EXHIBIT 10.7
THIS WARRANT IS NON-TRANSFERABLE. THIS WARRANT AND THE SECURITIES ACQUIRABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. SECURITIES ACQUIRABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR EXEMPTION FROM
REGISTRATION UNDER THE FOREGOING LAWS. ACCORDINGLY, THE SECURITIES ACQUIRABLE
UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF WITHOUT (I) AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO NS8
CORPORATION THAT SUCH SALE, TRANSFER OR OTHER DISPOSITION MAY LAWFULLY BE MADE
WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES LAWS OR (II) SUCH REGISTRATION.
[GRAPHIC OMITTED]
NON-TRANSFERABLE WARRANT
TO PURCHASE
SHARES OF COMMON STOCK
For value received, XXXXXXXXXX INVESTOR RELATIONS, INC. ("RIR") at 0000 Xxxxxx
xx xxx Xxxxxxxx, Xxx Xxxx, XX, 00000, its successors or assigns ("Holder"), is
entitled to purchase from NS8 CORPORATION, a Delaware corporation, at 0000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000 (the "Company"), up to ONE HUNDRED
THOUSAND (100,000) fully paid and non-assessable shares of the Company's Common
Stock or such greater or lesser number of such shares as may be determined by
application of the adjustment provisions of Section 3 of this warrant, for a
period of five (5) years from the date of this Warrant Certificate, at the price
of US$0.16 per share (the "warrant exercise price"), expiring at 5:00 p.m.
Seattle, Washington time on MARCH 7, 2011.
This warrant is subject to the following terms and conditions:
1. EXERCISE. The rights represented by this warrant may be exercised by
the Holder, in whole or in part, by written election, in the form set forth
below, by (i) the surrender of this warrant (properly endorsed if required) at
the principal office of the Company, (ii) payment to it by cash, certified check
or bank draft of the warrant exercise price for the shares to be purchased and
(iii) delivery of (A) a written opinion of counsel or other evidence
satisfactory to the Company to the effect that the warrants and the shares
issuable upon exercise of this warrant have been registered under the Securities
Act of 1933, as amended (the "Securities Act") and applicable state securities
laws or are exempt from registration thereunder or (B) the representation that
at the time this warrant is exercised by the original purchaser of this warrant
from the Company such Holder's representations and warranties made to the
Company in the Subscription Agreement remain true, accurate and correct as of
the date of exercise. The shares so purchased shall be deemed to be issued as of
the close of business on the date on which this warrant has been exercised by
payment to the Company of the warrant exercise price. Certificates for the
shares of stock so purchased, bearing an appropriate restrictive legend, shall
be delivered to Holder within 15 days after the rights represented by this
warrant shall have been so exercised, and, unless this warrant has expired, a
new warrant representing the number of shares, if any, with respect to which
this warrant has not been exercised shall also be delivered to Holder hereof
within such time. No fractional shares shall be issued upon the exercise of this
warrant.
2. CASHLESS EXERCISE. Notwithstanding anything to the contrary
contained in this Warrant, if the resale of the Warrant Shares by the Holder is
not then registered pursuant to an effective registration statement under the
Securities Act of 1933, and if the Exercise Price is less than the then current
Market Price per share of the Common Stock, this Warrant may be exercised by
presentation and surrender of this Warrant to the Company at its principal
offices with a written notice of the Holder's intention to effect a cashless
exercise, including a calculation of the number of shares of common stock to be
issued upon such exercise in accordance with the terms hereof (a "Cashless
Exercise"). In the event of a Cashless Exercise, in lieu of paying the Exercise
Price in cash, the Holder shall surrender this Warrant for that number of shares
of Common Stock determined by multiplying the number of Warrant Shares to which
it would otherwise by entitled by a fraction, the numerator of which shall be
the difference between the then current Market Price per share of the Common
Stock and the Exercise Price, and the denominator of which shall be the then
current Market Price per share of Common Stock.
3. SHARES. All shares of Common Stock (the "Shares") that may be issued
upon the exercise of the rights represented by this warrant shall, upon
issuance, be duly authorized and issued, fully paid and non-assessable shares.
During the period within which the rights represented by this warrant may be
exercised, the Company shall at all times have authorized and reserved for the
purpose of issue or transfer upon exercise of the subscription rights evidenced
by this warrant a sufficient number of shares of its Common Stock to provide for
the exercise of the rights represented by this warrant.
The Shares to be issued to the Holder upon exercise of the rights
represented by this warrant shall be issued pursuant to an exemption from
registration under the Securities Act and applicable securities law. As such,
the Shares are "restricted securities" within the meaning of Rule 144 of the
Securities Act, and the share certificates representing the Shares are to be
legended as follows:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"). THESE SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE 1933 ACT AND IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 OR RULE
144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION
UNDER THE 1933 ACT OR ANY APPLICABLE STATE LAWS AND REGULATIONS GOVERNING
THE OFFER AND SALE OF SECURITIES, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
FURNISHED TO THE COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR
OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY.
HEDGING TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT.
4. ADJUSTMENT. The warrant exercise price shall be subject to
adjustment from time to time as hereinafter provided in this Section 3:
(a) If the Company at any time divides the outstanding shares of its
Common Stock into a greater number of shares (whether pursuant to a
stock split, stock dividend or otherwise), and conversely, if the
outstanding shares of its Common Stock are combined into a smaller
number of shares, the warrant exercise price in effect immediately
prior to such division or combination shall be proportionately adjusted
to reflect the reduction or increase in the value of each such share of
Common Stock.
(b) If any capital reorganization or reclassification of the capital
stock of the Company, or consolidation or merger of the Company with
another corporation, or the sale of all or substantially all of its
assets to another corporation shall be effected in such a way that
holders of the Company's Common Stock shall be entitled to receive
stock, securities or assets with respect to or in exchange for such
common stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, the Holder shall have
the right to purchase and receive upon the basis and upon the terms and
conditions specified in this warrant and in lieu of the shares of the
common stock of the Company immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such
shares of stock, other securities or assets as would have been issued
or delivered to Holder if Holder had exercised this warrant and had
received such shares of common stock immediately prior to such
reorganization, reclassification, consolidation, merger or sale. The
Company shall not effect any such consolidation, merger or sale unless
prior to the consummation thereof the successor corporation (if other
than the Company) resulting from such consolidation or merger or the
corporation purchasing such assets shall assume by written instrument
executed and mailed to Holder at the last address of Holder appearing
on the books of the Company the obligation to deliver to Holder such
shares of stock, securities or assets as, in accordance with the
foregoing provisions, Holder may be entitled to purchase.
(c) Upon each adjustment of the warrant exercise price, Holder shall
thereafter be entitled to purchase, at the warrant exercise price
resulting from such adjustment, the number of shares obtained by
multiplying the warrant exercise price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant hereto
immediately prior to such adjustment and dividing the product thereof
by the warrant exercise price resulting from such adjustment.
(d) Upon any adjustment of the warrant exercise price, the Company
shall give written notice thereof to Holder stating the warrant
exercise price resulting from such adjustment and the increase or
decrease, if any, in the number of shares purchasable at such price
upon the exercise of this warrant, setting forth in reasonable detail
the method of calculation and the facts upon which such calculation is
based.
5. NO RIGHTS AS SHAREHOLDER. This warrant shall not entitle Holder to
any rights as a shareholder of the Company.
6. TRANSFER. This Warrant may not be transferred or assigned in whole
or in part.
7. NOTICES. All demands and notices to be given hereunder shall be
delivered or sent by first class mail, postage prepaid; in the case of
the Company, addressed to its corporate headquarters, 0000 Xxxxx
Xxxxxx, 00xx Xxxxx, Xxxxxxx, XX 00000, until a new address shall have
been substituted by like notice; and in the case of Holder, addressed
to Holder at the address written below, until a new address shall have
been substituted by like notice.
8. GOVERNING LAW. This Warrant shall be interpreted and construed in
accordance with and pursuant to the laws of the State of Delaware
without giving effect to principles of conflicts of laws. The parties
hereto submit to the exclusive jurisdiction of the state and federal
courts situated in King County in the state of Washington for all
disputes arising with respect to this Warrant.
IN WITNESS WHEREOF, the Company has caused this warrant to be executed
and delivered by a duly authorized officer.
Dated: March 7, 2006
NS8 CORPORATION
By:
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Signature
Name: Xxxxxxx X. Xxxx, President and CEO
XXXXXXXXXX INVESTOR RELATIONS, INC.
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(Name of Warrant Holder)
0000 XXXXXX XX XXX XXXXXXXX, XXX, XX 00000
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Print Address
xxxxxxxxxx@xxxxxxxxxxxx.xxx
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Email of contact
WARRANT EXERCISE FORM
(TO BE SIGNED ONLY UPON EXERCISE OF THIS WARRANT)
The undersigned, the Holder of the foregoing warrant, hereby irrevocably elects
to exercise the purchase right represented by such warrant for, and to purchase
thereunder, __________ shares of Common Stock of NS8 CORPORATION at the price of
US$0.16 per share, to which such warrant relates and herewith makes payment of
$__________ therefor in cash, certified check or bank draft and requests that
the certificates for such shares be issued in the name of, and be delivered to
XXXXXXXXXX INVESTOR RELATIONS, INC., whose address is set forth below the
signature of the undersigned. This Warrant Exercise Form may be presented to NS8
CORPORATION no later than 5:00 p.m. on March 7, 2011.
The undersigned represents that it acquired the warrant pursuant to an Investor
Relations Agreement made between NS8 CORPORATION and XXXXXXXXXX INVESTOR
RELATIONS, INC. and dated MARCH 7, 2006.
Dated:
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Signature on behalf of Xxxxxxxxxx Investor Relations, Inc.
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Please print name and address
