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: October 20, 1997 Warrant No. 1997-S-02
XXXXXX XXXXXX HOLDING CORPORATION
STOCK PURCHASE WARRANT
Registered Owner: X.X. Xxxxx, Inc.
For value received, XXXXXX XXXXXX HOLDING CORPORATION, a Texas
corporation, (the ''Corporation'') grants the following rights to the
registered owner 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. The certificates representing these shares of stock,
unless the same are registered prior to exercise of this Warrant, 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 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 is otherwise entitled to purchase.
(c) NUMBER OF SHARES. The total number of shares of Common Stock
of the Corporation that the registered owner of this Warrant is entitled
to receive upon exercise of this Warrant is One Hundred Thousand
(100,000) shares. 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 One and one-half Dollars ($1.50) per share.
(e) EXERCISE PERIOD. Provided, that this Warrant may only be
exercised up to and including October 19, 2000 (''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, certified check, or
official bank draft in lawful money of the United States of America, 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 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 October 20, 1997.
XXXXXX XXXXXX HOLDING CORPORATION
Corporate Seal By: __________________________________
F. Xxxxxxx Xxxxxxxxxx, Xx., Vice President
EXHIBIT "1"
Warrant Exercise Form
TO: XXXXXX XXXXXX HOLDING CORPORATION
The undersigned hereby: (1) irrevocably subscribes for and offers
to purchase One Hundred Thousand (100,000) shares of Common Stock of
XXXXXX XXXXXX HOLDING CORPORATION, pursuant to Warrant No. 1997-S-02
heretofore issued to the undersigned on October 20, 1997; (2) encloses
payment of One Hundred Fifty Thousand and No/100 Dollars ($150,000) for
these shares at a price of One and one-half Dollars ($1.50) 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: X.X. Xxxxx, Inc.
By: ______________________________
Printed Name: ____________________
Title: ____________________
Address: ____________________
____________________
Signature guaranteed by:
