Unassociated Document


    COMMON
STOCK WARRANT AND CERTIFICATE

    


    


    NEITHER
THIS WARRANT NOR THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY
STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY
BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED,
SOLD, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES
LAWS.  THE TRANSFER OF THIS WARRANT IS RESTRICTED AS DESCRIBED
HEREIN.

    


     

    BRANDPARTNERS
GROUP, INC.

    Warrant
for the Purchase of Shares of Common Stock

    $0.01 par
value per share

     

    THIS
WARRANT EXPIRES ON May 12, 2011

     

    1,500,000  Warrants

     

    THIS
CERTIFIES that, for value received, Brand Capitalist LLC, with an address at 30
Rockefeller Center, Room 5600 New York, NY  10112(“BC” or “Holder”),
is entitled to subscribe for and purchase from Brand Partners Group, Inc.
(“BPTR” or the “Company”), a Delaware corporation, upon the terms and conditions
set forth herein, at any time or from time to time before 5:00 P.M. New York
time on May 12, 2011, (the “Exercise Period”), one million five hundred thousand
shares of Common Stock (the “Common Stock”), par value $0.01 per share, at
exercise price equal to $0.25 per share subject to adjustment as provided herein
(the “Exercise Price”).  As used herein the term “this Warrant” shall
mean and include this Warrant and any Warrant or Warrants hereafter issued as a
consequence of the exercise or transfer of this Warrant in whole or in
part.

    


    The
number of shares of Common Stock issuable upon exercise of this Warrant (the
“Warrant Shares”) and the Exercise Price may be adjusted from time to time as
hereinafter set forth.

     

    1.           (a)           This
Warrant may be exercised during the Exercise Period, as to the whole number of
Warrant Shares, by the surrender of this Warrant (with the election at the end
hereof duly executed) to the Company at 10 Main Street, Rochester,
NH  03839 Attn:  CFO, or at such other place as is
designated in writing by the Company.  Subject to Section 1(b) hereof,
such executed election must be accompanied by payment in an amount equal to the
Exercise Price multiplied by the number of Warrant Shares for which this Warrant
is being exercised.  Such payment may be made by certified or bank
cashier’s check payable to the order of the Company.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (b)                      Payment
upon exercise of this Warrant may be made at the option of the Holder either in
(i) cash, wire transfer or by certified or official bank check payable to
the order of the Company equal to the applicable aggregate Purchase Price, (ii)
or  by a combination of any of the foregoing methods, for the number of
Common Stock specified in such form (as such exercise number shall be adjusted
to reflect any adjustment in the total number of shares of Common Stock issuable
to the holder per the terms of this Warrant) and the holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully paid
and nonassessable shares of Common Stock determined as provided
herein.

     

    2.           (a)           Upon
each exercise of the Holder’s rights to purchase Warrant Shares, as of the close
of business on the date of such exercise, the Holder shall be deemed to be the
holder of record of the Warrant Shares issuable upon such exercise,
notwithstanding that the transfer books of the Company shall then be closed or
certificates representing such Warrant Shares shall not then have been actually
delivered to the Holder.  As soon as practicable after each such
exercise of this Warrant, the Company shall issue and deliver to the Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or its designee.  If this Warrant
should be exercised in part only, the Company shall, upon surrender of this
Warrant for cancellation, execute and deliver a new Warrant evidencing the right
of the Holder to purchase the balance of the Warrant Shares (or portions
thereof) subject to purchase hereunder.

     

    (b)           The
issuance of certificates for Warrant Shares upon exercise of this Warrant shall
be made without charge to Holder or the purchaser of any issuance tax in respect
thereof or other cost incurred by the Company in connection with such exercise
and the related issuance of Warrant Shares.

     

    (c)           The
Company shall not close its books against the transfer of this Warrant or of any
Warrant Shares issued or issuable upon the exercise of this Warrant in any
manner which interferes with the timely exercise of this Warrant.

     

    (d)           The
Company shall from time to time take all such action as may be necessary to
assure that the par value per share of the unissued Warrant Shares acquirable
upon exercise of this Warrant is at all times equal to or less than the Exercise
Price then in effect.

     

    (e)           The
Company shall assist and cooperate with any reasonable request by the Holder or
any purchaser which is required to make any governmental filings or obtain any
governmental approvals prior to or in connection with any exercise of this
Warrant.

     

    (f)           Notwithstanding
any other provision hereof, if an exercise of any portion of this Warrant is to
be made in connection with a public offering or sale of the Company (pursuant to
a merger, sale of stock or otherwise), such exercise may at the election of the
Holder be conditioned upon the consummation of such transaction, in which case
such exercise shall not be deemed to be effective until immediately prior to
consummation of such transaction.

     

    3.           (a)           Any
Warrants issued upon the transfer or exercise in part of this Warrant shall be
numbered and shall be registered in a Warrant Register as they are
issued.  The Company shall be entitled to treat the registered holder
of any Warrant on the Warrant Register as the owner in fact thereof for all
purposes and shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person, and shall not be
liable for any registration or transfer of this Warrant which is registered or
to be registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual knowledge that a fiduciary or nominee is committing a
breach of trust in requesting such registration or transfer, or with the
knowledge of such facts that its participation therein amounts to bad
faith.  This Warrant shall be transferable on the books of the Company
only upon delivery thereof duly endorsed by the Holder or by its duly authorized
attorney or representative, or accompanied by proper evidence of succession,
assignment or authority to transfer.  In all cases of transfer by an
attorney, executor, administrator, guardian or other legal representative, duly
authenticated evidence of his or its authority shall be
produced.  Upon any registration of transfer, the Company shall
deliver a new Warrant or Warrants to the person entitled
thereto.  This Warrant may be exchanged, at the option of the Holder
thereof, for another Warrant, or other Warrants of different denominations, of
like tenor and representing in the aggregate the right to purchase a like number
of Warrant Shares (or portions thereof), upon surrender to the Company or its
duly authorized agent.  Notwithstanding the foregoing, the Company
shall have no obligation to cause Warrants to be transferred on its books to any
person if, in the reasonable opinion of counsel to the Company, such transfer
does not comply with the provisions of the Act, and the rules and regulations
promulgated thereunder.

     

    
      
        
        

      

      
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    (b)           The
initial Holder acknowledges that it has been advised by the Company that neither
this Warrant nor the Warrant Shares have been registered under the Act, that
this Warrant is being or has been issued and the Warrant Shares may be issued on
the basis of the statutory exemption provided by Section 4(2) of the Act or
Regulation D promulgated thereunder, or both, relating to transactions by an
issuer not involving any public offering.  The initial Holder
acknowledges by the acceptance of this Warrant that (a) it has acquired this
Warrant for investment purposes only and not with a view to distribution in
violation of the Act; (b) by reason of its business or financial experience it
has the capacity to evaluate the merits and risks of an investment in the
Company; and (c) it is an accredited investor as that term is defined in
Regulation D promulgated under the Act.  The initial Holder agrees
that any Warrant Shares will be acquired for investment purposes only and not
with a view to distribution. The initial Holder acknowledges that it has been
informed by its advisors and professionals, or is otherwise familiar with, the
nature of the limitations imposed by the Act and the rules and regulations
thereunder on the transfer of securities.  In particular, the initial
Holder agrees that no sale, assignment or transfer of this Warrant or the
Warrant Shares issuable upon exercise hereof shall be valid or effective, and
the Company shall not be required to give any effect to any such sale,
assignment or transfer, unless (i) the sale, assignment or transfer of this
Warrant or such Warrant Shares is registered under the Act, it being understood
that neither this Warrant nor such Warrant Shares are currently registered for
sale, or (ii) this Warrant or such Warrant Shares are sold, assigned or
transferred in accordance with all the requirements and limitations of Rule 144
promulgated under the Act, it being understood that Rule 144 is not available at
the time of the original issuance of this Warrant for the sale of this Warrant
or such Warrant Shares and that there can be no assurance that Rule 144 sales
will be available at any subsequent time, or (iii) such sale, assignment, or
transfer is otherwise exempt from registration under the Act.

     

    
      
        
        

      

      
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    4.           (a)           The
Company shall at all times reserve and keep available out of its authorized and
unissued Common Stock, solely for the purpose of providing for the exercise of
the rights to purchase all Warrant Shares granted pursuant to this Warrant, such
number of shares of Common Stock as shall, from time to time, be sufficient
therefore.  The Company covenants that all Warrant Shares are validly
authorized and reserved for issuance and, if and when this Warrant is exercised
in whole or in part, and receipt by the Company of the full Exercise Price
therefore, the Warrant Shares will be duly and validly issued, fully paid,
nonassessable, without any personal liability attaching to the ownership
thereof, and will not be issued in violation of any preemptive or other rights
of stockholders.

     

    (b)           The
Company has all requisite corporate power and authority to enter into and
perform its obligations under this Warrant and to issue and deliver the Warrant
to the Holder.  The execution, delivery, and performance by the
Company of its obligations under this Warrant, including the issuance and
delivery of the Warrant to the Holder, have been duly authorized by all
necessary corporate action on the part of the Company.  This Warrant
has been duly executed and delivered by the Company and Holder and is a legal,
valid and binding obligation of the Company and is enforceable against the
Company in accordance with its terms.

     

    5.           (a)           In
case the Company shall at any time after the date this Warrant is first issued
(i) declare a dividend on the outstanding shares of Common Stock of the Company
payable in shares of its Common Stock, (ii) subdivide the outstanding shares of
Common Stock, or (iii) combine the outstanding shares of Common Stock into a
smaller number of shares the Exercise Price, and the number of Warrant Shares
issuable upon exercise of this Warrant, in effect at the time of the record date
for such dividend or of the effective date of such subdivision or combination,
shall be proportionately adjusted so that the Holder after such time shall be
entitled to receive the aggregate number and kind of shares for such
consideration which, if such Warrant had been exercised immediately prior to
such time at the then-current exercise price, such holder would have owned upon
such exercise and been entitled to receive by virtue of such dividend,
subdivision, or combination. Such adjustment shall be made successively whenever
any event listed above shall occur.

     

    (b)           Whenever
there shall be an adjustment as provided in this Section 5, the Company shall
promptly cause written notice thereof to be sent by certified mail, postage
prepaid, to the Holder, at its address as it shall appear in the Warrant
Register, which notice shall be accompanied by an officer’s certificate setting
forth the number of Warrant Shares purchasable upon the exercise of this Warrant
and the Exercise Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment and the computation thereof, which
officer’s certificate shall be conclusive evidence of the correctness of any
such adjustment absent manifest error.

     

    (c)           The
Company shall not be required to issue fractions of shares of Common Stock or
other capital stock of the Company upon the exercise of this
Warrant.  If any fraction of a share would be issuable on the exercise
of this Warrant (or specified portions thereof), the Company shall at its sole
discretion purchase such fraction for an amount in cash equal to the same
fraction of the Fair Market Value of such share of Common Stock on the date of
exercise of this Warrant or round the fractional share up to the next whole
number of shares.

     

    
      
        
        

      

      
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    6.           (a)           In
case of any consolidation or merger of the Company with or into another
corporation (other than a merger or consolidation in which the Company is the
surviving or continuing corporation or in which the shareholders of the Company
prior to such event hold more than 50% of the capital stock of the surviving or
continuing corporation), or in case of any sale, lease, or conveyance to another
corporation of the property and assets of any nature of the Company as an
entirety or substantially as an entirety, such successor, leasing or purchasing
corporation, as the case may be, shall (i) execute with the Holder an agreement
providing that the Holder shall have the right thereafter to receive upon
exercise of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash or any combination thereof receivable upon such
consolidation, merger, sale, lease or conveyance by a holder of the number of
shares of Common Stock  for which this Warrant might have been
exercised immediately prior to such consolidation, merger, sale, lease or
conveyance, and (ii) make effective provisions in its certificate of
incorporation or otherwise, if necessary, to effect such
agreement.  Such agreement shall provide for adjustments which shall
be as nearly equivalent as practicable to the adjustments in Section
5.

     

    (b)           In
case of any reclassification or change of the shares of Common Stock issuable
upon exercise of this Warrant (other than a change in par value or from no par
value to a specified par value, or as a result of a subdivision or combination,
but including any change in the shares into two or more classes or series of
shares), or in case of any consolidation or merger of another corporation into
the Company in which the Company is the surviving or continuing corporation and
in which there is a reclassification or change (including a change to the right
to receive securities of another person, property, cash or any combination
thereof) of the shares of Common Stock (other than a change in par value, or
from no par value to a specified par value, or as a result of a subdivision or
combination, but including any change in the shares into two or more classes or
series of shares), the Holder shall have the right thereafter to receive upon
exercise of this Warrant solely the kind and amount of shares of stock and other
securities, property, cash or any combination thereof receivable upon such
reclassification, change, consolidation or merger by a holder of the number of
shares of Common Stock for which this Warrant might have been exercised
immediately prior to such reclassification, change, consolidation or
merger.  Thereafter, appropriate provision shall be made for
adjustments which shall be as nearly equivalent as practicable to the
adjustments in Section 5.

     

    (c)           The
above provisions of this Section 6 shall similarly apply to successive
reclassifications and changes of shares of Common Stock and to successive
consolidations, mergers, sales, leases or conveyances.

     

    7.           In
case at any time the Company shall propose to:

     

    (a)           pay
any dividend or make any distribution on shares of Common Stock in shares of
Common Stock or equivalents thereto or make any other distribution;
or

     

    (b)           effect
any reclassification or change of outstanding shares of Common Stock, or any
consolidation, merger, sale, lease or conveyance of property, described in
Section 6 hereof; or

     

    (c)           effect
any liquidation, dissolution or winding-up of the Company; or

     

    
      
        
        

      

      
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      (d)          
take any
other action which would cause an adjustment to the Exercise Price;
or

    

    


    (e)           provide
to its shareholders any information which is regularly provided to
shareholders,

    


    then, and
in any one or more of such cases (a) through (e), the Company shall give written
notice thereof, by certified mail, postage prepaid, to the Holder at the
Holder’s address as it shall appear in the Warrant Register, mailed at least
five (5) days prior to (i) the date as of which the holders of record of shares
of Securities to be entitled to receive any such dividend, distribution, rights,
warrants or other securities are to be determined, (ii) the date on which any
such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution or winding-up is expected to become effective, and the date as of
which it is expected that holders of record of shares of Common Stock shall be
entitled to exchange their shares for securities or other property, if any,
deliverable upon such reclassification, change of outstanding shares,
consolidation, merger, sale, lease, conveyance of property, liquidation,
dissolution or winding-up, or (iii) the date of such other action which would
require an adjustment to the Exercise Price.  In the case of
subsection (e) above, written notice to the Holder shall be given by regular
mail, without notice to counsel as set forth in Section 15 below.

    


    8.           The
issuance of any shares or other securities upon the exercise of this Warrant,
and the delivery of certificates or other instruments representing such shares
or other securities, shall be made without charge to the Holder for any tax
(other than taxes based on the net income of the Holder) or other charge in
respect of such issuance.  The Company shall not, however, be required
to pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of any certificate in a name other than that of the Holder
and the Company shall not be required to issue or deliver any such certificate
unless and until the person or persons requesting the issue thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.

    


    9.           The
Holder shall have piggy back registration rights.

    


    10.           Unless
registered pursuant to the provisions of Section 9, the Warrant Shares issued
upon exercise of this Warrant shall be subject to a stop transfer order and the
certificate or certificates evidencing such Warrant Shares shall bear the
following legend:

    


    “THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND
NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED
OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT
THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR
(2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES,
WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE OFFERED, SOLD, ASSIGNED OR TRANSFERRED IN THE MANNER
CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR
APPLICABLE STATE SECURITIES LAWS.”

     

    
      
        
        

      

      
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    11.           Upon
receipt of evidence satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant (and upon surrender of any Warrant if mutilated),
including an affidavit of the Holder that this Warrant has been lost, stolen,
destroyed or mutilated, together with an indemnity against any claim that may be
made against the Company on account of such lost, stolen, destroyed or mutilated
Warrant, and upon reimbursement of the Company’s reasonable incidental expenses,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor, and denomination.

     

    12.           The
Holder of this Warrant shall not have solely on account of such status any
rights of a stockholder of the Company, either at law or in equity, or to any
notice of meetings of stockholders or of any other proceedings of the Company,
except as provided in this Warrant.

     

    13.           This
Warrant shall be construed in accordance with the laws of the State of New York
applicable to contracts made and to be performed entirely within such State,
without regard to principles governing conflict of laws.

     

    14.           The
Company and the Holder irrevocably consents to the jurisdiction of the courts of
the State of New York and of any federal court located in New York in connection
with any action or proceeding arising out of or relating to this Warrant, any
document or instrument delivered pursuant to, in connection with or
simultaneously with this Warrant, or a breach of this Warrant or any such
document or instrument.  In any such action or proceeding, the Company
and the Holder waives personal service of any summons, complaint or other
process and agrees that service thereof may be made in accordance with Section
15 hereof.  Within thirty (30) days after such service, or such other
time as may be mutually agreed upon in writing by the attorneys for the parties
to such action or proceeding, the Company and the Holder shall appear to answer
such summons, complaint or other process.

     

    15.           Any
notice or other communication required or permitted to be given hereunder shall
be in writing and shall be mailed by certified mail, return receipt requested,
or by Federal Express, Express Mail or similar overnight delivery or courier
service or delivered (in person or by telecopy, telex or similar
telecommunications equipment) against receipt to the party to whom it is to be
given, (i) if to the Company, at 10 Main Street, Rochester, NH 03839, (ii) if
to the Holder, at
its address set forth on the first page hereof or (iii) in either case,
to such other address, facsimile number or person’s attention as the party shall
have furnished in writing in accordance with the provisions of this Section
15.  Notice to the estate of any party shall be sufficient if
addressed to the party as provided in this Section 15.  Any notice or
other communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party’s address which
shall be deemed given at the time of receipt thereof.  Any notice
given by other means permitted by this Section 15 shall be deemed given at the
time of receipt thereof.

     

    
      
        
        

      

      
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    16.           No
course of dealing and no delay or omission on the part of the Holder or the
Company in exercising any right or remedy shall operate as a waiver thereof or
otherwise prejudice the Holder’s or the Company’s rights, powers or
remedies.  No right, power or remedy conferred by this Warrant upon
the Holder or the Company shall be exclusive of any other right, power or remedy
referred to herein or now or hereafter available at law, in equity, by statute
or otherwise, and all such remedies may be exercised singly or
concurrently.

     

    17.           This
Warrant may be amended only by a written instrument executed by the Company and
the Holder hereof.  Any amendment shall be endorsed upon this Warrant,
and all future Holders shall be bound thereby.

     

    IN WITNESS WHEREOF, the Company has
delivered this Common Stock Warrant on the date set forth below.

     

    Dated as
of February  , 2009

    
      
        	 	 	 
	 	BRANDPARTNERS GROUP,
      INC.	 
	 	 	 	 
	
                 

              	
                By: 

              	/s/ James F.
Brooks	 
	 	 	JAMES F. BROOKS, President and
      Chief Executive Officer	 
	 	 	 	 
	 	 	 	 


      

    

    


    Agreed
to:

    


    
      	 	 
	
              Holder:
      

            	
              /s/
      Markus Deutsch

            
	 	Markus
      Deutsch, Partner 

              Brand
      Capitalist, LLC

            


    

                 

    
      
        
        

      

      
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    FORM
OF ASSIGNMENT

     

    (To be
executed by the registered holder if such holder desires to transfer the
attached Warrant.)

     

    FOR VALUE
RECEIVED, _____________________ hereby sells, assigns, and transfers unto
_________________ a Warrant to purchase ___________ shares of Common Stock,
$0.01 par value per share, of BrandPartners Group, Inc. (the “Company”),
together with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ____________ ___________________ attorney to transfer
such Warrant on the books of the Company, with full power of
substitution.

    Dated:
_________________

    
      
        	 	 
	 	
                Signature____________________

              
	 	 
      
	 	
                (Signature
      Guarantee)

              


      

    

     

    


    NOTICE

    


    The
signature on the foregoing Assignment must correspond to the name as written
upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.

    


    
      
        
        

      

      
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    To:          BrandPartners
Group, Inc.

    10 Main Street

    Rochester, NH 03839

    


    FORM
OF ELECTION TO EXERCISE

    


    The
undersigned, pursuant to the provisions set forth in the attached Warrant
(No.____), hereby irrevocably elects to purchase (check applicable
box):

     

    ___           ________
shares of the Common Stock covered by such Warrant; or

    ___           the
maximum number of shares of Common Stock covered by such Warrant pursuant to the
exercise procedure set forth in Section 1.

     

    The
undersigned herewith makes payment of the full purchase price for such shares at
the price per share provided for in such Warrant, which is
$___________.  Such payment takes the form of (check applicable box or
boxes):

     

    ___           $__________
in lawful money of the United States.

     

    The
undersigned requests that the certificates for such shares be issued in the name
of, and delivered to _____________________________________________________ whose
address is ________________________________________________ .

     

    The
undersigned represents and warrants that all offers and sales by the undersigned
of the securities issuable upon exercise of the within Warrant shall be made
pursuant to registration of the Common Stock under the Securities Act of 1933,
as amended (the "Securities Act"), or pursuant to an exemption from registration
under the Securities Act.

     

    
      	 	 
	
              Dated:___________________

            	
               

              ______________________________________________

              (Signature
      must conform to name of holder as specified on the face of the
      Warrant)

              
                ______________________________________________

                
                  ______________________________________________

                

              

              (Address)

            


    

     

    


    
      
        
        

      

      
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