REDEEMABLE WARRANT To Purchase 350,000 Shares of the Common Stock of SMARTVIDEO TECHNOLOGIES, INC.
NEITHER
THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT")
OR
ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM
THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES
LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY
BE
SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.
REDEEMABLE
WARRANT
To
Purchase 350,000 Shares of the Common Stock
of
SMARTVIDEO
TECHNOLOGIES, INC.
THIS
CERTIFIES that, for value received, Xxxx Financial Consulting Services, Attn:
Xxxx Xxxxxxx (the "Holder"), is entitled, upon the terms and subject to the
conditions hereinafter set forth, at any time on or after the date hereof
(the
"Exercise Date") and on or prior to the close of business on the date which
is
five years after the date hereof (the "Termination Date"), to subscribe for
and
purchase from SmartVideo Technologies, Inc. (the "Company"), up to 350,000
(Three Hundred Fifty Thousand) shares (the "Warrant Shares")
of common stock, par value $.001 per share (the "Common Stock") of the Company.
The purchase price
of
one share of Common Stock (the "Exercise Price") under this Warrant shall
be
$2.10. The Exercise Price
and
the number of shares for which the Warrant is exercisable shall be subject
to
adjustment as provided
herein.
| 1. |
Title
to Warrant.
Prior
to the Termination Date and subject to compliance with applicable
laws and
the
terms of this Warrant, this Warrant and all rights hereunder
are
transferable, in whole or in part, at the
office or agency of the Company by the holder hereof in person
or by duly
authorized attorney, upon
surrender of this Warrant together with the Assignment Form
annexed hereto
properly endorsed.
|
| 2. |
Authorization
of Shares.
The
Company covenants that all shares of Common Stock which may
be
issued
upon the exercise of rights represented by this Warrant will,
upon
exercise of the rights represented
by this Warrant, be duly authorized, validly issued, fully
paid
and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof
(other than
taxes in respect of any transfer
occurring contemporaneously with such
issue).
|
| 3. |
Exercise
of
Warrant.
Except
as provided in Section 4 herein, exercise of the purchase rights
represented
by this Warrant may be made at any time or times on or after
the Exercise
Date and before
the close of business on the Termination Date by the surrender
of this
Warrant and the Notice of
Exercise Form annexed hereto duly executed, at the office of
the Company
(or such other office or agency
of the Company as it may designate by notice in writing to
the registered
holder hereof at the address
of such holder appearing on the books of the Company) and upon
payment of
the Exercise Price
of the shares thereby purchased by wire transfer or cashier's
check drawn
on a United States purchased.
Certificates for shares purchased hereunder shall be delivered
to the
holder hereof within twenty
(20) business days after the date on which this Warrant shall
have been
exercised as aforesaid. This
Warrant shall be deemed to have been exercised and such certificate
or
certificates shall be deemed
to have been issued, and the Holder or any other person so
designated to
be named therein shall
be deemed to have become a holder of record of such shares
for all
purposes, as of the date the Holder
faxes a Notice of Exercise to the Company, provided that such
fax notice
is followed by delivery
of the original notice and payment to the Company of the Exercise
Price
and all taxes required
to be paid by the Holder, if any, pursuant to Section 6 prior
to the
issuance of such shares, have been paid within three (3) business
days of
such fax notice. If this Warrant shall have been exercised
in part, the Company shall, at the time of delivery of the
certificate or
certificates representing
Warrant Shares, deliver to the Holder a new Warrant evidencing
the rights
of Holder to purchase
the unpurchased shares of Common Stock called for by this Warrant,
which
new Warrant shall
in all other respects be identical with this
Warrant.
|
| 4. |
Redemption
of Warrants.
|
| (a) |
Procedures.
Commencing
at the close of business on the Company may, subject to the conditions
set forth herein, redeem all, but not less than all, of this Warrant
at a
redemption price of
$.10 for each Warrant Share the Holder is entitled to purchase
hereunder
upon not less than thirty (30) days prior written notice (the "Redemption
Notice") to the Holder, provided that the average
closing price of the Common Stock for the twenty (20) consecutive
trading
days ending three (3) days prior to the date of the Redemption
Notice is
at least $5.00, subject to adjustment for stock dividends, stock
splits
and other anti-dilution provisions as provided for in Section 12
of
this Warrant. For purposes of this Section 4, "closing price" at
any date
shall be deemed to be:
(i) the last sale price regular way as reported on the principal
national
securities exchange on which
the Common Stock is listed or admitted to trading, or (ii) if the
Common
Stock is not listed
or admitted to trading on any national securities exchange, the
average of
the closing bid and
asked prices regular way for the Common Stock as reported by the
Nasdaq
National Market or
Nasdaq SmallCap Market of the Nasdaq Stock Market, Inc. ("Nasdaq")
or
(iii) if the Common Stock
is not listed or admitted for trading on any national securities
exchange,
and is not reported by
Nasdaq, the average of the closing bid and asked prices, as reported
on
the OTC Bulletin Board
or if no such quotation is available, then the closing bid and
asked
prices in the over-the-counter
market as furnished by the National Quotation Bureau, Inc., or
if no such
quotation is available,
the fair market value of the Common Stock as determined in good
faith by
the Board of
Directors of the Company. The Redemption Notice shall be deemed
effective
upon mailing and
the time of mailing is the "Effective Date of the Notice." The
Redemption
Notice shall state the
redemption date not less than thirty (30) days from the Effective
Date of
the Notice (the "Redemption
Date"). No Redemption Notice shall be mailed unless all funds necessary
to
pay for redemption of this Warrant shall have first been set aside
by the
Company so as to be and continue
to be available therefor. The redemption price to be paid to the
Holder
will be $.10 for each
Warrant Share to which the Holder would then be entitled upon exercise
of
this Warrant being redeemed, as adjusted from time to time as provided
herein (the "Redemption Price"). In the event the number of shares
of
Common Stock issuable upon exercise of this Warrant being redeemed
are adjusted pursuant to Section 12 hereof, then upon each such
adjustment
the Redemption
Price will be adjusted by multiplying the Redemption Price in effect
immediately prior
to such adjustment by a fraction, the numerator of which is the
number of
shares of Common
Stock issuable upon exercise of this Warrant being redeemed immediately
prior to such
adjustment and the denominator of which is the number of shares
of Common
Stock issuable
upon exercise of this Warrant being redeemed immediately after
such
adjustment. The Holder may exercise this Warrant between the Effective
Date of the Notice and the Redemption Date,
such exercise being effective if done in accordance with Section
3 hereof,
and if this Warrant,
with the form of election to purchase duly executed, and the Exercise
Price are actually received
by the Company at its office located at 0000 Xxxxx Xxxxxxxxx, Xxxxx
000,
Xxxxxx, XX 00000,
no later than 5:00 PM Atlanta, Georgia time on the Redemption
Date.
|
Page
2
| (b) |
Return
of Warrant. If
Holder does not wish to exercise this Warrant, the Holder should
mail
this
Warrant to the Company at its office located at 0000 Xxxxx Xxxxxxxxx,
Xxxxx 000, Xxxxxx, XX 00000 after receiving the Redemption Notice
required
by this Section. If the Redemption Notice shall have been so mailed,
and
if on or before the Effective Date of the Notice all funds necessary
to pay for redemption of this Warrant shall have been set aside
by the
Company for the
benefit of the Holder so as to be and continue to be available
therefor,
then, on and after such Redemption
Date, notwithstanding that this Warrant subject to redemption shall
not
have been surrendered
for redemption, the obligation evidenced by this Warrant not so
surrendered for redemption
or effectively exercised shall be deemed no longer outstanding,
and all
rights with respect
hereto shall forthwith cease and terminate, except only the right
of the
Holder to receive the Redemption Price for each share of Common
Stock to
which the Holder would be entitled if the Holder exercised this
Warrant
upon receiving the Redemption Notice of this
Warrant.
|
|
5.
|
No
Fractional Shares or Scrip.
No fractional shares or scrip representing fractional shares shall
be
issued
upon the exercise of this Warrant. As to any fraction of a share
which
Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay
a cash
adjustment in respect of such
final fraction in an amount equal to the Exercise
Price.
|
|
6.
|
Charges,
Taxes and
Expenses.
Issuance of certificates for shares of Common Stock upon the exercise
of this Warrant shall be made without charge to the holder hereof
for any
issue or Federal or State
transfer tax or other incidental expense in respect of the issuance
of
such certificate, all of which taxes
and expenses shall be paid by the Company, and such certificates
shall be
issued in the name of the
holder of this Warrant or in such name or names as may be directed
by the
holder of this Warrant; provided,
however, that in the event certificates for shares of Common Stock are to
be issued in a name
other than the name of the holder of this Warrant, this Warrant
when
surrendered for exercise shall be accompanied by the Assignment
Form
attached hereto duly executed by the holder hereof; and
the Company may require, as a condition thereto, the payment of
a sum
sufficient to reimburse it for
any transfer tax incidental
thereto.
|
|
7.
|
Closing
of Books.
The Company will not close its stockholder books or records in
any manner
which
prevents the timely exercise of this
Warrant.
|
| 8. |
Transfer,
Division and
Combination.
|
|
(a)
|
the
Holder (and its transferees and assigns), by acceptance of this
Warrant,
covenants and agrees that
it is acquiring the Warrants evidenced hereby, and, upon exercise
hereof,
the Warrant Shares,
for its own account as an investment and not with a view to the
resale or
distribution thereof.
The Warrant Shares have not been registered under the Securities
Act or
any state securities
laws and no transfer of any Warrant Shares shall be permitted unless
the
Company has received
notice of such transfer, at the address of its principal office
set forth
in the Exchange Agreement, in the form of assignment attached hereto,
accompanied by an opinion of counsel reasonably
satisfactory to the Company that an exemption from registration
of such
Warrants or Warrant
Shares under the Securities Act is available for such transfer,
except
that no such opinion
shall be required after the registration for resale by the Holder
of the
Warrant Shares, as contemplated
by the Registration Rights Agreement. Upon any exercise of the
Warrants,
certificates
representing the Warrant Shares shall bear a restrictive legend
substantially identical to that set forth on the face of this Warrant
certificate. Any purported transfer of any Warrant or Warrant
Shares not in compliance with the provisions of this section shall
be null
and void.
|
|
(b)
|
This
Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid
office of the Company, together with a written notice specifying
the names
and denominations
in which new Warrants are to be issued, signed by Holder or its
agent or
attorney. Subject
to compliance with Section 8(a), as to any transfer which may be
involved
in such division or combination, the Company shall execute and
deliver a
new Warrant or Warrants in exchange
for the Warrant or Warrants to be divided or combined in accordance
with
such notice.
|
Page
3
|
(c)
|
The
Company shall prepare, issue and deliver at its own expense (other
than
transfer taxes) the new
Warrant or Warrants under this Section
8.
|
|
(d)
|
The
Company agrees to maintain, at its aforesaid office or the office
of its
transfer or registration agent,
books for the registration and the registration of transfer of
the
Warrants.
|
|
9.
|
No
Rights as Stockholder until Exercise.
This Warrant does not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Company prior to
the
exercise hereof. Upon the surrender
of this Warrant and the payment of the aggregate Exercise Price,
the
Warrant Shares so purchased
shall be and be deemed to be issued to such holder as the record
owner of
such shares as of the close of business on the later of the date
of such
surrender or payment.
|
|
10.
|
Loss,
Theft, Destruction or Mutilation of Warrant.
The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss,
theft,
destruction or mutilation of this
Warrant certificate or any stock certificate relating to the Warrant
Shares, and in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory
to it
(which shall not exceed that customarily
charged by the Company's transfer agents and upon surrender and
cancellation of such Warrant
or stock certificate, if mutilated, the Company will make and deliver
a
new Warrant or stock certificate of like tenor and dated as of
such
cancellation, in lieu of such Warrant or stock
certificate.
|
|
11.
|
Saturdays,
Sundays, Holidays, etc.
If the last or appointed day for the taking of any action or the
expiration
of any right required or granted herein shall be a Saturday, Sunday
or a
legal holiday, then such action may be taken or such right may
be
exercised on the next succeeding day not a Saturday, Sunday
or legal holiday.
|
| 12. |
Adjustments
of Exercise Price and Number of Warrant Shares.
|
|
(a)
|
Stock
Splits, etc.
The number and kind of securities purchasable upon the exercise
of this
Warrant
and the Exercise Price shall be subject to adjustment from time
to time
upon the happening
of any of the following. In case the Company shall (i) pay a dividend
in
snares of Common
Stock or make a distribution in shares of Common Stock to holders
of its
outstanding Common
Stock, (ii) subdivide its outstanding shares of Common Stock into
a
greater number of shares
of Common Stock, (iii) combine its outstanding shares of Common
Stock into
a smaller number
of shares of Common Stock or (iv) issue any shares of its capital
stock in
a reclassification
of the Common Stock, then the number of Warrant Shares purchasable
upon
exercise
of this Warrant immediately prior thereto shall be adjusted so
that the
holder of this Warrant
shall be entitled to receive the kind and number of Warrant Shares
or
other securities of the Company which he would have been entitled
to
receive had such Warrant been exercised in advance thereof. Upon
each such
adjustment of the kind and number of Warrant Shares or other securities
of the Company which are purchasable hereunder, the holder of this
Warrant
shall thereafter
be entitled to purchase the number of Warrant Shares or other securities
resulting from such adjustment at an Exercise Price per Warrant
Share or
other security obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by
the
number of Warrant Shares
purchasable pursuant hereto immediately prior to such adjustment
and
dividing by the number of Warrant Shares or other securities of
the
Company resulting from such adjustment. An
adjustment made pursuant to this paragraph shall become effective
immediately after the effective
date of such event retroactive to the record date, if any, for
such
event.
|
|
(b)
|
Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets.
In case the Company shall reorganize its capital, reclassify its
capital
stock (other than a change in nominal
value to no nominal value, or from no nominal value to nominal
value, or
as a result of a
subdivision, combination or other event described in paragraph
(a) of this
Section), consolidate or merge with or into another corporation
(where the
Company is not the surviving corporation or where there is a change
in or
distribution with respect to the Common Stock of the Company),
or sell,
transfer or otherwise dispose of all or substantially all its property,
assets or business to another corporation and, pursuant to the
terms of
such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor
or
acquiring corporation, or any cash, shares of stock or other securities
or
property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common
stock
of the successor or acquiring corporation ("Other Property"), are
to be
received by or distributed to the holders of Common Stock of the
Company,
then Holder shall have the right thereafter to receive, upon exercise
of
this Warrant, the number of shares of common stock of the successor
or
acquiring corporation or of the Company, if it is the surviving
corporation, and Other Property receivable upon or as a result
of such
reorganization, reclassification, merger, consolidation or disposition
of
assets by a holder of the number of shares of Common Stock for
which this
Warrant is exercisable immediately prior to such event. In case
of any
such reorganization, reclassification, merger, consolidation or
disposition of assets, the successor or acquiring corporation (if
other
than the Company) shall expressly assume the due and punctual observance
and performance of each and every covenant and condition of this
Warrant
to be performed and observed by the Company and all the obligations
and
liabilities hereunder, subject to such modifications as may be
deemed
appropriate (as determined in good faith by resolution of the Board
of
Directors of the Company) in order to provide for adjustments of
shares of
Common Stock for which this Warrant is exercisable which shall
be as
nearly equivalent as practicable to the adjustments provided for
in this
Section 12. For purposes of this Section 12, "common stock of the
successor or acquiring corporation" shall include stock of such
corporation of any class which is not preferred as to dividends
or assets
over any other class of stock of such corporation and which is
not subject
to redemption and shall also include any evidences of indebtedness,
shares
of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a
specified
date or the happening of a specified event and any warrants or
other
rights to subscribe for or purchase any such stock. The foregoing
provisions of this Section 12 shall similarly apply to successive
reorganizations, reclassifications, mergers, consolidations or
disposition
of assets.
|
Page
4
|
13.
|
Voluntary
Adjustment by the Company.
The Company may at any time during the term of this Warrant,
reduce the then current Exercise Price to any amount and for any
period of
time deemed appropriate
by the Board of Directors of the
Company.
|
|
14.
|
Notice
of Adjustment.
Whenever the number of Warrant Shares or number or kind of securities
or
other
property purchasable upon the exercise of this Warrant or the Exercise
Price is adjusted, as herein
provided, the Company shall promptly mail by registered or certified
mail,
return receipt requested,
to the holder of this Warrant notice of such adjustment or adjustments
setting forth the number of Warrant Shares (and other securities
or
property) purchasable upon the exercise of this Warrant
and the Exercise Price of such Warrant Shares (and other securities
or
property) after such adjustment,
setting forth a brief statement of the facts requiring such adjustment
and
setting forth the computation
by which such adjustment was made. Such notice, in the absence
of manifest
error, shall be conclusive evidence of the correctness of such
adjustment.
|
| 15. |
Notice
of Corporate Action.
If at any time:
|
|
(a)
|
the
Company shall take a record of the holders of its Common Stock
for the
purpose of entitling them
to receive a dividend or other distribution, or any right to subscribe
for
or purchase any evidences
of its indebtedness, any shares of stock of any class or any other
securities or property, or
to receive any other right, or
|
| (b) |
there
shall be any capital reorganization of the Company, any reclassification
or recapitalization of the capital stock of the Company or any
consolidation with or merger of the Company into, or any
sale, transfer or other disposition of all or substantially all
the
property, assets or business of the
Company to, another corporation
or,
|
Page
5
| (c) |
there
shall be a voluntary or involuntary dissolution, liquidation or
winding up
of the Company;
|
then,
in
any one or more of such cases, the Company shall give to Holder (i) at least
10
days' prior written notice of any record date for such dividend, distribution
or
right or for determining rights to vote
in
respect of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 10 days'
prior written notice of the date when the same shall take place. Such notice
in
accordance with the
foregoing clause also shall specify (i) the date on which any such record
is to
be taken for the purpose
of such dividend, distribution or right, the date on which the holders of
Common
Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the
date
on which any such reorganization, reclassification, merger, consolidation,
sale,
transfer, disposition, dissolution, liquidation or winding up is to take
place
and the time, if any such time is to be
fixed,
as of which the holders of Common Stock shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon
such
disposition, dissolution, liquidation
or winding up. Each such written notice shall be sufficiently given if addressed
to Holder at
the
last address of Holder appearing on the books of the Company and delivered
in
accordance with Section
17(d).
| 16. |
Authorized
Shares.
The
Company covenants that during the period the Warrant is outstanding,
it
will reserve
from its authorized and unissued Common Stock a sufficient number
of
shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights
under this
Warrant. The Company
further covenants that its issuance of this Warrant shall constitute
full
authority to its officers who
are charged with the duty of executing stock certificates to execute
and
issue the necessary certificates
for the Warrant Shares upon the exercise of the purchase rights
under this
Warrant. The Company
will take all such reasonable action as may be necessary to assure
that
such Warrant Shares may be issued as provided herein without violation
of
any applicable law or regulation, or of any requirements
of the Principal Market upon which the Common Stock may be
listed.
|
The
Company shall not by any action, including, without limitation, amending
its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith
assist
in the carrying
out of all such terms and in the taking of all such actions as may be necessary
or appropriate to
protect the rights of Holder against impairment. Without limiting the generality
of the foregoing, the
Company will (a) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor
upon such exercise immediately prior to such
increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the
exercise of this Warrant, and (c) use its best efforts to obtain all such
authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may
be
necessary to enable the
Company to perform its obligations under this Warrant.
Before
taking any action which would result in an adjustment in the number of shares
of
Common Stock
for
which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations
or exemptions thereof, or consents thereto, as may be necessary from any
public
regulatory
body or bodies having jurisdiction thereof.
Page
6
| 17. |
Miscellaneous.
|
|
(a)
|
Jurisdiction.
This
Warrant shall be binding upon any successors or assigns of the
Company.
This
Warrant shall constitute a contract under the laws of Delaware
without
regard to its conflict of
law, principles or rules, and be subject to arbitration pursuant
to the
terms set forth in the Exchange
Agreement.
|
|
(b)
|
Restrictions.
The
holder hereof acknowledges that the Warrant Shares acquired upon
the
exercise of
this Warrant, if not registered, will have restrictions upon resale
imposed by state and federal securities
laws.
|
|
(c)
|
Nonwaiver
and Expenses.
No
course of dealing or any delay or failure to exercise any right
hereunder
on the part of the Holder shall operate as a waiver of such right
or
otherwise prejudice Holder's rights, powers or remedies, except
that all
rights hereunder terminate on the Termination Date.
If the Company fails to comply with any provision of this Warrant,
the
Company shall pay to the
Holder such amounts as shall be sufficient to cover any costs and
expenses
including, but not limited
to, reasonable attorneys' fees, including those of appellate proceedings,
incurred by the Holder
in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers
or remedies hereunder.
|
|
(d)
|
Notices.
Any notice, request or other document required or permitted to
be given or
delivered to the
holder hereof by the Company shall be delivered in accordance with
the
notice provisions of the Exchange
Agreement.
|
|
(e)
|
Limitation
of Liability.
No
provision hereof, in the absence of affirmative action by Holder
to
purchase
shares of Common Stock, and no enumeration herein of the rights
or
privileges of Holder hereof, shall give rise to any liability of
the
Holder for the purchase price of any Common Stock or as
a stockholder of the Company, whether such liability is asserted
by the
Company or by creditors of
the Company.
|
|
(f)
|
Remedies.
The
Holder, in addition to being entitled to exercise all rights granted
by
law, including recovery
of damages, will be entitled to specific performance of its rights
under
this Warrant. The Company
agrees that monetary damages would not be adequate compensation
for any
loss incurred by reason of a breach by it of the provisions of
this
Warrant and hereby agrees to waive the defense in any action for
specific
performance that a remedy at law would be
adequate.
|
|
(g)
|
Successors
and Assigns.
Subject
to applicable securities laws, this Warrant and the rights and
obligations
evidenced hereby shall inure to the benefit of and be binding upon
the
successors of the Company
and the successors and permitted assigns of the Holder. The provisions
of
this Warrant are
intended to be for the benefit of all Holders from time to time
of this
Warrant and shall be enforceable
by any such Holder or holder of Warrant
Shares.
|
| (h) |
Amendment.
This
Warrant may be modified or amended or the provisions hereof waived
only
with
the written consent of the Company and the
Holder.
|
| (i) |
Severability.
Wherever
possible, each provision of this Warrant shall be interpreted in
such
manner
as to be effective and valid under applicable law, but if any provision
of
this Warrant shall be
prohibited by or invalid under applicable law, such provision shall
be
ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of
such
provisions or the remaining
provisions of this Warrant.
|
| (j) |
Headings.
The headings used in this Warrant are for the convenience of reference
only and shall not,
for any purpose, be deemed a part of this
Warrant.
|
Page
7
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly
authorized.
|
Dated:
February 28, 2006
SMARTVIDEO TECHNOLOGIES, INC.
|
||
| |
|
|
| By: |  |
|
|
Name: Xxxxxxx X. Xxxxxxx, Xx.
Title:
Chief Executive Officer
|
||
Corporate
Seal
Page
8
NOTICE
OF EXERCISE
To:
SmartVideo Technologies, Inc.
| 1. |
The
undersigned hereby elects to purchase _____________ shares
of Common Stock (the "Common Stock"),
of SmartVideo Technologies, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in
full,
together with all applicable transfer taxes, if
any.
|
| 2. |
Please
issue a certificate or certificates representing said shares
of Common
Stock in the name of the undersigned or in such other name
as is specified
below:
|
|
Xxxx
Financial Consulting Services
Attn:
Xxxx Xxxxxxx
000
Xxxxx Xxxxxx Xxxxx
Xxxxxx
Xxxxx, XX 00000
|
Dated:
____________, ____
|
Authorized Holder's Signature:
______________________
Holder's Name: Xxxx Financial Consulting
Services
Holder's Address: Attn: Xxxx Xxxxxxx
000
Xxxxx Xxxxxx Xxxxx
Xxxxxx
Xxxxx, XX 00000
Social
Security, Employer or Other Tax Identification
Number
of Holder: 00-0000000
|
NOTE:
The
signature to this Assignment Form must correspond with the name as it appears
on
the face of the
Warrant, without alteration or enlargement or any change whatsoever, and
must be
guaranteed by a bank or trust company. Officers of corporations and those
acting
in an fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.
Page
9
ASSIGNMENT
FORM
(To
assign the foregoing warrant, execute
this
form and supply required information.
Do
not
use this form to exercise the warrant.)
FOR
VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are
hereby
assigned
to___________________________________________________________________________________________
whose
address
is_______________________________________________________________________________________
_____________________________________________________________________________________.
Dated:
______________, ____
|
Authorized
Holder's Signature: ______________________
Holder's
Name: Xxxx Financial Consulting Services
Holder's
Address: Attn: Xxxx Xxxxxxx
000
Xxxxx Xxxxxx Xxxxx
Xxxxxx
Xxxxx, XX 00000
Social
Security, Employer or
Other
Tax Identification Number
of Holder: 00-0000000
|
Signature
Guaranteed: ______________________________________
NOTE:
The
signature to this Assignment Form must correspond with the name as it appears
on
the face of
the
Warrant, without alteration or enlargement or any change whatsoever, and
must be
guaranteed by a bank
or
trust company. Officers of corporations and those acting in an fiduciary
or
other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.
Page
10
