant to this Section 1.4, InvestCo may require the Warrant
Holder provide to InvestCo such information regarding the
distribution of such shares as InvestCo may from time to time
reasonably request in writing.
15.
Legends
. The Warrant
Holder understand that until such time as the resale of such shares
have been registered under the 1933 Act as contemplated hereunder
the certificates representing the ONE Warrant and/or the shares of
InvestCo Stock and, shall bear any legend as required by the "blue
sky" laws of any state and a restrictive legend in substantially
the following form (and a stop-transfer order may be placed against
tran
