THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. NEITHER
THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, ASSIGNED,
TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF
REGISTRATION UNDER SAID ACT AND UNDER APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM SUCH
REGISTRATION.
_____________(Date) Warrant No. 1997-R-_____
XXXXXX XXXXXX HOLDING CORPORATION
STOCK PURCHASE WARRANT
Registered Owner: ________________
For value received, XXXXXX XXXXXX HOLDING CORPORATION, a Texas
corporation, (the ''Corporation'') grants the following rights to the
Registered Owner, or assigns, of this Warrant:
(a) RESTRICTED STOCK; REGISTRATION. The shares of Common Stock
of the Corporation purchased upon exercise of this Warrant (''Restricted
Stock'') or purchasable upon exercise of this Warrant (''Underlying
Stock'') shall not be transferable except upon the conditions stated
below, which are intended to insure compliance with federal and state
securities laws. If, at the time of exercise of this Warrant by the
Registered Owner, or assigns, the representations and warranties made by
the Registered Owner in the Subscription Agreement of even date herewith
are then current, or representations made by the then current owner of
this Warrant at the time of exercise reflect compliance with Regulation
S, the Company will undertake to cause the Underlying Stock to be issued
to the Registered Owner, or assigns, pursuant to Regulation S. The
certificates representing these shares of stock, unless the same are
registered prior to exercise of this Warrant, or unless the same are
exempt from registration under Regulation S, shall be stamped or
otherwise imprinted with a legend in substantially the following form:
''The securities represented by this Certificate have not been
registered under the Securities Act of 1933, as amended, or the
securities laws of any state. The securities have been
acquired for investment and may not be sold, offered for sale
or transferred in the absence of an effective registration
under the Securities Act of 1933, as amended, and any
applicable state securities laws or an opinion of counsel
satisfactory in form and substance to counsel for the
Corporation that the transaction shall not result in a
violation of state or federal securities laws.''
(b) ISSUE. Upon tender to the Corporation (as defined in
paragraph (f) hereof), the Corporation shall issue to the registered
Owner, or assigns, hereof up to the number of shares specified in
paragraph (c) hereof of fully paid and nonassessable shares of Common
Stock of the Corporation that the registered Owner, or assigns, is
otherwise entitled to purchase.
(c) NUMBER OF SHARES. The total number of shares of Common Stock
of the Corporation that the registered Owner, or assigns, of this Warrant
is entitled to receive upon exercise of this Warrant is __________
(____________) shares, in whole or in part. The Corporation shall at all
times reserve and hold available sufficient shares of Common Stock to
satisfy all conversion and purchase rights represented by outstanding
convertible securities, options and warrants, including this Warrant.
The Corporation covenants and agrees that all shares of Common Stock that
may be issued upon the exercise of this Warrant shall, upon issuance, be
duly and validly issued, fully paid and nonassessable, and free from all
taxes, liens and charges with respect to the purchase and the issuance of
the shares.
(d) EXERCISE PRICE. The exercise price of this Warrant, the
price at which the shares of stock purchasable upon exercise of this
Warrant may be purchased, is $_________ per share.
(e) EXERCISE PERIOD. This Warrant may only be exercised
beginning on ___________, 1997 [41 days after date of warrant] and up to
and including _________, 1998 [one year after date of warrant, less one
day] (''Exercise Period''). If not exercised during this period, this
Warrant and all rights granted under this Warrant shall expire and lapse.
(f) TENDER. The exercise of this Warrant must be accomplished by
actual delivery of the Exercise Price in cash, by wire transfer, by
execution and delivery of a Subscription Agreement in the form attached
hereto, and by actual delivery of a duly executed exercise form, a copy
of which is attached to this Warrant as Exhibit ''1'', properly executed
by the registered Owner, or assigns, of this Warrant, and by surrender of
this Warrant. The payment and exercise form must be delivered,
personally or by mail, to the registered office of the Corporation.
Documents sent by mail shall be deemed to be delivered when they are
received by the Corporation.
IN WITNESS WHEREOF, the Corporation has signed this Warrant by its
duly authorized officers effective as of ___________, 1997.
XXXXXX XXXXXX HOLDING CORPORATION
Corporate Seal By: ______________________________
Xxxxxxx X. Xxxxxx, President
EXHIBIT "1"
Warrant Exercise Form
TO: XXXXXX XXXXXX HOLDING CORPORATION
The undersigned hereby: (1) irrevocably subscribes for and offers
to purchase ____________ shares of Common Stock of XXXXXX XXXXXX HOLDING
CORPORATION, pursuant to Warrant No. 1997-R-_____ heretofore issued to
______________ on ___________, 1997; (2) encloses payment of
$__________________ US for these shares at a price of $_____________ per
share; and (3) requests that a certificate for the shares be issued in
the name of the undersigned and delivered to the undersigned at the
address specified below.
Date: ____________________
INVESTOR NAME: ______________________
By: ______________________________
Printed Name: ____________________
Title: ____________________
Address: ____________________
____________________
Signature guaranteed by:
