Exhibit 4.7
Altair International, Inc./de Jong & Associates Inc. Agreement
WARRANT TO PURCHASE SHARES
Neither this Warrant nor the securities issuable upon exercise hereof have been
registered under the Securities Act of 1933, as amended, or under any State
Securities Laws and may not be transferred in violation of such Act or Laws, the
Rules and Regulations thereunder, or the provisions of this Warrant.
Warrant to purchase 75,000 shares of common stock of Altair International, Inc.
February 15, 2000
This Is To Certify That de Jong & Associates, Incorporated of 000 X.
Xxxxx Xxx 000, Xxxxx 0, Xxxxxxxxx, Xxxxxxxxxx 00000 (hereinafter referred to as
the "Warrantholder") is entitled, upon the due exercise hereof and subject to
the terms and conditions hereof, at any time commencing on the date of this
warrant (the "Commencement Date"), and ending on the third anniversary of the
Commencement Date (the "Expiration Date"), to purchase from Altair
International, Inc. (the "Company"), and the Company shall issue and sell to the
Warrantholder, the number of shares of common stock (the "Common Stock"), of the
Company (the "Warrant Shares") set forth above upon presentation of this
Warrant, together with the notice of exercise at the office of the Company, and
upon simultaneous payment therefor at an exercise price per Warrant Share equal
to U.S. $4.00 (Four dollars U.S. funds) (the "Exercise Price"). The number of
Warrant Shares issuable upon exercise of this Warrant and the Exercise Price are
subject to adjustment as provided in Section 3 of this Warrant.
1. Transfer Restrictions
The Warrantholder acknowledges that it may not sell, transfer, assign,
hypothecate, or otherwise dispose of this Warrant after the Commencement Date,
unless such sale, transfer assignment, hypothecation, or other disposition is in
accordance with applicable federal and state securities laws, and the
Warrantholder's counsel has issued a favorable opinion regarding such transfer.
In connection with the Warrantholder's compliance with applicable federal and
state securities laws, the Company may require such other documentation
reasonably satisfactory to the Company evidencing compliance with such laws.
2. Time of Exercise
This Warrant may be exercised in whole or in part, and from time to time, at any
time after the date hereof, but not after 5:00 p.m. on the Expiration Date.
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3. Adjustments
If the Company shall at any time declare or pay a dividend or make any other
distribution upon any capital stock of the Company payable in Common Stock or
securities convertible into Common Stock, subdivide its outstanding Common Stock
into a greater number of shares, the total number of Warrant Shares then
remaining subject to purchase hereunder shall be changed in proportion to such
change in issued shares of Common Stock as if the Warrant Shares remaining
subject to purchase hereunder shall be changed in proportion to such change in
issued shares of Common Stock as if the Warrant Shares remaining subject to
purchase under this Warrant were issued shares of Common Stock on the record
date for such stock dividend, stock split, or stock combination and the Exercise
Price per Warrant Share shall be adjusted so that the total consideration
payable to the Company upon the purchase of all Warrant Shares not theretofore
purchased shall not be changed. Appropriate readjustment shall be made in the
event that any dividend referred to in this Section shall be lawfully abandoned.
4. Investment Intent
The Warrantholder is acquiring this Warrant, and will acquire any Warrant Shares
upon the exercise hereof, for investment purposes only and not with a view to a
distribution thereof.
5. Delivery of Warrant Shares
As promptly as practicable after the receipt of this Warrant, the Notice of
Exercise, and the Exercise Price, the Company shall deliver to the Warrantholder
the requested certificates for the Warrant Shares issuable upon such exercise.
Such exercise shall be deemed to have been effected at the close of business on
the date of which the Notice of Exercise and the Exercise Price shall have been
received by the Company regardless of any delay in the actual issuance of stock
certificates.
6. Loss or Destruction
Upon receipt of evidence satisfactory to the Company of the loss, theft,
mutilation, or destruction of any Warrant, and in the case of any such loss,
theft or destruction upon delivery of a bond of indemnity in such form and
amount as shall be reasonably satisfactory to the Company, or in the event of
such mutilation upon surrender and cancellation of the Warrant, the Company will
make and deliver a new Warrant of like tenor, in lieu of such lost, stolen,
destroyed, or mutilated Warrant. Any new Warrant issued under the provisions of
this Section 7 in lieu of any Warrant alleged to be lost, destroyed, or stolen,
or in lieu of any mutilated Warrant, shall constitute an original contractual
obligation on the part of the Company.
7. Successors and Assigns
This Warrant and the right evidenced hereby shall inure to the benefit of and be
binding upon the successors and assigns of the Company and the Warrantholder.
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8. Amendment
This Warrant may not be modified or amended except by an instrument in writing
signed by the Company and the holder hereof.
9. Governing law
This Warrant shall be governed by and construed in accordance with the internal
substantive laws of the State of California.
In Witness Whereof, the Company has caused this Warrant to be executed
and delivered on the date first above written.
ALTAIR INTERNATIONAL, INC.
By:/s/Xxxxxxx X.Xxxx
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Xxxxxxx X. Xxxx, President
