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EXHIBIT 10.21
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED FROM TIME TO TIME, AND MAY NOT BE SOLD OR TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF SAID ACT.
WARRANT
TO PURCHASE COMMON STOCK OF
TRITON SYSTEMS, INC.
January 24, 1997
THIS CERTIFIES THAT, for value received, F.S.C. CORP. or its registered
assigns (hereinafter called the "Holder") is entitled to purchase at any time
and from time to time after January 24, 1997 until the Warrant Expiration Date
(defined below) from TRITON SYSTEMS, INC. (the "Company"), a Mississippi
corporation, 32,109 fully paid and non-assessable shares (the "Original Number
of Warrant Shares") of Common Stock (defined below) plus the Additional Number
of Warrant Shares (defined below) at the Purchase Price (defined below). The
exercise of this Warrant shall be subject to the provisions, limitations and
restrictions herein contained. The Original Number of Warrant Shares and the
Additional Number of Warrant Shares purchasable hereunder and the Purchase Price
are subject to adjustment as hereinafter set forth.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein set forth, the parties hereto agree as follows:
Section 1. (a) DEFINITIONS. The following words and terms as used in this
Warrant shall have the following meanings:
"Additional Number of Warrant Shares" means all of the additional shares of
the Common Stock purchased or purchasable by the Warrantholder upon the exercise
of this Warrant, based upon the calculation of the number of such additional
shares set forth in Section 11.(c) hereof.
"Additional Shares of Common Stock" means Common Stock of the Company,
including treasury shares, issued on or after the Business Day prior to January
24, 1997, except for: (i) shares in the aggregate not exceeding, upon issuance
thereof, up to ten percent (10%) of the Outstanding Shares, which shares are
issued to employees of the Company or are issued upon exercise of options
granted to such employees, in each case as approved from time to time by the
Company's Board of Directors, (ii) Common Stock issued upon the exercise of this
Warrant, and (iii) Common Stock issued to any Person in consideration of the
acquisition of stock or assets for such Person.
"Affiliate," with respect to any specified Person controlling, controlled
by, or under common control with such specified Person. For the purposes of this
definition the term "control" when used with respect to any Person, means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise, and the terms "controlling" and "controlled" have meanings
correlative to the meaning of the term "control" or otherwise can directly or
indirectly vote more than 10% of the securities having ordinary voting power for
the selection of directors of such Person.
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"Business Day" means a day other than a Saturday, a Sunday or a day on
which banking institutions in Boston, Massachusetts are authorized or obligated
by law or required by executive order to be closed.
"Change in Control" means the acquisition, other than pursuant to a merger
or consolidation, by any "person" or "group" (as such terms are used in Sections
13(d)(3) and (14)(d)(2) of the Exchange Act), other than any holder of shares of
the Common Stock of the Company on the date hereof, of the beneficial ownership,
directly or indirectly, of securities representing more than 50% of the combined
voting power of the outstanding securities of the Company that are entitled to
vote generally in the election of directors of the Company.
"Common Stock" when used with reference to the stock of the Company means
and includes the Company's authorized Common Stock as constituted on the
Business Day prior to January 24, 1997 and the Company's common stock thereafter
authorized and shall not be limited to a fixed sum or a percentage of par value
in respect of the rights of the holders thereof to receive dividends and to
participate in the distribution of assets upon the voluntary or involuntary
liquidation, dissolution, or winding-up of the Company.
"Commission" means the Securities and Exchange Commission and any other
similar or successor agency of the federal government of the United States of
America administering the Securities Act or the Exchange Act.
"Company's IPO" means that the Company has completed an initial Public
Offering of its Common Stock by registering shares of Common Stock with the
Securities and Exchange Commission and raised, by selling a sufficient number of
shares so registered, a minimum amount of Thirty Million Dollars
($30,000,000.00) and the Company has received, in good funds, such Thirty
Million Dollars ($30,000,000.00) of proceeds.
"Convertible Securities" means any securities issued by the Company which
are convertible into, or exchangeable or exercisable for, directly or
indirectly, shares of Common Stock.
"Corporate Office" means the Company's office at 000 Xxxx Xxxxxxxx Xxxxxx,
Xxxx Xxxxx, Xxxxxxxxxxx 00000 (or such other office as the Company may designate
from time to time by written notice to the Warrantholder).
"Credit Agreement" - that certain Credit Agreement dated as of September
26, 1996, as amended as of January 24, 1997 between The First National Bank of
Boston, and the Company.
"Exchange Act" means the Securities Exchange Act of 1934, and any similar
or successor federal statute, and the rules and regulations of the Commission
thereunder.
"Market Price" of a share of Common Stock of the Company shall be:
(i) if the Common Stock is listed on a national securities
exchange, the average closing price of such Common Stock on the principal
national securities exchange on which such Common Stock is traded for the
ten trading days immediately preceding on the date for which any
determination of Market Value is made for any purpose hereunder (a
"Determination Date"), or, if there shall have been no sales on any such
exchange during the ten trading days immediately preceding the
Determination Date, the average of the highest bid and lowest asked prices
on such principal exchange during such ten trading days; or
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(ii) if the Common Stock is not listed on a national
securities exchange, the closing price of such Common Stock on the largest
principal securities exchange on which such Common Stock is traded on the
Determination Date, or, if the Common Stock is not listed on a securities
exchange, such closing price on the NASDAQ National Market System, or, if
there shall have been no sales on the Determination Date on such exchange
or the NASDAQ National Market System, as the case may be, the average of
highest bid and lowest asked prices during the ten trading days
immediately preceding the Determination Date on such exchange or the
NASDAQ National Market System, as applicable; or
(iii) if the Common Stock is not listed on a securities
exchange or the NASDAQ National Market System, the average of the
representative bid and asked prices of the Common Stock as of the close of
trading during the ten trading days immediately preceding the
Determination Date as quoted in the NASDAQ System; or
(iv) if the Common Stock is not quoted in the NASDAQ System,
the average of the high and low bid and asked prices during the ten
trading days immediately preceding the Determination Date in the
over-the-counter market as reported by the National Quotation Bureau,
Incorporated, or any similar successor organization; or
(v) if the Common Stock is not listed on or traded
in any recognized securities market, such value as the Company
and the Holder may agree upon; or
(vi) if the Company and the Holder cannot agree on a value for
the Common Stock within thirty (30) days after the Company or the Holder
has made a written proposal with respect to such value to the other party,
the value of the Company as determined by an independent appraisal,
conducted by an independent financial expert selected by the Company which
expert must be reasonably satisfactory to the Holder, divided by the
number of Outstanding Shares as of such date. In making the independent
appraisal, the independent financial expert shall not consider items such
as discounts for minority interests, lack of marketability of the Common
Stock or blockage. The fees and expenses incurred by the independent
financial expert in rendering its independent appraisal shall be paid one
half by the Warrantholder and one half by the Company. Such independent
financial expert shall complete and deliver its independent appraisal with
sixty (60) days after the date of such written proposal. If such
independent appraisal is not so timely delivered the Warrantholder, acting
in good faith, shall set such value.
"NASDAQ System" means the inter-dealer quotation system operated by the
National Association of Securities Dealers, Inc.
"Number of Warrant Shares" - at any time means: (a) if no adjustments have
theretofor been made pursuant to the provisions hereof, the Original Number of
Warrant Shares and the Additional Number of Warrant Shares purchasable under
this Warrant, and (b) if any one or more of such adjustments have been so made,
the amount to which the Original Number of Warrant Shares and the Additional
Number of Warrant Shares shall have been so adjusted of Common Stock purchasable
under this Warrant.
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"Outstanding Shares" shall mean all of the shares of Common Stock
exercisable or outstanding on the applicable date as if all options and rights
to convert or exchange Convertible Securities outstanding on such date had been
exercised, whether or not exercisable on such date.
"Person" means in individual or corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock company,
government (or an agency or political subdivision thereof) or other entity of
any kind.
"Public Offering" shall mean the filing by the Company of a registration
statement under the Securities Act on any form with the exception of Form S-8 or
its then equivalent.
"Purchase Price" means, as of any date: (a) if no adjustments have
theretofor been made pursuant to the provisions of Section 11(a) hereof, Eleven
Dollars ($11.00) per Warrant Share (the "Original Purchase Price"); (b) if any
one or more such adjustments have been so made, the amount to which the Original
Purchase Price shall have been so adjusted pursuant to the provisions hereof;
and (c) if an Additional Number of Warrant Shares have been issued with a
purchase price of $0.01 then an amount equal to the following formula:
OWS + CAWS
----------
PPOWS
where: OWS = Original Number of Warrant Shares multiplied by
the Original Purchase Price therefor, as
adjusted;
CAWS = Additional Number of Warrant shares with a
purchase price of the Original Purchase Price,
as adjusted;
PPOWS = Original Number of Warrant Shares plus all of
the Additional Number of Warrant Shares which have
been issued for either the Original Purchase
Price, as adjusted or for a nominal amount.
"Redemption Event" means the occurrence of the repayment in full of the
Reducing Revolver and the termination of the commitments thereunder, other than
following acceleration of the Reducing Revolver by the "Lender" under the Credit
Agreement.
"Redemption Price" means Forty-five Thousand Dollars ($45,000.00).
"Reducing Revolver" means the reducing revolving line of credit pursuant
to the Credit Agreement.
"Securities Act" means the Securities Act of 1933, and any similar or
successor federal statute, and the rules and regulations of the Commission
thereunder.
"Significant Shareholder Transaction" means a Transfer by the Significant
Holders to Persons who are not Affiliates of such Significant Shareholder of any
of the shares of Common Stock held by them on the date hereof (treating for such
purpose any outstanding Convertible Securities as being the number of shares of
Common Stock issuable upon their conversion).
"Significant Shareholders" means any of Summit Investors III, L.P.,
Summit Ventures IV, L.P. and Summit Subordinated Debt Fund, L.P.
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"Transfer" means, with respect to this Warrant, the Warrant Shares, or any
interest therein, the Common Stock or any Convertible Securities, or any
interest therein, any disposition thereof, whether by sale, assignment, gift,
exchange, pledge, hypothecation or otherwise.
"Warrant Expiration Date" means January 24, 2007.
"Warrant Redemption Notice" means a notice delivered pursuant to Section
19 concerning redemption of Warrants.
"Warrantholder" means, as of any day, the then registered holder of the
Warrants and the then registered holder of the Warrant Shares.
"Warrants" means this Warrant and the additional Warrants which may be
issued hereunder.
"Warrant Shares" means all the shares of the Common Stock purchased or
purchasable by the Warrantholder upon the exercise of this Warrant.
(b) Other Definitional Provisions.
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(i) Except as otherwise specified herein, all references herein (A)
to any Person other than the Company, shall be deemed to include such Person
other than the Company, shall be deemed to include such Person's successors and
assigns; (B) to the Company, shall be deemed to include the Company's
successors, and (C) to any applicable law defined or referred to herein, shall
be deemed references to such applicable law as the same may have been or may be
amended or supplemented from time to time.
(ii) When used in this Agreement the words "herein," "hereof" and
"hereunder," and words of similar import, shall refer to this Agreement as a
whole and not to any provision of this Agreement, and the words "Section" and
"Exhibit" shall refer to Sections of, and Exhibits to, this Agreement unless
otherwise specified.
(iii) Whenever the context so requires, the neuter gender includes
the masculine or feminine, and the singular number includes the plural, and vice
versa.
Section 2. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to, and covenants with the Holder of this Warrant or any part thereof
as follows:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Mississippi. The Company has
all necessary corporate power and authority, and has taken all necessary
corporate action to execute and deliver and to perform its obligations under
this Warrant, to authorize and reserve for issuance, and to issue and deliver
the Warrant Shares. Upon such issuance, such Common Shares will be validly
issued, fully paid and nonassessable, with no personal liability attaching to
the ownership thereof. The issuance of such Common Shares is not subject to any
preemptive or other similar rights.
(b) This Warrant has been duly authorized, executed and delivered by
the Company and constitutes its legal, valid and binding obligation, enforceable
against the Company in accordance with its terms, except as rights to indemnity
and contribution hereunder may be limited by applicable law, and except as may
be limited by bankruptcy, insolvency,
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reorganizations, moratorium or similar laws affecting the enforceability of
creditors' rights generally and subject to general principles of equity.
(c) The execution, delivery, performance and issuance by the Company
of this Warrant and the issuance of Warrant Shares do not and will not, with or
without the giving of notice of the lapse of time, or both:
(i) violate any terms or provisions of the Company's Articles of
Incorporation or Bylaws;
(ii) result in a breach of, constitute a default under, result in
the termination or modification of, or result in the
creation or imposition of any lien, security interest,
charge or encumbrance upon any of the properties of the
Company pursuant to any material indenture, mortgage, deed
of trust, contract, commitment or other material agreement
or instrument to which the Company is a party or by which
any of the Company's properties or assets are bound or
affected; or
(iii) violate any applicable law, rule, regulation, judgment,
order or decree of any government or governmental agency,
instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any of its properties or
assets.
(d) No consent, approval, authorization, order, registration,
license or permit of any court, government or governmental agency,
instrumentality or other regulatory body or official is required for the valid
authorization, execution, issuance, sale, delivery, and performance by the
Company of this Warrant or the Warrant Shares.
(e) That all Common Stock which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be validly issued,
fully paid and nonassessable and free from all taxes, liens and charges with
respect to the issue thereof; and
(f) That during the period from which the rights represented by this
Warrant may be exercised, the Company will at all times have authorized, and
reserved for the purpose of issue and delivery upon exercise of the rights
evidenced by this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of the rights represented by this Warrant.
Section 3. Reserved.
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Section 4. OWNERSHIP OF WARRANTS. The Company may deem and treat the
Person in whose name the Warrants are registered as the holder and owner thereof
for all purposes, notwithstanding any notations of or writing thereon made by
anyone other than the Company, and shall not be affected by any notice to the
contrary, until presentation of such Warrants for Transfer or replacement as
provided in Section 5. The Company shall maintain at the Corporate Office a
register for the Warrants in which the Company shall record the name and address
of the Person in whose name each Warrant has been issued or to whom the Warrants
have been transferred.
Section 5. TRANSFER AND REPLACEMENT. Subject to compliance with the
applicable legend in Section 9.c below, the Warrants and all rights thereunder
may be Transferred upon presentation of the Warrants, with the Assignment Form
attached thereto duly completed, by the Warrantholder (in person or by duly
authorized attorney) to the Company at the Corporate Office, and thereupon new
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Warrants, of the same tenor as the Warrants presented for Transfer, shall be
delivered by the Company in accordance with such Assignment Form and the
transferee's ownership of such Warrants shall be registered in accordance with
Section 4. Following any Transfer of the Warrants or the Warrant Shares, or any
portions thereof, the transferee of such Warrants or Warrant Shares shall
succeed to all rights and obligations of the transferor under the Agreement and
the Warrant(s) and shall be deemed to be a "Warrantholder." Upon receipt by the
Company at the Corporate Office of evidence reasonably satisfactory to it of the
loss, theft, destruction, or mutilation of a Warrant, the Company will make and
deliver a new Warrant of like tenor in replacement of such Warrant. Any such new
Warrant shall constitute an original contractual obligation of the Company,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall
at any time be enforceable by any Person. The Warrants shall be promptly
canceled by the Company upon the surrender thereof in connection with any
Transfer or replacement. The Company shall pay all taxes and all other expenses
and charges payable in connection with the preparation, execution and delivery
of Warrants pursuant to this Section 5. Notwithstanding the foregoing, the
Holder may not transfer the Warrant or the Warrant Shares to a direct competitor
of the Company.
Section 6. WARRANTHOLDER NOT DEEMED A SHAREHOLDER. No Warrant shall
entitle a Warrantholder to vote or receive dividends or be deemed the holder of
shares of the Company for any purpose, nor shall anything contained in the
Warrants be construed to confer upon any Warrantholder any of the rights of a
shareholder of the Company or any right to vote, give or withhold consent to any
corporate action, receive notice of meetings, or receive dividends or
subscription rights, prior to any due exercise of this Warrant, in whole or in
part, by the Warrantholder.
Section 7. NO LIMITATION ON CORPORATE ACTION. Except as otherwise
expressly provided in this Section 7, no provisions of the Warrants and no right
or option granted or conferred thereunder shall in any way limit, affect, or
abridge the exercise by the Company of any of its corporate rights or powers to
recapitalize, amend its Articles of Incorporation or By-Laws, reorganize,
consolidate or merge with or into another Person, or transfer all or any part of
its property or assets or the exercise of any other of its corporate rights and
powers. Notwithstanding the foregoing, without the prior written consent of the
Warrantholder the Company shall not hereafter amend any of the terms of its
Articles of Organization or By-laws in any manner that would adversely affect
the rights of the Warrantholder unless such amendment has a like effect on all
holders of Common Stock.
Section 8. REPRESENTATION OF WARRANTHOLDERS. The Warrantholder represents
that it is acquiring the Warrants for its own account for investment and not
with a view to, or sale in connection with, any distribution thereof or of any
of the Warrant Shares issuable upon the exercise thereof, nor with the present
intention of distributing any of such securities.
Section 9. Exercise of Warrants; Conversion of Warrants.
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(a) PROCEDURE FOR EXERCISE. Subject to the terms and conditions hereof,
the Warrantholder may exercise this Warrant, in whole or in part, at any time
during normal business hours on any Business Day during the period beginning on
January 24, 1997 and ending on the Warrant Expiration Date. The rights
represented by the Warrants may be exercised by the Warrantholder by:
(i) delivery to the Company at the Corporate Office this Warrant, with
the Subscription Form attached thereto in the form attached as
EXHIBIT B hereto duly completed and
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executed, and
(ii) payment to the Company (IN CASH OR BY CERTIFIED OR BANK CHECK) of
the Purchase Price (which may be done simultaneously with the sale
of the Warrant Shares in connection with any public offering).
In the event of exercise of the Warrants, certificates for the
Warrant Shares so purchased, registered in the name of, or as directed by, the
Warrants shall be delivered by the Company to the Warrantholder or its designee
or nominee within a reasonable time, not exceeding 5 Business Days, after such
Warrants shall have been exercised.
Upon receipt of (i) and (ii) immediately preceding, the
Warrantholder shall be deemed to be the holder of record of the shares of Common
Stock issuable upon such exercise, notwithstanding that the stock transfer books
of the Company may then be closed or that certificates representing such Common
Stock may not then be actually delivered to the Warrantholder. The stock
certificate so delivered shall be in such denomination as may be requested by
the Warrantholder and shall be registered in the name of the Warrantholder or
such other name as shall be designated by the Warrantholder. If this Warrant
shall have been exercised only in part, the Company shall, at the time of
delivery of said stock certificate or certificates, deliver to the Warrantholder
a new Warrant evidencing the right of the Warrantholder to purchase the
remaining shares of Common Stock then covered by this Warrant. The Company shall
pay all expenses, taxes and other charges payable in connection with the
preparation, execution and delivery of stock certificates pursuant to this
Section, regardless of the name or names in which such stock certificates shall
be registered.
(b) PROCEDURE FOR CONVERSION. The Warrantholder may convert this Warrant,
in whole or in part, at any time during normal business hours on any Business
Day during the period beginning January 24, 1997 and ending on the Warrant
Expiration Date into the number of shares of Common Stock of the Company
calculated pursuant to the following formula by surrendering the Warrant with
the Subscription Form attached hereto as EXHIBIT B (duly completed and executed)
at the Principal Office of the Company specifying the number of shares of Common
Stock of the Company, and the rights to purchase which the Warrantholder desires
to convert:
X = Y x (A-B)
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A
where: X = the number of shares of Common Stock to be
issued to the Warrantholder;
Y = the number of shares of Common Stock subject to this
Warrant for which the conversion right is being
exercised as such number may be affected by the
provisions contained in Section 11 hereof;
A = the Market Price of one share of Common Stock;
B = the Purchase Price.
(c) LEGENDS. Unless at the time of exercise or conversion the Warrant
Shares are registered under the Securities Act, each certificate representing
Warrant Shares initially issued upon exercise or conversion of the Warrants
shall bear the following legend (and any additional legend required by any
applicable state securities laws):
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"The shares represented by this certificate have not been registered
under the Securities Act of 1933, as amended, and may not be sold or
transferred in the absence of such registration or an exemption therefrom
under said Act and are subject to the terms a Warrant dated January 24,
1997."
Any certificate issued any time upon Transfer or replacement of any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a registration under the Securities Act)
shall also bear such legend, unless, in the opinion of counsel for the
Warrantholder the securities represented thereby are not, at such time, required
by law to bear such legend.
Section 10. Covenants as to Warrant Shares.
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(a) The Company covenants and agrees that all Warrant Shares which may be
issued upon any exercise or conversion of the Warrants will, upon issuance, be
validly issued, fully paid and nonassessable. The Company further covenants and
agrees that, during the period within which the Warrants may be exercised, the
Company will at all times have authorized and reserved a sufficient number of
Warrant Shares to provide for the exercise or conversion of such Warrants in
whole.
(b) If any Warrant Shares reserved or to be reserved to provide for the
exercise of the Warrants require registration with or approval of any
governmental authority under any federal or state law before such shares may be
validly issued, then the Company covenants that it will in good faith and as
expeditiously as possible endeavor to secure such registration or approval, as
the case may be.
Section 11. Adjustment of Warrants; Purchase Price.
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(a) STOCK SPLITS, DIVIDENDS, DISTRIBUTIONS AND COMBINATIONS. In case
after January 29, 1997, the Company shall:
(1) take a record of the holders of any class of its Common Stock for
the purpose of entitling them to receive a dividend payable in,
or other distribution of, such Common Stock, or
(2) subdivide the outstanding shares of any class of its Common Stock
into a larger number of shares; or
(3) combine the outstanding shares of any class of its Common Stock
into a smaller number of shares,
then the Number of Warrant Shares shall be adjusted to that Number of Warrant
Shares determined by the following formula:
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A = WSB x TA
------------
TB
where: A = the adjusted Number of Warrant Shares;
WSB = the Number of Warrant Shares in effect immediately
prior to such event;
TA = the total number of Outstanding Shares of Common Stock
immediately following such event;
TB = the total number of Outstanding Shares of Common Stock
immediately prior to such event.
(b) RECLASSIFICATION, CONSOLIDATION OR MERGER. In case of any
reclassification or change of outstanding securities of the class issuable upon
exercise of this Warrant (other than a change in par value, or from par value to
no par value, or from no par value to par value), or as a result of a
subdivision or combination, or in case of any consolidation or merger of the
Company with or into another corporation, other than a merger with another
corporation in which the Company is a continuing corporation and which does not
result in any reclassification or change of outstanding securities issuable upon
exercise of this Warrant, or in case of any sale of all or substantially all of
the assets of the Company, the Company, or any successor or purchasing
corporation, as the case may be, shall execute a new Warrant providing that the
Warrantholder shall have the right to exercise such new Warrant and procure upon
such exercise, in lieu of each share of Common Stock theretofor issuable upon
exercise of this Warrant, the kind and amount of shares of stock, other
securities, money and property receivable upon such reclassification, change,
consolidation or merger by a holder of one share of Common Stock, PROVIDED,
HOWEVER, that in connection with any consolidation or merger or other sale of
the Company which involves either (i) the sale of all or substantially all of
the assets of the Company or (ii) a Change of Control of the Company, then the
Company may redeem or purchase pro-rata with the redemption or sale of shares of
Common Stock of each of the Significant Shareholders, such Number of Warrant
Shares under this Warrant. The Company shall make such redemption or purchase by
simultaneously (i) paying the Warrantholder, in the same consideration which is
being paid to the Significant Shareholders good funds, an amount equal to the
Number of Warrant Shares being redeemed or purchased, multiplied times the
consideration per share being paid in connection with such merger or
consolidation or sale to the Significant Shareholders, or in the case of
cancellation of the Warrant with respect to Warrant Shares not yet issued, such
consideration per share being paid to the Significant Shareholders, less the
Purchase Price and (ii) issuing a new Warrant, if so requested by the
Warrantholder, for the Number of Warrant Shares remaining and the Warrantholder
shall exchange this Warrant if so requested by the Company. The third party
purchaser of the Company may, on behalf of the Company, make the payments to the
Warrantholder, required pursuant to the foregoing proviso. Any new Warrant
issued shall provide for adjustments which shall be as nearly equivalent as may
be practicable to the adjustments provided for in this Section 11(b). If the
Warrantholder still has Warrant Shares purchasable thereafter, then no
consolidation or merger of the Company with or into another corporation referred
to in the first sentence of this paragraph (b) shall be consummated unless the
successor or purchasing corporation referred to above shall have agreed to issue
a new Warrant as provided in this Section 11(b). The provisions of this
subsection (b) shall similarly apply to successive reclassification, changes,
consolidations, mergers and transfers.
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(c) Additional Warrant Shares Calculation.
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1. In the event that (i) the Company's IPO has not been
completed on or before April 30, 1997 and (ii) the Reducing Revolver
has not been repaid in full, all of the obligations due and payable
under the Credit Agreement repaid and the Commitment (as therein
defined) irrevocably terminated, the number of additional shares
that the holder shall be entitled to purchase as an "Additional
Number of Warrant Shares" in addition to the Original Number of
Warrant Shares and in addition to any adjustments thereof, as herein
provided, shall be equal to one quarter of one percent (0.25%) of
the then issued and outstanding non-assessable shares of Common
Stock on a fully diluted basis, including, any Convertible
Securities issued, which may be purchased at the Purchase Price, as
adjusted.
2. In the event that (i) the Company's IPO has not been completed on
or before October 31, 1997 and (ii) the Reducing Revolver has not
been repaid in full, all of the obligations due and payable under
the Credit Agreement repaid and the Commitment (as therein defined)
irrevocably terminated, then the number of additional shares that
the holder shall be entitled as an "Additional Number of Warrant
Shares" in addition to the Original Number of Warrant Shares, any
Additional Number of Warrant Shares otherwise provided for in this
subsection (c) and in addition to any adjustments thereof, as herein
provided, shall be equal to one quarter of one percent (0.25%) of
the then issued and outstanding non-assessable shares of Common
Stock on a fully diluted basis, including any Convertible Securities
issued, which shall be deemed issued for $0.01 per share and
thereafter until the earlier to occur of (x) the completion of the
Borrower's IPO; (y) the Maturity Date (as defined in the Credit
Agreement) and (z) the repayment in full of the Reducing Revolver
and all obligations due and payable under the Credit Agreement with
the simultaneous irrevocable termination of the Commitment (as such
term is defined in the Credit Agreement), on April 30 and October 31
of each year the holder shall be entitled to purchase as an
Additional Number of Warrant Shares a number equal to one quarter of
one percent (0.25%) of the then issued and outstanding
non-assessable shares of Common Stock and Convertible Shares issued,
which shall be deemed issued for $0.01 per share.
(d) Intentionally Deleted.
---------------------
(e) Intentionally Deleted.
---------------------
(f) Intentionally Deleted.
---------------------
(g) ADJUSTMENT TO PURCHASE PRICE. Upon each adjustment in the Number of
Warrant Shares under the terms of Section 11(a) hereof, the Purchase Price shall
be adjusted to an amount equal to the QUOTIENT of (i) the Number of Warrant
Shares entitled to be purchased upon exercise of this Warrant immediately prior
to the adjustment, MULTIPLIED BY the Purchase Price in effect immediately prior
to such adjustment, DIVIDED BY (ii) the adjusted Number of Warrant Shares
immediately after such adjustment.
(h) STOCK DIVIDENDS. In the event at any time after January 29, 1997 that
the Company shall at any time declare any dividend or distribution upon its
Common Stock payable in stock, the Number of Warrant Shares shall increase by
the number (and the kind) of shares which would have
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been issued to the Warrantholder if the Warrant were exercised immediately prior
to such dividend. Such increase shall become effective immediately after the
opening of business on the day following the record date for such dividend or
distribution.
(i) Intentionally Deleted.
---------------------
(j) Computation of Adjustments.
--------------------------
(i) Upon each computation of an adjustment in the number of
Warrant Shares which may be purchased upon exercise of the
Warrants, the number of Warrant Shares which may be purchased
upon exercise of such Warrants shall be calculated to the
nearest whole share (e.g., fractions of one-half of a share,
or greater, shall be treated as being a whole share).
(ii) The number of shares of Common Stock outstanding at any given
time shall not include shares owned or held by or for the
account of the Company.
Section 12. Covenants as to Issuances and Sale of Stock.
-------------------------------------------
(a) PREEMPTIVE RIGHTS. If at any time after the date hereof but prior to
the first registration by the Company of any Common Stock under the Securities
Act the Company proposes to issue, any Additional Shares of Common Stock or
Convertible Security convertible to Additional Shares of Common Stock, the
Company shall first offer in writing to sell to the Warrantholder a portion
thereof which bears the same proportion to the total as the proportion the
Warrant Shares then owned by each such Warrantholder bears to the total
Outstanding Shares. Such offer shall describe such securities and specify the
quantity, the price and the payment terms. If within 10 days after the making of
such offer any Warrantholder accepts the same in writing as to the portion
referred to above or any lesser amount, then the Company shall sell such portion
of such securities, or such lesser amount as such Warrantholder may specify, to
such Warrantholder upon the terms specified. If Additional Shares of Common
Stock are being sold as a unit with other securities, the Warrantholder must
purchase a prorata share of each such security upon exercise of their rights
under this Section.
(b) "TAG ALONG" RIGHTS. Simultaneously with the issuance by the Company of
this Warrant, the Warrantholder and the Significant Shareholders are entering
into a Co-sale Agreement in the form of EXHIBIT C hereto providing for the
participation of the Warrantholder in certain transactions by the Significant
Shareholders.
Section 13. MERGER AND CONSOLIDATION. In case of any consolidation or
merger of the Company with or into any other Person (other than a consolidation
or merger in which the Company is the continuing corporation and which does not
result in the Common Stock being changed into or exchanged for stock or other
securities or property of any other Person), PROVIDED, HOWEVER, that in
connection with any consolidation or merger or other sale of the Company which
involves either (i) the sale of all or substantially all of the assets of the
Company or (ii) a Change of Control of the Company, then the Warrant Shares
shall be subject to repurchase or redemption or the Warrant subject to
cancellation all in the same manner and under the same terms and conditions as
set forth or provided in Section 11(b) hereof. Any new Warrant shall entitle the
Warrantholder to purchase the kind and number of shares of stock or other
securities or property (a) of the Person resulting from such consolidation or
surviving such merger or (b) into or for which the Common Stock has been changed
or is exchangeable, as the case may be, to which the Warrantholder would have
been entitled if it had held the Warrant Shares issuable upon the exercise of
its Warrants
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immediately prior to such consolidation or merger or sale, and in any such case
appropriate provision shall be made with respect to the rights and interests of
the Warrantholder to the end that the provisions hereof (including, without
limitation, provisions for adjustment of the number of shares purchasable upon
the exercise of the Warrants) shall thereafter be applicable, as nearly as may
be practicable, in relation to any shares of stock, securities or assets
thereafter deliverable upon the exercise of the rights represented by the
Warrants.
Section 14. NOTICE OF ADJUSTMENT OF WARRANT SHARES. Upon any adjustment of
the number of Warrant Shares purchasable pursuant to the Warrants, the Company
shall give notice thereof to Warrantholder, which notice shall state the number
of Warrant Shares purchasable pursuant to the Warrant after such adjustment,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
Section 15. Intentionally Deleted.
---------------------
Section 16. NOTICE OF CERTAIN EVENTS. Prior to the time that:
(a) The Company shall pay any dividend upon, or make any
distribution in respect of, its Common Stock or Convertible Securities; or
(b) there shall be any capital reorganization, or reclassification
of the Common Stock or Convertible Securities, of the Company, or consolidation
or merger of the Company with, or sale of all or substantially all of its assets
to, another person; or
(c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; or
(d) the Company receives notice, or otherwise becomes aware of,
a Change in Control; or
(e) the Company shall determine to register under the Securities Act
(including pursuant to a demand of any stockholder of the Company exercising
registration rights) any Common Stock or Convertible Securities; or
(f) the Company receives notice, or otherwise becomes aware of,
a prospective, pending or completed Significant Shareholder Transaction;
then, in any one or more of such cases, the Company shall give written notice to
the Warrantholder of the date on which (i) the books of the Company shall close
or a record shall be taken for such dividend, distribution or subscription
rights, or (ii) such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, Change in Control, Public
Offering, or Significant Shareholder Transaction shall occur, as the case may
be. Such notice shall be given not less than 20 days prior to the record date or
the date on which the transfer books of the Company are to be closed in respect
thereto in the case of any action specified in clause (i) and, to the extent
known by the Company, 20 days prior to the effective date of the action in
question in the case of an action specified in clause(ii).
Section 17. NO NEW WARRANT ON ADJUSTMENT. Irrespective of any adjustment
in the number of Warrant Shares issuable upon exercise of the Warrant, such
Warrants, whether theretofore or thereafter issued or reissued, may continue to
express the same Purchase Price and Number of Warrant
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Shares as are stated therein and the Purchase Price and the Number of Warrant
Shares specified therein shall be deemed to have been so adjusted.
Section 18. TRANSFERS. Subject to the restrictions contained in the last
sentence of Section 5 hereof, the Warrant and all rights thereunder and the
Warrant Shares purchased upon exercise thereof may be Transferred in whole or
part.
Section 19. Redemption.
----------
(a) REDEMPTION AT OPTION OF A WARRANTHOLDER. At any time prior to the
completion of the Company's IPO, upon the occurrence of a Redemption Event, the
Warrantholder shall have the right, but not the obligation, in the sole
discretion of the Warrantholder, to cause the Company to redeem all, but not
less than all, of its Warrants and/or Warrant Shares, by delivery to the Company
of a duly completed and signed Redemption Notice in the form of Exhibit D
attached hereto, at any time.
Upon a redemption of the Warrant, the Warrantholder shall be
entitled, upon tender of the Warrant, as provided in this Section 19, to receive
from and the Company shall pay to the Warrantholder upon such tender a
redemption price ("Redemption Price") of Forty-five Thousand Dollars
($45,000.00) in payment for all Warrants evidenced hereby and/or all Warrant
Shares issuable upon the exercise hereof, which amount shall not be subject to
offset, counterclaim, deduction or abatement.
(b) TENDER AND PAYMENT. The Warrantholder shall deliver to the Company at
the Corporate Office the Warrant or the Warrant Shares, as the case may be, to
be redeemed. Against receipt of the Warrant or the Warrant Shares, as the case
may be, from the Warrantholder the Company shall pay the Redemption Price to the
Warrantholder by certified or bank check or by wire transfer as so directed by
the Warrantholder.
Section 20. Registration Rights.
-------------------
(a) "PIGGY BACK" REGISTRATION. If at any time the Company shall
determine to register under the Securities Act (including pursuant to a demand
of any stockholder of the Company exercising registration rights) any of its
Common Stock of the type which has been or may be issued upon the exercise of
the Warrant, other than on Form S-8 or its then equivalent, it shall send to the
Warrantholder, written notice of such determination and, if within twenty (20)
days after receipt of such notice, such Warrantholder shall so request in
writing, the Company shall include in such registration statement all or any
part of the Warrant Shares the Warrantholder requests to be registered. In the
event that the underwriter managing such a distribution determines, in its best
judgment, a limitation or exclusion is necessary to effect an orderly public
distribution, including all shares to which the Warrantholder has requested
registration, and such limitation or exclusion is imposed among all of the
holders of such Common Stock having an incidental ("piggy back") right to
include such Common Stock in the registration statement according to the amount
of such Common Stock which the Warrantholder had requested to be included
pursuant to such right, then the Company shall be obligated to include in such
registration statement only such limited portion of the Warrant Shares with
respect to which the Warrantholder has requested inclusion hereunder (or in the
event of an exclusion of piggy back shares, none of such Warrant Shares). In the
event of such a pro rata limitation, no shares of Common Stock held by Persons
not having such an incidental ("piggy back") right may be included in the
registration statement.
(b) EFFECTIVENESS. The Company will use its best efforts to maintain
the
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effectiveness of any registration statement pursuant to which any of the Warrant
Shares are being offered for at least the longest period of time for which the
registration statement remains effective for the benefit of any other
participant in such registration, and from time to time will amend or supplement
such registration statement and the prospectus contained therein as to the
extent necessary to comply with the Securities Act and any applicable state
securities statute or regulation. The Company will also provide the holder of
Warrant Shares with as many copies of the prospectus contained in any such
registration statement as it may reasonably request. As a condition to inclusion
of Warrant Shares in any registration of shares of the Company, the
Warrantholder shall enter into such Underwriting Agreement having usual and
customary terms, including customary representations, warranties, indemnities
and other agreements, PROVIDED, HOWEVER, that no such agreement shall require
the Warrantholder to make any representation or warranty or indemnification
based thereon concerning the Company unless the same is based upon the actual
knowledge of the Warrantholder. Representations as to the Warrantholder's title
to shares, authorization and accuracy of written information provided by such
Warrantholder shall be given without qualification as to knowledge. In no event
shall the Warrantholder be obligated to indemnify in any amount in excess of the
proceeds received by the Warrantholder.
(c) INDEMNIFICATION OF WARRANTHOLDER. In the event that the Company
registers the Warrant Shares under the Securities Act, the Company will
indemnify and hold harmless the Warrantholder and each underwriter of the
Warrant Shares so registered (including any broker or dealer through whom such
shares may be sold) and each Person, if any, who controls such Warrantholder or
any such underwriter within the meaning of Section 15 of the Securities Act from
and against any and all losses, claims, damages, expenses or liabilities, joint
or several, to which they or any of them become subject under the Securities Act
or under any other statute or at common law or otherwise, and, except as
hereinafter provided, will reimburse the Warrantholder, each such underwriter
and each such controlling Person, if any, for any legal or other expenses
reasonably incurred by then or any of them in connection with investigating or
defending any actions whether or not resulting in any liability, insofar as such
losses, claims, damages, expenses, liabilities or actions arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in the registration statement, in any preliminary or amended
preliminary prospectus or in the final prospectus (in each case as from time to
time amended or supplemented by the Company) or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein not
misleading or any violation by the Company of any rule or regulation promulgated
under the Securities Act applicable to the Company and relating to action or
inaction required of the Company in connection with such registration, unless
such untrue statement or omission was made in such registration statement,
preliminary or amended, preliminary prospectus or prospectus in reliance upon
and in conformity with information furnished in writing to the Company in
connection therewith by any such Warrantholder, any such underwriter or any such
controlling person expressly for use therein. Promptly after receipt by the
Warrantholder, any underwriter or any controlling person, of notice of the
commencement of any action in respect of which indemnity may be sought against
the Company, such Warrantholder, or such underwriter or such controlling person,
as the case may be, will notify the Company in writing of the commencement
thereof, and, subject to the provisions hereinafter stated, the Company shall
assume the defense of such action (including the employment of counsel, who
shall be counsel satisfactory to such Warrantholder, such underwriter or such
controlling person, as the case may be), and the payment of expenses insofar as
such action shall relate to any alleged liability in respect of which indemnity
may be sought against the Company. Such Warrantholder, any such underwriter or
any such controlling person shall have the right to employ separate counsel in
any such action and to participate in the defense thereof but the fees and
expenses of such counsel shall not be at the expense of the Company unless the
employment of such counsel has been specifically authorized by
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the Company. The Company shall not be liable to indemnify any person for any
settlement of any such action effected without the Company's consent. The
Company shall not, except with the approval of each party being indemnified
under this Section 20(c), consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to the parties being so indemnified of a release from
all liability in respect to such claim or litigation.
(d) EXCHANGE ACT REGISTRATION. If the Company at any time shall list
any of its Common Stock of the type which may be issued upon the exercise of the
Warrant on any national securities exchange and shall register such Common Stock
under the Exchange Act, the Company will, at its expense, simultaneously list on
such exchange and maintain such listing of, all of the Common Stock from time to
time issuable upon exercise of the Warrants. If the Company becomes subject to
the reporting requirements of either Section 13 or Section 15(d) of the Exchange
Act, the Company will use its best efforts to timely file with the Securities
and Exchange Commission such information as the Securities and Exchange
Commission may require under either of said Sections; and in such event, the
Company shall use its best efforts to take all action as may be required as a
condition to the availability of Rule 144 under the Securities Act (or any
successor exemptive rule hereinafter in effect) with respect to such Common
Stock. The Company shall furnish to the Warrantholder forthwith upon request (i)
a written statement by the Company as to its compliance with the reporting
requirements of Rule 144, (ii) a copy of the most recent annual or quarterly
report of the Company as filed with the Securities and Exchange Commission, and
(iii) such other reports and documents as the Warrantholder may reasonably
request in availing itself of any rule or regulation of the Securities and
Exchange Commission allowing a holder to sell any such Warrant Shares without
registration.
(e) DAMAGES. The Company recognizes and agrees that the
Warrantholder will not have an adequate remedy if the Company fails to comply
with this Section 20 and that damages will not be readily ascertainable, and the
Company expressly agrees that, in the event of such failure, it shall not oppose
an application by the Warrantholder of any other person entitled to the benefits
of this Section 20 requiring specific performance of any and all provisions
hereof or enjoining the Company from continuing to commit any such breach of
this Section 20.
(f) FURTHER OBLIGATIONS OF THE COMPANY. Whenever under this Section
20, the Company is required hereunder to register the Warrant Shares, it agrees
that it shall also do the following:
(i) Furnish to the Warrantholder such copies of each preliminary and final
prospectus and such other documents as said Warrantholder may reasonably request
to facilitate the public offering of its Warrant Shares;
(ii) Use its best efforts to register or qualify the Warrant Shares
covered by said registration statement under the applicable securities or "blue
sky" laws of such jurisdictions as the Warrantholder may reasonably request;
provided that the Company shall not be required to register or qualify Warrant
Shares in any jurisdiction in which the Company must consent to a general
consent or service of process, or in which the Company must qualify to do
business by virtue of such registration and the Company is not then otherwise
qualified to do business therein;
(iii) Furnish to the Warrantholder a signed counterpart or a copy
thereof, of:
(1) an opinion of counsel for the Company, dated the effective date
of the registration statement, and
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(2) "comfort" letters signed by the Company's independent public
accountants who have examined and reported on the Company's
financial statements included in the registration statement, to the
extent permitted by the standards of the American Institute of
Certified Public Accountants, covering substantially the same
matters with respect to the registration statement (and the
prospectus included therein) and (in the case of the accountants'
"comfort" letters) with respect to events subsequent to the date of
the financial statements, as are customarily covered in opinions of
issuer's counsel and in accountants' "comfort" letters delivered to
the underwriters in underwritten public offerings of securities, to
the extent that the Company is required to deliver or cause the
delivery of such Opinion or "comfort" letters to the underwriters in
an underwritten public offering of securities;
(iv) Permit the Warrantholder or its counsel or other representatives to
inspect and copy such corporate documents and records as may reasonably be
requested by them;
(v) Furnish to the selling Warrantholder a copy of all documents filed and
all correspondence from or to the Securities and Exchange Commission in
connection with any such offering; and
(vi) Use its best efforts to ensure the obtaining of all necessary
approvals from the National Association of Securities Dealers, Inc.
(g) EXPENSES; TAXES. In the case of a registration hereunder, the Company
shall bear all costs and expenses of each such registration, including, but not
limited to, printing, legal and accounting expenses, Securities and Exchange
Commission filing fees and "blue sky" fees and expenses, PROVIDED, HOWEVER, that
the Company shall have no obligation to pay or otherwise bear: (i) any portion
of the fees or disbursements for the Warrantholder in connection with the
registration of the Warrant Shares, or (ii) any portion of the underwriters
commissions or discounts attributable to the Warrant Shares being offered and
sold by the Warrantholder. The Company covenants and agrees that it will pay
when due and payable any and all federal and state taxes which may be payable in
respect of the issue of this Warrant or any Common Stock or certificate thereof
issuable upon the exercise of this Warrant.
Section 21. NOTICE. All notices and other communications under this
Agreement shall (a) be in writing (which shall include communications by telex
and telecopy), (b) be (i) sent by registered or certified mail, return receipt
requested and postage prepaid, or (ii) delivered by hand, and (c) be given at
the following respective addresses and telex and telecopier numbers and to the
attention of the following Persons:
(i) If to the Company, to it at:
Triton Systems, Inc.
000 Xxxx Xxxxxxxx Xxxxxx
Xxxx Xxxxx, XX 00000
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
Attention: Xxxxxx X. Xxxxxxxx
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18
with a copy to:
Xxxxxxx Xxxxxx, Esq.
Xxxxxxxx, Xxxxxxx & Xxxxxxx, P.C.
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
(ii) If to the Warrantholder, to it at its address as it appears on
the Warrant register maintained by the Company pursuant to
Section 4; for this purpose the address and telex, telecopier
and telephone numbers of the initial Warrantholder and the
Person to whom notices to such Warrantholder shall be sent are
as follows:
The First National Bank of Boston
000 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxxx X. X'Xxxxx, Managing Director
Telecopier No.: 000-000-0000
Telephone No.: 000-000-0000
with a copy to:
Xxxxx X. Xxxx, Esq.
Xxxxxxxxxxx & Xxxxxxxx LLP
Xxx Xxxxxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000-0000
The Company and the Warrantholder may change its address or telex or
telecopier number for purposes of receiving notices hereunder or the person to
whom notices to such party shall be sent by sending a notice thereof
(specifically captioned "Notice of Change of Address") to the other parties to
this Warrant. Notices and other communications hereunder shall be effective or
deemed delivered or furnished (a) if given by mail, on the fifth Business Day
after such communication is deposited in the mail, as provided in this Section
20, (b) if given by telex or telecopier, when such communication is transmitted
to the number as provided in this Section 20 and the appropriate answer back is
received or receipt is otherwise acknowledged, and (c) if given by hand
delivery, when left at the address of the addressee addressed as provided in
this Section 20, except that notices of a change of address, telex or telecopier
number shall not be deemed furnished until received.
Section 22. GOVERNING LAW. This Warrant shall be governed and construed in
accordance with the laws of the State of Mississippi, without regard to the
conflict of laws provisions thereof.
Section 23. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged, or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning hereof.
Section 24. CONFLICT WITH CREDIT AGREEMENT AND SECURITY DOCUMENTS.
Notwithstanding anything herein to the contrary, this Warrant and the rights and
responsibilities of the parties hereto shall be subject to, and void to the
extent of any inconsistency with, the rights and responsibilities
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of such parties as set forth in the Credit Agreement and in the "Security
Documents" (as defined in the Credit Agreement).
Section 25. COVENANTS IN CREDIT AGREEMENT FOR THE BENEFIT OF THE
WARRANTHOLDER. For so long as any of the Warrants or Warrant Shares are
outstanding, the Company shall comply with its covenants in Sections 7.3, 7.4(a)
(provided that no statement of accountants shall be provided), 7.9, 7.10 and 8.6
of the Credit Agreement for the benefit of the Warrantholder, notwithstanding
that the Credit Agreement may have terminated by reason of the termination of
the lending commitments thereunder or for any other reason. Solely for the
purpose of permitting the Warrantholder to enforce such covenants, the defined
term "Lender," as such defined term is incorporated in such Sections, shall be
deemed to include the Warrantholder. The foregoing sections of the Credit
Agreement are incorporated herein by reference and shall survive the earlier
termination of the Credit Agreement. Upon completion of the Company's IPO, the
Company may satisfy all of its obligations under this Section 25 by delivering
to the Warrantholder all reports and other documents provided by the Company to
its Stockholders.
[END OF PAGE]
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[SIGNATURE PAGE TO WARRANT TO PURCHASE COMMON STOCK OF TRITON SYSTEMS, INC.]
IN WITNESS WHEREOF, the Company has caused this Warrant to be issued by
its duly authorized officers and its corporate seal to be hereunto affixed as of
the date first hereinbefore written.
WITNESS: TRITON SYSTEMS, INC.
/s/ Xxxxxxx X. Xxxxxxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
--------------------------- ------------------------------
Name: XXXXXX X. XXXXXXXX
Title: PRESIDENT
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EXHIBIT A
ASSIGNMENT FORM
(To be executed upon assignment of Warrant)
For value received, ________________________ hereby sells, assigns and
transfers unto _________________ (print name and address) the attached Warrant,
together with all its right, title and interest therein, and does hereby
irrevocably constitute and appoint ____________________ as its attorney to
transfer said Warrant on the books TRITON SYSTEMS, INC., a Mississippi
corporation, with full power of substitution in the premises.
Name:
-----------------------------------
-----------------------------------
-----------------------------------
(print name and address)
-----------------------------------
Note: The above signature should correspond
exactly with the name on the face of
the attached Warrant.
Signature:
-----------------------------------
Date:
Signature Guaranteed:
-----------------------------------
22
EXHIBIT B
SUBSCRIPTION FORM
(To be executed upon exercise or of Warrant)
The undersigned hereby irrevocably elects to exercise the right
represented by this Warrant to receive _____ shares of Common Stock and herewith
[check one] [_] tenders payment for such shares in the form of cash or a
certified or ban check in the amount of $_________, or [_] elects to convert the
Warrant directly to Common Stock pursuant to Section 9(b) of the Warrant.
The undersigned requests that a certificate for such shares be registered
in the name of __________________________, whose address is
___________________________ and that such shares be delivered to
________________________ whose address is __________________.
Name:
--------------------------------
--------------------------------
--------------------------------
(Please print name and address)
Signature:
-------------------------------
Date:
Signature Guaranteed:
-------------------------------
