DESTRON FEARING CORPORATION
WARRANT AGREEMENT
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.
This Warrant Agreement (this "Agreement") is entered into as of March 15,
1999 by and between Destron Fearing Corporation, a Delaware corporation (the
"Company"), and Data Sales Co., Inc., a Minnesota corporation, or its assignees
(the "Holder").
RECITALS
WHEREAS, the Company has agreed to grant to Holder warrants to purchase
shares of Company Common Stock in exchange and in consideration of certain
financing.
NOW, THEREFORE, BE IT RESOLVED, the parties agree hereto as follows:
1. DESCRIPTION; EXECUTION.
(a) The Company agrees to issue to the Holder and the Holder agrees
to accept the Warrant Certificate evidencing the right to
purchase up to two hundred seventy-five thousand (275,000) shares
(the "Warrant Shares") of the Company's $0.01 per share par value
common stock ("Common Stock") at the "Exercise Price" (as defined
below). The Warrant Certificate shall be substantially in the
form annexed hereto as Exhibit A.
(b) This Agreement shall be executed on behalf of the Company by its
President. Upon delivery of this Warrant to the Holder, this
Agreement shall be binding upon the Company, and the Holder shall
be entitled to all the benefits set forth herein.
2. TERM OF WARRANT.
The Warrant shall become exercisable at any time after the date hereof, and
remain exercisable, subject to the conditions set forth in Section 3, until the
close of business on March 15, 2004 (the "Expiration Date").
3. EXERCISE OF WARRANT.
(a) Subject to subsection 3(b) below, at any time until the
Expiration Date, the Holder shall have the right to purchase from
the Company (and the Company shall promptly issue to the Holder)
up to two hundred seventy-five thousand (275,000) fully-paid and
nonassessable shares of Company Common Stock at the Exercise
Price (as defined below), by surrendering
the appropriate Warrant Certificate and the Subscription Form
attached hereto to the Company at its executive offices and
paying the aggregate Exercise Price for the shares to be
purchased, in cash or by check or shares of Company Common Stock.
(b) The Warrant may be exercised in whole and in part but not in
increments of less than 100 shares. In case of a partial
exercise, the Warrant Certificate shall be surrendered and a new
Warrant Certificate of the same tenor and for the purchase of the
number of shares not purchased upon such partial exercise shall
be issued by the Company to the Holder hereof. The Warrants
shall be deemed to have been exercised immediately prior to the
close of business on the date of their surrender for exercise as
provided above, and the person or entity entitled to receive the
shares of Common Stock issuable upon the exercise shall be
treated for all purposes as the holder of such shares of record
as of the close of business on such date. Prior to any such
exercise, neither the Holder nor any person entitled to receive
shares issuable upon exercise shall be, or have any of the rights
of, a shareholder of the Company. Except as provided in Section
5.1, no adjustment shall be made for dividends or other
stockholder rights for which the record date is prior to the date
of exercise. As soon as practicable on or after such date, the
Company shall issue in the name of, and deliver to the person or
persons entitled to receive, a certificate or certificates for
the full number of shares of Common Stock issuable upon such
exercise.
4. EXERCISE PRICE. The initial exercise price for each share of Common Stock
issuable pursuant to the Warrant shall be One and 00/100 Dollars ($1.00)
per Warrant Share, adjusted as provided below (the "Exercise Price"). The
Exercise Price may be paid, at the election of the Holder, in cash,
cashier's check and/or by delivering shares of Common Stock having a
"Current Fair Market Value" (as defined below) equal to the Exercise Price,
including shares which would be deliverable upon exercise of the Warrants
(a "cashless exercise"). The Holder may elect to effectuate a cashless
exercise by delivering to the Company a written notice of its exercise,
stating the number of Warrants to be exercised and that the Exercise Price
shall be paid by cancelling Warrants representing the right to purchase a
number of Warrant Shares having a value equal to such Exercise Price. The
value of such cancelled Warrants shall be the Current Fair Market Value of
the Company Common Stock on the date such notice is first sent or given
less the Exercise Price therefor.
5. EXERCISE PRICE ADJUSTMENTS FOR CERTAIN SPLITS AND COMBINATIONS. The
Exercise Price of the Warrants shall be subject to adjustment from time to
time as follows.
(a) In the event the Company should at any time or from time to time
after the date of this Warrant Agreement ("Grant Date") fix a
record date for the effectuation of a split or subdivision of the
outstanding shares of Common Stock or a dividend or other
distribution payable in additional shares of Common Stock or
other securities or rights convertible into, or entitling
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the holder thereof to receive directly or indirectly, additional
shares of Common Stock (hereinafter referred to as "Common Stock
Equivalents") without payment of any consideration by such holder
for the additional shares of Common Stock or the Common Stock
Equivalents (including the additional shares of Common Stock
issuable upon exercise or exercise thereof), then, as of such
record date (or the date of such dividend distribution, split or
subdivision, if no record date is fixed), the Exercise Price of
the Warrants shall be proportionately decreased and the number of
shares of Common Stock issuable on exercise of each share of such
series shall be increased in proportion to such increase of the
aggregate of shares of Common Stock outstanding and those
issuable with respect to such Common Stock Equivalents.
(b) If the number of shares of Common Stock outstanding at any time
after the Grant Date is decreased by a combination of the
outstanding shares of Common Stock, then, following the record
date of such combination, the Exercise Price for the Warrants
shall be proportionately increased and the number of shares of
Common Stock issuable on exercise of each share of such series
shall be decreased in proportion to such decrease in outstanding
shares.
5.2 OTHER DISTRIBUTIONS. In the event this Company shall declare a
distribution payable in securities of other persons, evidences of
indebtedness issued by the Company or other persons, assets (excluding
cash dividends) or options or rights not referred to in subsection
5.1(a), then, in each such case for the purpose of this Section 5.2,
the Holders of the Warrants shall be entitled to a proportionate share
of any such distribution as though they were the holders of the number
of shares of Common Stock of the Company into which their shares of
Warrants are convertible as of the record date fixed for the
determination of the holders of Common Stock of the Company entitled
to receive such distribution.
5.3 RECAPITALIZATIONS. If at any time or from time to time there shall be
a recapitalization of the Common Stock (other than a subdivision,
combination or merger or sale of assets transaction provided for
elsewhere in this Section 5), provision shall be made so that the
Holders of the Warrants shall thereafter be entitled to receive upon
exercise of the Warrants the number of shares of stock or other
securities or property of the Company or otherwise, to which a holder
of Common Stock deliverable upon exercise would have been entitled on
such recapitalization. In any such case, appropriate adjustment shall
be made in the application of the provisions of this Section 5 with
respect to the rights of the Holders of the Warrants after the
recapitalization to the end that the provisions of this Section 5
(including adjustment of the Exercise Price then in effect and the
number of shares purchasable upon exercise of the Warrants) shall be
applicable after that event as nearly equivalent as may be
practicable.
5.4 NO IMPAIRMENT. This Company will not, by amendment of its Certificate
of Incorporation or through any reorganization, recapitalization,
transfer or assets,
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consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be observed or performed hereunder
by this Company, but it will at all times in good faith assist in
the carrying out of all the provisions of this Section 5 and in the
taking of all such action as may be necessary or appropriate in
order to protect the exercise rights of the Holders of the Warrants
against impairment.
5.5 CERTIFICATE AS TO ADJUSTMENTS. Upon the occurrence of each adjustment
or readjustment of the Exercise Price of Warrants pursuant to this
Section 5, the Company, at its expense, shall promptly compute such
adjustment or readjustment in accordance with the terms hereof and
prepare and furnish to each Holder of Warrants a certificate setting
forth such adjustment or readjustment and showing in detail the facts
upon which such adjustment or readjustment is based. This Company
shall, upon the written request at any time of any Holder of Warrants,
furnish or cause to be furnished to such Holder a like certificate
setting forth (a) such adjustment and readjustment, (b) the Exercise
Price for such warrants at the time in effect, and (c) the number of
shares of Common Stock and the amount, if any, of other property which
at the time would be received upon the exercise of the then
outstanding Warrants.
5.6 NOTICES OF RECORD DATE. In the event of any taking by this Company of
a record of the Holder of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right
to subscribe for, purchase or otherwise acquire any shares of stock of
any class or any other securities or property, or to receive any other
right, this Company shall mail to each Holder of Warrants, at least
twenty (20) days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution or right, and the amount and
character of such dividend, distribution or right.
5.7 RESERVATION OF STOCK ISSUABLE UPON EXERCISE. This Company shall at
all times reserve and keep available out of its authorized but
unissued shares of Common Stock, solely for the purpose of effecting
the exercise of the Warrants, such number of its shares of Common
Stock as shall from time to time be sufficient to effect the exercise
of all outstanding Warrants to purchase all shares of Common Stock
underlying the Warrants; and if at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to effect
the exercise of all outstanding Warrants to purchase all shares of
Common Stock underlying the Warrants, in addition to such other
remedies as shall be available to the Holder of such Warrants, this
Company will take such corporate action as may, in the opinion of its
counsel, be necessary to increase its authorized but unissued shares
of Common Stock to such number of shares as shall be sufficient for
such purposes, including, without limitation, engaging in its best
efforts to obtain the requisite shareholder approval of any necessary
amendment to its Certificate of Incorporation.
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5.8 NOTICES. Any notice required by the provisions of this Section 5 to
be given to the Holders of Warrants shall be given as provided in
Section 9.1.
6. REGISTRATION RIGHTS.
6.1 DEFINITIONS.
(a) "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities
Act of 1933, as amended (the "Securities Act").
(b) "Registrable Securities" shall mean (x) shares of Common Stock
issuable upon exercise of the Warrants and (y) any Common Stock
issued as a dividend or other distribution with respect to or in
exchange for or in replacement of the shares referenced in (x)
above; provided, however, that Registrable Securities shall not
include any shares of Common Stock which have previously been
registered or which have been sold to the public.
(c) The terms "register," "registered" and "registration" shall refer
to a registration effected by preparing and filing with the
Commission a registration statement in compliance with the
Securities Act and applicable rules and regulations thereunder,
and the declaration or ordering of the effectiveness of such
registration statement by the Commission.
(d) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including,
without limitation, all registration, qualification, and filing
fees, printing expenses, escrow fees, fees and disbursements of
counsel for the Company, blue sky fees and expenses of any
regular or special audits incident to or required by any such
registration, but shall not include selling expenses and fees and
disbursements of counsel for the Holder.
(e) "Rule 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time
to time, or any similar successor rule that may be promulgated by
the Commission.
(f) "Rule 145" shall mean Rule 145 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time
to time, or any similar successor rule that may be promulgated by
the Commission.
6.2 "PIGGYBACK" REGISTRATION. During the period beginning with the Grant
Date and ending 5:00 p.m., Central Time, on March 15, 2004, if the
Company shall determine to register any of its shares of Common Stock
in a firm commitment public offering for its own account, other than a
registration relating solely to a Rule 145 transaction on Form S-4 or
any successor registration statement, a registration on Form S-8 or
any successor registration statement, or a registration on any
registration form that does not permit secondary sales, the Company
will:
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(a) promptly give to Holder written notice thereof;
(b) use its best efforts to include in such registration (and any
related qualification under the blue sky laws or other
compliance), except as set forth in Sections 6.4 and 6.5 below,
and in any underwriting involved therein, all the Registrable
Securities specified in a written request or requests, made by
Holder within twenty (20) days after the written notice from the
Company described in clause 6.2(a) above is given, which written
request may specify all or a part of Holder's Registrable
Securities; and
(c) pay all Registration Expenses, other than the selling expenses of
Holder's Registrable Securities.
6.3 DEMAND REGISTRATION.
(a) In the event that the Company has not registered the Registrable
Securities on or before March 15, 2001, then for the period from
March 15, 2001 until 5:00 p.m., Central Time, on March 15, 2004,
the Holder shall be entitled to one demand registration of the
Registrable Securities on the following terms and conditions:
(i) The Company shall have received a written request of the
Holders requesting registration of all Registrable
Securities (a "Demand"); and
(ii) Such demand registration rights may not be exercised (A)
after the Company has initiated any previous demand
registration or (B) in any particular jurisdiction in which
the Company would be required to execute a general consent
to service of process in effecting such registration.
Within twenty (20) days after delivery of such written notice, the Company
shall file with the Commission the registration including all Registrable
Securities.
6.4 UNDERWRITING. If the registration of which the Company gives notice
is for a registered public offering involving an underwriting, the
Company shall so advise the Holder as a part of the written notice.
In such event, the right of the Holder to registration pursuant to
this Section 6 shall be conditioned upon Holder's participation in
such underwriting and the inclusion of the Holder's Registrable
Securities in the underwriting to the extent provided herein. The
Holder shall (together with the Company) enter into an underwriting
agreement in customary form with the representative of the underwriter
or underwriters selected by the Company.
6.5 EXCLUSION OF REGISTRABLE SECURITIES. Notwithstanding any other
provisions of this Section 6, if the representative of the
underwriters advises the Company in writing that marketing factors
require a limitation on the number of shares to be
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underwritten, the representative may (subject to the limitations set
forth below) exclude all Registrable Securities from, or limit the
number of Registrable Securities to be included in, the registration
and underwriting. The Company shall so advise the Holder, and the
number of shares that are entitled to be included in the registration
and underwriting shall be allocated first to the Company for
securities being sold for its own account and thereafter to the
Holder, pro rata with any other holders of Common Stock having
registration rights. If a Holder does not agree to the terms of any
such underwriting, such Holder shall be excluded therefrom by
written notice from the Company or the underwriter. Any Registrable
Securities or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.
If shares of the Holder are so withdrawn from the registration or if
the number of shares of Registrable Securities of the Holder to be
included in such registration was previously reduced as a result of
marketing factors, in any subsequent registration in which the Holder
is permitted to participate under this Section 6, the Company shall
then offer to the Holder the right to include additional securities in
the registration in an aggregate amount equal to the number of shares
so withdrawn, with such shares to be allocated among the persons
requesting additional inclusion pro rata amongst those persons
requesting inclusion.
6.6 REGISTRATION PROCEDURES. In the case of each registration effected by
the Company pursuant to Section 6, the Company will keep Holder
advised in writing as to the initiation of each registration and as to
the completion thereof, at its expense, and the Company will use its
best efforts to:
(a) Keep such registration effective for a period of one hundred
twenty (120) days or until the Holder has completed the
distribution described in the registration statement relating
thereto, whichever first occurs; provided, however, that (x) such
120-day period shall be extended for a period of time equal to
the period the Holder refrains from selling any securities
included in such registration at the request of an underwriter of
Common Stock (or other securities) of the Company; and (y) in the
case of any registration of Registrable Securities on Form S-3
which are intended to be offered on a continuous or delayed
basis, such 120-day period shall be extended, if necessary, to
keep the registration statement effective until all such
Registrable Securities are sold, but only if Rule 415 under the
Securities Act, or any successor rule under the Securities Act,
permits an offering on a continuous or delayed basis, and
provided further that applicable rules under the Securities Act
governing the obligation to file a post-effective amendment
permit, in lieu of filing a post-effective amendment that (I)
includes any prospectus required by Section 10(a)(3) of the
Securities Act or (II) reflects facts or events representing a
material or fundamental change in the information set forth in
the registration statement, the incorporation by reference of
information required to be included in (I) and (II) above to be
contained in periodic reports filed
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pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 in the registration statement;
(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus
used in connection with such registration statement as may be
necessary to comply with the provisions of the Securities Act
with respect to the disposition of all securities covered by such
registration statement;
(c) Furnish such number of prospectuses and other documents incident
thereto, including any amendment of or supplement to the
prospectus, as the Holder from time to time may reasonably
request;
(d) Notify the Holder at any time when a prospectus relating thereto
is required to be delivered under the Securities Act of the
happening of any event as a result of which the prospectus
included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state
a material fact required to be stated therein or necessary to
make the statements therein not misleading or incomplete in the
light of the circumstances then existing, and at the request of
Holder, prepare and furnish to the Holder a reasonable number of
copies of a supplement to or an amendment of such prospectus as
may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an
untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading or incomplete in the light of
the circumstances then existing;
(e) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which
similar securities issued by the Company are then listed;
(f) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and
a CUSIP number for all such Registrable Securities, in each case
not later than the effective date of such registration; and
(g) Otherwise use its best efforts to comply with all applicable
rules and regulations of the Commission, and make available to
its security holders, as soon as reasonably practicable, an
earnings statement covering the period of at least twelve months,
but not more than eighteen months, beginning with the first month
after the effective date of the Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a)
of the Securities Act.
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7. FRACTIONAL SHARES; ISSUANCE OF SHARES; LEGENDS.
7.1 FRACTIONAL SHARES. The Company shall not be required to issue
fractional shares of Company Common Stock on the exercise of a
Warrant. If any fraction of a share of Common Stock would, except for
the provisions of this Section 7, be issuable on the exercise of a
Warrant (or specified portion thereof), the Company shall in lieu
thereof pay an amount in cash equal to the then Current Fair Market
Value, multiplied by such fraction. For purposes of this Agreement,
the term "Current Fair Market Value" shall mean (i) if the Common
Stock is traded in the over-the-counter market and not quoted on The
Nasdaq SmallCap Market or The Nasdaq National Market or on any
national securities exchange, the average of the per share closing bid
prices of the Common Stock on the 10 consecutive trading days
immediately preceding the date in question, as reported by Nasdaq or
an equivalent generally accepted reporting service, or (ii) if the
Common Stock is quoted on The Nasdaq SmallCap Market or The Nasdaq
National Market or on a national securities exchange, the average for
the 10 consecutive trading days immediately preceding the date in
question of the daily per share closing prices of the Common Stock as
quoted on The Nasdaq SmallCap Market or The Nasdaq National Market or
on the principal stock exchange on which it is listed, as the case may
be, or (iii) if the Common Stock is not publicly traded or quoted on
The Nasdaq SmallCap Market or The Nasdaq National Market, the fair
market value as determined by the Board of Directors of the Company
based on (with appropriate adjustments) the most recent purchases of
the Company's Common Stock and/or other relevant factors, including
the Company's income and assets or evaluation reports received by the
Company.
7.2 ISSUANCE OF SHARES. All shares of Common Stock issued upon exercise
of a Warrant will be duly authorized, validly issued, fully paid and
nonassessable.
7.3 LEGENDS. If the Common Stock to be issued upon exercise of this
Warrant has not been registered under the Securities Act of 1933, as
amended, then the stock certificates representing such shares of
Common Stock shall bear a legend substantially in the following form:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE
STATE SECURITIES LAWS AND ARE RESTRICTED SECURITIES. SUCH SECURITIES
MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR
AN EXEMPTION THEREFROM UNDER THE ACT AND STATE SECURITIES LAWS.
8. TRANSFERABILITY. The Warrant or the Shares of Company Common Stock
underlying the Warrant may be transferred and the Company shall be required
to register any transfer on the books of the Company; provided, however,
the Company may request an opinion of
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counsel satisfactory to it prior to such transfer that registration under
the Securities Act and applicable state securities laws is not required
in connection with the transaction resulting in such transfer. Each new
Warrant or Company Common Stock certificate issued upon any transfer as
above provided shall bear an appropriate investment legend, except that
such Warrant or Company Common Stock certificate shall not bear such
restrictive legend if the opinion of counsel referred to above is to
further effect that such legend is not required in order to establish
compliance with the provisions of the Securities Act or if such
transfer is made in accordance with the provisions of Rule 144(k)
promulgated under the Securities Act. The Warrant may also be
transferred by will or by devise and by the laws of descent.
9. MISCELLANEOUS.
9.1 NOTICES. All notices, requests, demands and other communications
required or permitted to be given hereunder shall be deemed to have
been duly given if in writing and delivered personally, given by
prepaid telegram, or mailed first class, postage prepaid, registered
or certified mail, return receipt requested, to the following
addresses:
If to the Company: Destron Fearing Corporation
000 Xxxxxxxx Xxxxxx
Xxxxx Xx. Xxxx, Xxxxxxxxx 00000
Attention: President
With a copy to: Winthrop & Weinstine, P.A.
3000 Xxxx Xxxxxxxx Plaza
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxxxxx, Esq.
If to the Holder: Data Sales Co., Inc.
0000 Xxxx Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Attention: President
With a copy to: Xxxxxxx XxxXxxxxx, Esq.
Data Sales Co., Inc.
0000 Xxxx Xxxxxxxxxx Xxxxxxx
Xxxxxxxxxx, XX 00000
Any party may change the address to which such communications are to be
directed to it by giving written notice to the other party pursuant to the
terms of this Section. Except as otherwise provided in this Warrant, all
notices shall be deemed to be given when delivered in person, or if placed in
the mail as aforesaid, then two (2) days thereafter.
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9.2 MODIFICATIONS. The parties may, by mutual consent, amend, modify,
supplement and waive any right under this Warrant in any manner agreed
by them in writing at any time.
9.3 ENTIRE AGREEMENT. This Agreement, and any documents, instruments or
agreements specifically referred to herein, set forth the entire
agreement and understanding of the parties with respect to the
transactions contemplated hereby and supersede all prior agreements,
arrangements and understandings relating to the subject matter hereof.
9.4 HEADINGS. The section and paragraph headings contained in this
Agreement are for convenient reference only, and shall not in any way
affect the meaning or interpretation hereof.
9.5 GOVERNING LAW; ARBITRATION. This Agreement shall be governed by and
construed in accordance with the laws of the State of Minnesota,
without any regard to the choice of law provisions thereof. Any
dispute arising under this Agreement shall be resolved by binding
arbitration under the rules of commercial arbitration of the American
Arbitration Association in Xxxxxx County, Minnesota.
9.6 SEVERABILITY. If any provision of this Agreement shall be held to be
invalid, illegal or unenforceable, it shall be deemed severable from
the remaining provisions of this Agreement, which shall remain in full
force and effect.
9.7 WAIVER. No waiver of any provision of this Agreement or any breach
thereof shall be deemed or shall constitute a waiver of any other
provision hereof (whether or not similar) or any other breach
hereunder nor shall such waiver constitute a continuing waiver.
Either party may waive performance of any provision of this Agreement,
the non-performance of which would otherwise constitute a breach of
this Agreement, including, but not limited to, the non-performance of
any condition precedent to such party's performance, without affecting
the enforceability of this Agreement or the provisions contained
herein.
9.8 HEIRS, SUCCESSORS AND ASSIGNS. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the
respective heirs, successors and assigns of the parties hereto.
Holders may transfer and assign the Warrants only as provided in
Section 8, and any assignment in violation of the foregoing shall be
void.
(The remainder of this page was left blank intentionally.)
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9.9 ATTORNEYS' FEES. If any legal action is instituted to enforce or
interpret the terms of this Agreement, the prevailing party in such
action shall be entitled to actual attorneys' fees in addition to any
other relief to which the party is entitled.
IN WITNESS WHEREOF, the parties have executed this instrument as of the
date first written above.
Destron Fearing Corporation,
a Delaware corporation
By: /s/ Xxxxxxxx X. Xxxxxxxx
------------------------------------
Xxxxxxxx X. Xxxxxxxx, President and
Chief Executive Officer
"HOLDER"
Data Sales Co., Inc.,
a Minnesota corporation
By: /s/ X. X. Xxxxxxxx
------------------------------------
Xxxxxx Xxxxxxxx
Its: President
------------------------------------
Title Typed or Printed
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