THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii) UPON FIRST FURNISHING TO
THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER IS NOT
IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE ACT OR ANY STATE SECURITIES
LAW.
Warrant No. 2 463,708 Shares (subject to adjustment)
COMMON STOCK WARRANT
THIS WARRANT dated as of the 14th day of February, 1997 is made by and
between PixTech, Inc., a Delaware corporation (the "Company") and Motorola,
Inc., a Delaware corporation (the "Warrantholder") pursuant to a Common Stock
and Warrant Purchase Agreement (the "Purchase Agreement") dated as of February
6, 1997 between the Company and the Warrantholder.
ARTICLE 1. GRANT OF WARRANT AND EXERCISE PRICE
1.1. Grant of Warrant and Exercise Price. This Warrant entitles the
-----------------------------------
Warrantholder to subscribe for and purchase from the Company up to Four Hundred
Forty Thousand Five Hundred Three (463,708) shares of Common Stock, $0.01 par
value, of the Company (the "Warrant Shares") at a purchase price per share of
$5.50, subject to adjustment (the "Exercise Price"). The right of the
Warrantholder to subscribe for and purchase the Warrant Shares shall become
exercisable as provided in Article 2.
ARTICLE 2. EXERCISE OF WARRANT
2.1. Exercise Period, Expiration Date. This Warrant may be exercised or
---------------------------------
converted in whole or in part during the period commencing on or after February
14, 1997 and ending on December 31, 1998 (the "Expiration Date").
2.2. Procedure for Exercising the Warrant. The Warrantholder may exercise
------------------------------------
this Warrant by executing the Subscription Agreement attached hereto as Exhibit
-------
A and delivering it to the Company and tendering the requisite aggregate
-
Exercise Price for the number of Warrant Shares to be purchased on any business
day during normal business hours.
2.3. Net Exercise of Warrant. In lieu of exercising this Warrant for
------------------------
cash as provided in the preceding Section, the Warrantholder may convert this
Warrant (the "Conversion Right"), in whole or in part, into the number of
Warrant Shares calculated pursuant to the following formula by surrendering this
Warrant (with the Subscription Agreement in the form attached hereto duly
executed) at the principal office of the Company specifying the number of
Warrant Shares the rights to purchase which the Warrantholder desires to
convert:
Y (A - B)
X = -----------
A
where: X = the number of shares of Common Stock, $0.01 par value, of
the Company (the "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;
A = the fair market value of one share of Common Stock;
B = the Exercise Price
As used herein, the fair market value of a share of Common Stock shall mean,
with respect to each share of Common Stock, the closing price per share of the
Company's Common Stock on the Nasdaq National Market System averaged over the 15
trading days ending on the second trading day prior to the date of such
conversion. If at any time such quotations are not available, the current fair
market value of a share of Common Stock shall be the highest price per share
which the Company could obtain from a willing buyer (not a Warrant Holder, any
assignee thereof, current employee or director) for shares of Common Stock sold
by the Company, as determined in good faith by the Board of Directors of the
Company, unless (i) the Company shall become subject to a merger, acquisition or
other consolidation pursuant to which the Company is not the surviving party, in
which case the current fair market value of a share of Common Stock shall be
deemed to be the value received by the holders of the Company's Common Stock for
each share of Common Stock pursuant to such transaction; or (ii) the
Warrantholder shall exercise its Conversion Right to purchase such shares in
conjunction with an underwritten public offering of the Company's Common Stock
pursuant to a registration statement filed under the Securities Act, in which
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case, the fair market value of a share of Common Stock shall be the price per
share at which all registered shares are sold to the public in such offering.
2.4. Delivery of Shares and Remaining Warrant. In the event of any
----------------------------------------
exercise or conversion of this Warrant, certificates for the shares of stock so
exercised or converted shall be delivered to the holder hereof within twenty
(20) business days thereafter and, unless this Warrant has been fully exercised,
converted or expired, a new Warrant representing the portion of the shares, if
any, with respect to which this Warrant shall not then have been exercised or
converted, shall also be issued to the holder hereof within such twenty (20)
business day period. If the Warrant Shares are to be registered in the name of
any entity or person other than the Warrantholder, the Company may require
evidence of compliance by the Warrantholder with all applicable securities laws.
ARTICLE 3. AVAILABILITY OF WARRANT SHARES
3.1. Reservation of Common Stock. The Company covenants and agrees
---------------------------
that it will cause to be kept available out of its authorized and unissued
Common Stock a number of shares of Common Stock that will be sufficient to
permit the exercise in full of this Warrant.
3.2. Authorization of Common Stock. The Company covenants and agrees
-----------------------------
that it will take all such action as may be necessary to ensure that all shares
of Common Stock delivered upon exercise or conversion of this Warrant shall, at
the time of delivery of the certificates for such Warrant Shares, be duly and
validly authorized and issued and fully paid and non-assessable shares.
3.3. Stockholder Rights. Each person or entity in whose name any
------------------
certificate for Warrant Shares is issued upon the exercise of this Warrant shall
for all purposes be deemed to have become the holder of record of the Warrant
Shares represented thereby on, and such certificate shall be dated, the date
upon which the Subscription Agreement was duly executed and payment of the
aggregate Exercise Price was made. Prior to the exercise of this Warrant, the
Warrantholder shall not be entitled to any rights of a stockholder of the
Company with respect to the Warrant Shares for which this Warrant shall be
exercisable, including, without limitation, the right to vote, to receive
dividends or other distributions and shall not be entitled to receive any notice
of any proceedings of the Company, except as provided herein.
3.4. Adjustments. In case the Company shall, at any time or from time
-----------
to time, (i) pay a dividend in Common Stock, or make a distribution in Common
Stock, (ii) subdivide its outstanding Common Stock into a greater number of
shares, (iii) combine its outstanding Common Stock into a smaller number of
shares (including a recapitalization in connection with a consolidation or
merger in which the Company is the continuing corporation), (a) the Exercise
Price in effect on the record date for such dividend or on the effective date of
such subdivision or combination shall be adjusted by multiplying such Exercise
Price by a
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fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately prior to such event and the denominator of which is the
number of shares of Common Stock outstanding immediately after such event and
(b) the number of Warrant Shares for which this Warrant may be exercised
immediately before such event shall be adjusted by multiplying such number by a
fraction, the numerator of which is the Exercise Price immediately before such
event and the denominator of which is the Exercise Price immediately after such
event.
3.5. Reorganizations. In case of any capital reorganization or
---------------
reclassification of the Common Stock, or any consolidation or merger of the
Company with or into another corporation (other than a merger or consolidation
in which the Company is the continuing corporation and which does not result in
any reclassification of the outstanding shares of Common Stock or the conversion
of such outstanding shares of Common Stock into shares of other stock or other
securities or property), or the sale of all or substantially all of the assets
of the Company as an entirety or substantially as an entirety (collectively such
actions being hereinafter referred to as "Reorganizations"), there shall
thereafter be deliverable upon exercise of this Warrant (in lieu of the number
of Warrant Shares theretofore deliverable) the number of shares of stock or
other securities or property to which a holder of the number of shares of Common
Stock which would otherwise have been deliverable upon the exercise of this
Warrant would have been entitled upon such Reorganization if this Warrant had
been exercised immediately prior to such Reorganization.
3.6. Notice of Adjustments. Whenever the Exercise Price or number of
---------------------
shares deliverable upon exercise of this Warrant shall be adjusted pursuant to
this Article 3, the Company shall promptly prepare a certificate signed by the
principal financial officer of the Company setting forth, in reasonable detail,
the event regarding the adjustment, the amount of the adjustment, the method by
which such adjustment was calculated, and shall promptly cause copies of such
certificate to be provided to the holder of this Warrant as provided in Section
6.1.
ARTICLE 4. WARRANTHOLDER REPRESENTATIONS AND WARRANTIES
The Warrantholder (including any assignee of a Warrantholder pursuant to
Section 6.2) represents and warrants to and covenants with, the Company, as
follows:
4.1. Representations. It understands the risks of investing in
---------------
developing companies such as the Company and can afford a loss of its entire
investment. It is acquiring the Warrant for investment for its own account and
not with the view to, or for resale in connection with, any distribution
thereof. It understands that the Warrant and the Warrant Shares have not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
or any state blue sky laws, by reason of specified exemptions from the
registration provisions of the Securities Act and such laws. It acknowledges
that the Warrant and the Warrant Shares thereof must be held indefinitely unless
they are subsequently
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registered under the Securities Act or an exemption from such registration is
available. It has been advised or is aware of the provisions of Rules 144 and
144A promulgated under the Securities Act, which permit the resale of shares
purchased in a private placement subject to the satisfaction of certain
conditions and that such Rules may not be available for resale of the shares.
It has had an opportunity to discuss the Company's business, management and
financial affairs with its management. It has its principal place of business
in the State of Illinois.
4.2. Restrictions on Transferability. Neither the Warrant, nor the
-------------------------------
Warrant Shares, shall be transferable, except upon the conditions specified in
and in accordance with the terms of this Article 4 and Section 6.2 hereof.
4.3. Restrictive Legend. Unless and until the resale of the Warrant
------------------
Shares pursuant to an effective Registration Statement under Section 11 of the
Purchase Agreement, or until the Warrant Shares may be sold under Rule 144
without restrictions, each certificate representing Warrant Shares, or any other
securities issued in respect of the Warrant Shares, upon any stock split, stock
dividend, recapitalization, merger, consolidation or similar event, shall be
stamped or otherwise imprinted with a legend in substantially the following form
(in addition to any legend required under applicable state securities laws):
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW
AND MAY NOT BE TRANSFERRED EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR (ii)
UPON FIRST FURNISHING TO THE COMPANY AN OPINION OF
COUNSEL SATISFACTORY TO IT THAT SUCH TRANSFER IS NOT
IN VIOLATION OF THE REGISTRATION REQUIREMENTS OF THE
ACT OR ANY STATE SECURITIES LAW.
4.4. Restrictions On and Notice of Proposed Transfers. The Purchaser
------------------------------------------------
agrees that prior to any proposed transfer of any of the Warrant Shares other
than pursuant to the Registration Statement, as defined in Section 11.2(b) of
the Purchase Agreement, the Purchaser shall give written notice to the Company
of its intention to effect such transfer. Each such notice shall describe the
manner and circumstances of the proposed transfer in sufficient detail, and
shall, if requested by the Company, be accompanied by either (a) a written
opinion of legal counsel who shall be reasonably satisfactory to the Company,
addressed to the Company and reasonably satisfactory in form and substance to
the Company's counsel, to the effect that the proposed transfer of the Warrant
Shares may be effected without registration under the Securities Act or under
any applicable state or other securities laws or (b) a "no-action" letter from
the staff of the Securities and Exchange Commission to the effect that the
distribution of such securities without registration will not
-5-
result in a recommendation by the Staff of the Securities and Exchange
Commission that action be taken with respect thereto, whereupon the Purchaser
shall be entitled to transfer such Warrant Shares in accordance with the terms
of the notice delivered to the Company. Each certificate evidencing the Warrant
Shares transferred as provided above shall bear the appropriate restrictive
legend set forth in Section 4.3 above, except that such certificate shall not
bear such restrictive legend if the opinion of counsel or "no-action" letter
referred to above is to the further effect that such legend is not required in
order to comply with any provisions of the Securities Act.
ARTICLE 5. REGISTRATION RIGHTS
The Warrant Shares issuable hereunder are entitled to the benefits of
certain registration rights set forth in Section 11 of the Purchase Agreement.
ARTICLE 6. MISCELLANEOUS
6.1. Notices. Notices or demands relating to this Warrant shall be
-------
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed as follows, or telexed, telecopied, or delivered by overnight or other
courier:
If to the Company: PixTech, Inc.
Avenue Xxxxxxx Xxxxxx
Xxxx Xxxxxxxxxxxx xx Xxxxxxx
00000 Xxxxxxx Xxxxxx
Telephone: 000 000 0000 0000
Telecopy: 011 334 4229 0509
If to the Warrantholder: Motorola, Inc.
0000 X. Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Vice President and Director,
Corporate Business Development
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
or such other address as may be provided by one party to the other in writing.
6.2. Successors and Assigns. (a) All the covenants and provisions of this
----------------------
Warrant by or for the benefit of the Company or the Warrantholder shall bind and
inure to the benefit of their respective successors and assigns hereunder and
this Warrant may be freely assigned; provided that (i) this Warrant, together
with all other Warrants issued pursuant to the Asset Purchase Agreement may not
be held by greater than fifty (50) entities or individuals in the
-6-
aggregate, and (ii) the assignor shall execute a Form of Assignment as attached
hereto as Exhibit B. Any assignment of this Warrant other than in compliance
---------
with this Section 6.2 shall be null and void.
(b) If requested by the Company, any such Form of Assignment shall be
accompanied by either (i) a written opinion of legal counsel who shall be
reasonably satisfactory to the Company, addressed to the Company and reasonably
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed transfer of this Warrant may be effected without registration under
the Securities Act or under any applicable state or other securities laws or
(ii) a "no-action" letter from the staff of the Securities and Exchange
Commission to the effect that the distribution of such securities without
registration will not result in a recommendation by the Staff of the Securities
and Exchange Commission that action be taken with respect thereto, whereupon the
Warrantholder shall be entitled to transfer such Warrant in accordance with the
terms of the notice delivered to the Company.
6.3. Governing Law. This Agreement and the Warrants, and all questions
-------------
relating to the interpretation, construction and enforceability of this
Agreement, shall be governed in all respects by the substantive laws of the
State of Delaware, without regard to the conflicts of law rules of the State of
Delaware.
6.4. Amendments and Waivers. Except as otherwise provided herein, the
----------------------
provisions of this Agreement may not be amended, modified or supplemented, other
than by a written instrument executed by the Company and the Warrantholder.
6.5. Severability. In the event that any one or more of the provisions
------------
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be in any way impaired
thereby, it being intended that all of the rights and privileges of the
Warrantholder shall be enforceable to the fullest extent permitted by law.
6.6. Notice of Capital Changes. In case:
-------------------------
(i) the Company shall declare any dividend or distribution
(whether payable in cash, securities, assets or otherwise) payable to the holder
of its Common Stock;
(ii) there shall be any Reorganization of the Company; or
(iii) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in any one or more of said cases, the Company shall give the holder of
this Warrant written notice, in the manner set forth in Section 5.1, of the date
on which a record shall be
-7-
taken for such dividend or distribution or for determining stockholders entitled
to vote upon such Reorganization, dissolution, liquidation or winding up and of
the date when any such transaction shall take place, as the case may be. Such
written notice shall be given at least thirty (30) days prior to the closing of
the transaction in question and not less than twenty (20) days prior to the
record day in respect thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly
executed and delivered, all as of the date and year first above written.
PIXTECH, INC.
By: /s/ Xxxx-Xxx Grand-Xxxxxxx
--------------------------------------
Name: Xxxx-Xxx Grand-Xxxxxxx
Title: President
WARRANTHOLDER
By: /s/ Xxxx X. Xxxxxx
----------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Vice President
and Director of Finance,
AECG
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EXHIBIT A SUBSCRIPTION AGREEMENT
(To be executed if holder desires to
exercise the Warrant)
To PIXTECH, INC.
1. Check Box that Applies:
[_] The undersigned hereby elects to purchase _________ shares of Common
Stock of pursuant to the terms of the attached Warrant, and tenders herewith
payment of the purchase price of such shares in full.
[_] The undersigned hereby elects to convert the attached warrant into
_________ shares of Common Stock of PixTech, Inc. pursuant to the terms of the
attached Warrant.
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:
-------------------------------------
(Name)
-------------------------------------
-------------------------------------
(Address)
Dated: ______________________, 19___.
WARRANTHOLDER
By:
-----------------------------------
Name:
Title:
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EXHIBIT B FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto _______________________ the right represented by the within Warrant to
purchase ______ shares of Common Stock of PixTech, Inc. to which the within
Warrant relates, and appoints _________________ as its Attorney to transfer such
right on the books of PixTech, Inc. with full power of substitution in the
premises.
Dated:
----------------------------------
(Signature must conform to name of
holder as specified on the face of
this Warrant)
Signed in the presence of:
---------------------------
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