Series C Warrant Agreement between HoustonStreet Exchange, Inc. and Omega Advisors, Inc. (03/30/2001)

Summary

HoustonStreet Exchange, Inc. grants Omega Advisors, Inc. the right to purchase up to 600,000 shares of Series C Preferred Stock at $0.15 per share, subject to adjustment as outlined in the related Warrant Agreement. The shares and warrant are considered restricted and can only be transferred under certain conditions. The warrant is exercisable according to the terms set forth in the agreement and is subject to all its provisions. The agreement is dated March 30, 2001, and is signed by the company's President and CEO.

EX-10.53 23 b42235bcex10-53.txt OMEGA SERIES C WARRANT 03/30/2001 Exhibit 10.53 HOUSTONSTREET EXCHANGE, INC. SERIES C WARRANT Exercisable and Expires in Right to Purchase 600,000 Accordance with the Agreement shares of Series C Preferred Stock (subject to adjustment) No. W-10 PREAMBLE HOUSTONSTREET EXCHANGE, INC. (the "Company"), a Delaware corporation, hereby certifies that, for value received, Omega Advisors, Inc. ("Holder") is entitled, subject to the terms set forth below, to purchase from the Company fully paid and nonassessable shares of Series C Preferred Stock, $0.01 par value, of the Company, at the purchase price per share (the "Purchase Price") of the $.15 (the "Initial Purchase Price"). The number and character of such shares of Series C Preferred Stock and the Purchase Price are subject to adjustment as provided in Sections 1 and 9 of the Agreement. This Warrant is one of the Series C Stock Purchase Warrants (the "Warrants"), evidencing the right to purchase shares of Series C Preferred Stock of the Company, issued pursuant to the Warrant Agreement dated as of even date herewith among the Company and the other parties to the Agreement, a copy of which is on file at the principal office of the Company. The Warrants evidence rights to purchase an aggregate of 600,000 shares of Series C Preferred Stock of the Company (the "Shares"), subject to adjustment as provided in Sections 1 and 9 of the Agreement (the adjustment pursuant to Section 1 referring solely to additional shares of Series C Preferred Stock as may be requested by the Holder as provided by Section 2 of the Senior Secured Promissory Note issued in favor of the Holder). Capitalized terms used herein but not defined herein shall have the meaning set forth in the Series C Preferred Stock Warrant Agreement of even date herewith. 1. Restricted Shares. The holder of this Certificate by its acceptance covenants and agrees that this Warrant and the Shares are Restricted Shares in accordance with Section 7 of the Agreement, and may only be transferred in accordance with that section. 2. Exercise of Warrant. The holder of this Warrant may exercise it in accordance with paragraphs 1 and 4 of the Agreement. 3. Purchase Price and Shares. The Purchase Price and number of Shares issuable hereunder may be adjusted in accordance with Sections 1 and 9 of the Agreement (the adjustment pursuant to Section 1 referring solely to additional shares of Series C Preferred Stock as may be requested by the Holder as provided by Section 2 of the Senior Secured Promissory Note issued in favor of the Holder). 4. The Agreement. This Warrant is subject to all other terms of the Agreement. Dated: March 30, 2001 HOUSTONSTREET EXCHANGE, INC. (Corporate Seal) By: /s/ Frank W. Getman Jr. ----------------------------------------- Frank W. Getman Jr. Its President & Chief Executive Officer Attest: /s/ Cynthia A. Johnson