exv10w23w23



 






Exhibit 10.23.23









INYX, INC.

a Nevada Corporation




STOCK PURCHASE WARRANT

To Purchase 300,000 Shares of Common Stock

Par Value $0.001 per share

November 19, 2004




THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN ACQUIRED FOR
INVESTMENT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD, TRANSFERRED OR ASSIGNED UNLESS AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY SHALL HAVE
BEEN RECEIVED BY THE COMPANY TO THE EFFECT THAT SUCH SALE, TRANSFER OR ASSIGNMENT WILL NOT BE IN
VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER, OR
APPLICABLE STATE SECURITIES LAWS.




     1. Basic Terms. This certifies that, for value received, Viktoria Benkovitch, of the City of
Key Biscayne, of the State of Florida (the “Holder”) is entitled, subject to the terms and
conditions of this Warrant, until the expiration date, to purchase a maximum of 300,000 whole
shares of Common Stock, par value $0.001 per share (the “Common Stock”), of Inyx, Inc., a Nevada
corporation (the “Company”) from the Company at a purchase price of $0.95 per share (the “Purchase
Price”), on delivery of this Warrant to the Company with Form of Election to Purchase in the form
of Exhibit A duly executed and payment of the Purchase Price (in cash, by cashier’s check
payable to the order of the Company, or in shares of the Company’s Common Stock at their then Stock
Price as defined below) for each share purchased. This Warrant shall be exercisable at any time,
in whole or in part, from the date hereof until 5:00 p.m. Miami Time on November 19, 2009.



     2. Company’s Covenants as to Common Stock. Shares deliverable on the exercise of this Warrant
shall, at delivery, be fully paid and non-assessable, and free from taxes, liens and charges with
respect to their purchase. The Company shall take any necessary steps to assure that the par value
per share of the Common Stock is at all times equal to or less than the then current Purchase Price
per share of the Common Stock issuable pursuant to this Warrant. The Company shall at all times
reserve and hold available sufficient shares of Common Stock to satisfy all conversion and purchase
rights of outstanding convertible securities, options and warrants.



     3. Method of Exercise; Fractional Shares. The purchase rights represented by this Warrant are
exercisable at the option of the Holder in whole or in part, from time to time, within the period
above specified; provided, however, that purchase rights are not exercisable with respect to a
fraction of a share of Common Stock. In lieu of issuing a fraction of a share remaining after
exercise of this Warrant as to all full shares covered hereby, the Company shall either (1) pay
therefor cash equal to the same fraction of the then current Warrant purchase price



 









 





per share or, at its option, (2) issue scrip for the fraction, in registered or bearer form
approved by the Board of Directors of the Company, which shall entitle the Holder to receive a
certificate for a full share of Common Stock on surrender of scrip aggregating a full share. Scrip
may become void after a reasonable period (but not less than six months after the expiration date
of this Warrant) determined by the Board of Directors and specified in the scrip. In case of the
exercise of this Warrant for less than all the shares purchasable, the Company shall cancel the
Warrant and execute and deliver a new Warrant of like tenor and date for the balance of the shares
purchasable. Upon the date of receipt by the Company of an exercise of the Warrant (“Exercise
Date”), the Warrant shall be deemed to have been exercised as to the number of shares so purchased,
and the person so exercising the Warrant shall become a holder of record of shares of Common Stock
on the Exercise Date.




     4. Adjustments of Shares and Purchase Price. The initial number of shares of Common Stock
purchasable upon exercise of this Warrant and the Purchase Price shall be subject to adjustment
from time to time after the date hereof as follows:




     A. Recapitalization or Reclassification of Common Stock. In case the Company shall at
any time prior to the exercise or termination of this Warrant effect a recapitalization or
reclassification of such character that its Common Stock shall be changed into or become
exchangeable for a larger or smaller number of shares, then, upon the effective date
thereof, the number of shares of Common Stock that the Holder of this Warrant shall be
entitled to purchase upon exercise hereof shall be increased or decreased, as the case may
be, in direct proportion to the increase or decrease in such number of shares of Common
Stock by reason of such recapitalization or reclassification, and the Exercise Price of such
recapitalized or reclassified Common Stock shall, in the case of an increase in the number
of shares, be proportionately decreased and, in the case of a decrease in the number of shares, be proportionately increased.




     B. Consolidation, Merger or Sale. In case the Company shall at any time prior to the
exercise of this Warrant, or the expiration of the Exercise Period, whichever first occurs,
consolidate or merge with any other corporation (unless the Company shall be the surviving
entity) or transfer all or substantially all of its assets to any other corporation
preparatory to a dissolution, then the Company shall, as a condition precedent to such
transaction, cause effective provision to be made so that the Holder of this Warrant, upon
the exercise thereof after the effective date of such transaction, shall be entitled to
receive the kind and amount of shares, evidences of indebtedness, and/or other property
receivable on such transaction by a holder of the number of shares of Common Stock as to
which the Warrant was exercisable immediately prior to such transaction (without giving
effect to any restriction upon such exercise); and, in any such case, appropriate provision
shall be made with respect to the rights and interests of the Holder hereof to the effect
that the provisions of this Warrant shall thereafter be applicable (as nearly as may be
practicable) with respect to any shares, evidences of indebtedness, or other securities or
assets thereafter deliverable upon exercise of this Warrant.




     C. Notice of Adjustment. Whenever the number of shares of Common Stock purchasable
upon exercise of this Warrant shall be adjusted as provided herein, the Company shall file
with its corporate records a certificate of its Chief Financial Officer



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setting forth the computation and the adjusted number of shares of Common Stock
purchasable hereunder resulting from such adjustments, and a copy of such certificate shall
be mailed to the Holder. Any such certificate or letter shall be conclusive evidence as to
the correctness of the adjustment or adjustments referred to therein and shall be available
for inspection by the holders of the Warrants on any day during normal business hours.



     5. Limited Rights of Holder. This Warrant does not entitle the Holder to any voting rights or
other rights as a shareholder of the Company, or to any other rights whatsoever except the rights
herein expressed. No dividends are payable or will accrue on this Warrant or the shares
purchasable hereunder until, and except to the extent that, this Warrant is exercised.



     6. Exchange for Other Denominations. This Warrant is exchangeable, on its surrender by the
registered owner to the Company, for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of shares purchasable hereunder in denominations
designated by the registered owner at the time of surrender.



     7. Transfer. Holder acknowledges that this Warrant and the shares of Common Stock or other
securities into which this Warrant is exercisable have not been registered under the Securities Act
of 1933, or any state securities laws, but have been and will be issued pursuant to exemptions
therefrom. Accordingly, Holder acknowledges and agrees that this Warrant and the securities
acquired by it upon exercise hereof may be transferred or assigned to another party only in
accordance with a valid registration statement or an exemption from registration under the
Securities Act and any applicable state securities laws.



          Subject to applicable securities laws, this Warrant and all rights hereunder are transferable
by the Holder hereof in person or by duly authorized attorney on the books of the Company upon
surrender of this Warrant at the principal offices of the Company, together with the Form of
Assignment attached hereto as Exhibit B duly executed. Absent any such transfer, the
Company may deem and treat the registered Holder of this Warrant at any time as the absolute owner
hereof for all purposes and shall not be affected by any notice to the contrary.




     8. Recognition of Registered Owner. Prior to due presentment for registration of transfer of
this Warrant, the Company may treat the registered owner as the person exclusively entitled to
receive notices and otherwise to exercise rights hereunder.



     9. Notice and Effect of Dissolution, etc. In case of a voluntary or involuntary dissolution,
liquidation, or winding up of the Company (other than in connection with the consolidation or
merger covered by Section 5 above) is at any time proposed, the Company shall give at least thirty
(30) days’ prior written notice to the Holder. Such notice shall contain: (1) the date on which
the transaction is to take place; (2) the record date (which shall be at least thirty (30) days
after the giving of the notice) as of which holders of Common Shares will be entitled to receive
distributions as a result of the transaction; (3) a brief description of the transaction; (4) a
brief description to be made to the holders of Common Shares as a result of the transaction; and
(5) an estimate of the fair value of the distributions. On the date of the transaction, it if
actually occurs, this Warrant and all rights hereunder shall terminate.



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     10. Method of Giving Notice; Extent Required. Notices shall be given by first class mail,
postage prepaid, addressed to the Holder at the address of the owner appearing in the records of
the Company or to the Company at its principal office, or at such other addresses as to which
either the Holder or the Company gives the other written notice as provided herein.



     11. Entire Agreement. This Warrant, including the exhibits and documents referred to herein
which are a part hereof, contain the entire understanding of the parties hereto with respect to the
subject matter and may be amended only by a written instrument executed by the parties hereto or
their successors or assigns. Any paragraph headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning of interpretation of this Warrant.



     12. Governing Law. This Warrant is governed by, interpreted under and construed in all
respects in accordance with the substantive laws of the State of Nevada without regard to the
conflicts of law provision thereof, and irrespective of the place of domicile or resident of the
party. In the event of a controversy arising out of the interpretation, construction, performance
or breach of this Warrant, the parties hereby agree and consent to the jurisdiction and venue of
the Courts of the State of Nevada, or the United States District Court for the District of Nevada,
and further agree and consent that all personal service of process in any such action or preceding
outside the State of Nevada shall be tantamount to service in person in Nevada.



[Signature Page Follows]




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     Witness the seal of the Company and the signatures of its authorized officers.



	 	 	 	 	 	 	 
	 	 	INYX, INC.	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Rima Goldshmidt	 	 
	

	 	 	 	 	 	 
	 	 	Rima Goldshmidt, Vice President and Secretary	 	 






 









 






EXHIBIT A




FORM OF ELECTION TO PURCHASE




     (To be Executed by the Holder if He Desires to Exercise Warrants Evidenced by the Within
Warrant Certificate)



To INYX, INC.:




     The undersigned hereby irrevocably elects to exercise Warrants evidenced by the within Warrant
Certificate for, and to purchase thereunder, ___full Shares of Inyx, Inc.,
Common Stock issuable upon exercise of said Warrants and delivery of $0.95 for each share
purchased.



	 	 	 	 	 
	 	 	(name of holder)
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	 






TAXPAYER IDENTIFICATION NUMBER:________________




     If said number of Warrants shall not be all the Warrants evidenced by the within Warrant
Certificate, the undersigned requests that a new Warrant Certificate evidencing the Warrants not so
exercised be issued in the name of and delivered to



	 	 	 	 	 
	 	 	 
	

	 	(Please Print Name and Address)	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 





Dated:________________, 20__




Signature:________________





 









 








EXHIBIT B




FORM OF ASSIGNMENT




     (To be executed by the registered holder if he desires to assign warrants evidenced by the
within warrant certificate. Any such assignment is subject to certain restrictions contained in
the Warrant Certificate.)



     FOR VALUE RECEIVED ___hereby sells, assigns and
transfers unto ___Warrants to purchase ___shares of Common Stock, par
value $0.001 per share, of Inyx, Inc., evidenced by the within Warrant Certificate, and does hereby
irrevocably constitute and appoint the Secretary of Inyx, Inc. as its attorney to transfer the said
Warrants evidenced by the within Warrant Certificate on the books of the Company, with full power
of substitution.



Dated: ____________________, 20__.




_________________________________________