EXHIBIT 4.11
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE,
PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND ALL APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF
COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
UNDER SUCH SECURITIES ACT.
Void after
_____, 2002
ID TECHNOLOGIES CORPORATION
WARRANT TO PURCHASE ______SHARES OF COMMON STOCK
This Warrant is issued to ____________________ ("Holder") by
ID Technologies Corporation, a North Carolina corporation (the "Company"), on
____________, 2000 (the "Warrant Issue Date").
1. Purchase of Shares. Subject to the terms and conditions hereinafter set
forth, the holder of this Warrant is entitled, upon surrender of this Warrant at
the principal office of the Company (or at such other place as the Company shall
notify the holder hereof in writing), to purchase from the Company, up to ______
shares of common stock of the Company ("the "Shares") at a purchase price of
$0.40 per share, subject to adjustment as hereinafter provided (the "Exercise
Price").
2. Exercise Period. This Warrant is exercisable during the term commencing
on the date of this Warrant, and ending on the earliest to occur of (a) the
second anniversary of the date hereof, (b) the date and time of the closing of
the Company's sale or transfer of all or substantially all of its assets, or (c)
the date and time of the closing of an acquisition of the Company by another
entity by means of any transaction or series of related transactions (including,
without limitation, any reorganization, merger or consolidation) in which the
stockholders of the Company immediately prior to the consummation of such
transaction do not, immediately following the consummation of such transaction,
have at least fifty percent (50%) of the voting power in the entity surviving
such transaction (provided that the Company has given the holder of this Warrant
at least 30 days prior written notice thereof).
3. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 2 above, the holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(i) the surrender of the Warrant, together with a duly executed copy
of the form of subscription attached hereto, to the Secretary of the
Company at its principal offices; and
(ii) the payment to the Company of an amount equal to the aggregate
Exercise Price for the number of Shares being purchased.
4. Certificates for Shares. Upon the exercise of the purchase rights
evidenced by this Warrant, one or more certificates for the number of Shares so
purchased shall be issued as soon as practicable thereafter, and in any event
within fifteen (15) days of the delivery of the subscription notice.
Certificates for the Shares will contain a legend substantially in the following
form:
The shares of stock evidenced by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), or the laws of any other jurisdiction and they may not be
offered or sold, and may not be made subject to a security
interest, pledged, hypothecated, or otherwise transferred, and no
such transfer will be made by the Company without (1) an
effective registration statement for such transfer under the
Securities Act of 1933, as amended, or (2) an opinion of counsel
reasonably acceptable to the Company that registration is not
required under the Act and applicable state securities laws.
5. Issuance of Shares. The Company covenants that the Shares, when issued
pursuant to the exercise of this Warrant and payment in full of the Exercise
Price therefor, will be duly and validly issued, fully paid and nonassessable
and free from all taxes, liens, and charges with respect to the issuance
thereof.
6. Adjustment of Exercise Price and Number of Shares. The number of and
kind of securities purchasable upon exercise of this Warrant and the Exercise
Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and Other Issuances. If the Company
shall at any time prior to the expiration of this Warrant subdivide its
Common Stock, by split-up or otherwise, or combine its Common Stock, or
issue additional shares of its Common Stock as a dividend with respect to
any shares of its Common Stock, the number of Shares issuable on the
exercise of this Warrant shall forthwith be proportionately increased in
the case of a subdivision or stock dividend, or proportionately decreased
in the case of a combination. Appropriate adjustments shall also be made to
the Exercise Price payable per Share, but the aggregate purchase price
payable for the total number of Shares purchasable under this Warrant (as
adjusted) shall remain the same. Any adjustment under this Section 6(a)
shall become effective at the close of business on the date the subdivision
or combination becomes effective, or as of the record date of such
dividend, or in the event that no record date is fixed, upon the making of
such dividend.
(b) Reclassification, Reorganization and Consolidation. In case of any
reclassification, capital reorganization, or change in the Common Stock of
the Company (other than as a result of a subdivision, combination, or stock
dividend provided for in Section 6(a) above), then, as a condition of such
reclassification, reorganization or change, lawful provision shall be made,
and duly executed documents evidencing the same from the Company or its
successor shall be delivered to the Holder, so that the Holder shall have
the right at any time prior to the expiration of this Warrant to purchase,
at a total price equal to that payable upon the exercise of this Warrant,
the kind and amount of shares of stock and other securities and property
receivable in connection with such reclassification, reorganization, or
change by a holder of the same number of shares of Common Stock as were
purchasable by the Holder immediately prior to such reclassification,
reorganization, or change. In any such case appropriate provisions shall be
made with respect to the rights and interest of the Holder so that the
provisions hereof shall thereafter be applicable with respect to any shares
of stock or other securities and property deliverable upon exercise hereof,
and appropriate adjustments shall be made to the purchase price per share
payable hereunder, provided the aggregate Exercise Price shall remain the
same.
(c) Notice of Adjustment. When any adjustment is required to be made
in the number or kind of shares purchasable upon exercise of the Warrant,
or in the Exercise Price, the Company shall promptly notify the Holder of
such event and of the number of shares of Common Stock or other securities
or property thereafter purchasable upon exercise of this Warrant.
(d) Certain Events. If any change in the outstanding Common Stock of
the Company or any other event occurs as to which the other provisions of
this Section 6 are not strictly applicable or if strictly applicable would
not fairly protect the purchase rights of the Holder in accordance with
such provisions, then the board of directors of the Company shall make an
adjustment in the number of shares available under this Warrant, the
Exercise Price, or the application of such provisions, so as to protect
such purchase rights as aforesaid. The adjustment shall be such as will
give the Holder of the Warrant upon exercise for the same aggregate
Exercise Price the total number, class and kind of shares as he would have
owned had this Warrant been exercised prior to the event and had he
continued to hold such shares until after the event requiring adjustment.
7. No Fractional Shares or Scrip. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.
8. No Stockholder Rights. Prior to exercise of this Warrant, the Holder
shall not be entitled to any rights of a stockholder with respect to the Shares,
including (without limitation) the right to vote such Shares, receive dividends
or other distributions thereon, exercise preemptive rights or be notified of
stockholder meetings, and the Holder shall not be entitled to any notice or
other communication concerning the business or affairs of the Company.
9. Successors and Assigns. The terms and provisions of this Warrant shall
inure to the benefit of, and be binding upon, the Company and the holders hereof
and their respective successors and assigns.
10. Amendments and Waivers. Any term of this Warrant may be amended and the
observance of any term of this Warrant may be waived (either generally or in a
particular instance and either retroactively or prospectively), with the written
consent of the Company and the Holder. Any waiver or amendment effected in
accordance with this Section shall be binding upon each holder of any Shares
purchased under this Warrant at the time outstanding (including securities into
which such Shares have been converted), each future holder of all such Shares,
and the Company.
11. Reservation of Shares. The Company covenants and agrees that it will at
all times reserve and set apart and have a sufficient number of shares of
authorized but unissued Common Stock to provide for the issuance of the Shares
upon the exercise of this Warrant.
12. Assignment. Except as set forth in the Agreement or Section 14 below,
the Holder may freely assign this Warrant, in the sole discretion of the Holder.
13. Governing Law. This Warrant shall be governed by the laws of the State
of North Carolina as applied to agreements among North Carolina residents made
and to be performed entirely within the State of North Carolina.
14. Compliance with Securities Laws. The Holder of this Warrant, by its
acceptance of this instrument, acknowledges that this Warrant is acquired for
the Holder's own account for investment purposes and that this Warrant and the
common stock issuable upon the exercise hereof, respectively, have not been
registered under the Securities Act of 1933, as amended. Accordingly, any
transfer of this Warrant and such common stock, in whole or in part, shall be
subject to legal restrictions. The Holder agrees that it will not offer for sale
or sell, assign or otherwise dispose of (except exercise) this Warrant or any
common stock issuable upon the exercise hereof, except in accordance with
applicable securities laws.
ID TECHNOLOGIES CORPORATION
By:________________________________
Name:
Title:
SUBSCRIPTION
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ID Technologies Corporation
Attention: Corporate Secretary
The undersigned hereby elects to purchase, pursuant to the provisions of
the Warrant, ______ shares of the common stock of ID Technologies.
Payment of the Exercise Price per share required under such Warrant
accompanies this Subscription.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account for investment purposes only, and not
for resale or with a view to distribution of such shares or any part thereof.
WARRANTHOLDER:
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Date:
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Name in which shares should be registered:
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