EXHIBIT 4.14
THIS WARRANT AND THE SECURITIES PURCHASABLE UPON ITS EXERCISE HAVE BEEN AND WILL
BE, AS THE CASE MAY BE, ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE
DISPOSED OF, UNLESS SO REGISTERED OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE FOR SUCH SALE, TRANSFER, OR DISPOSITION.
WARRANT TO PURCHASE
60,000 SHARES OF
COMMON STOCK OF
ORYX TECHNOLOGY CORP.
FOR VALUE RECEIVED, subject to the terms and conditions herein set forth,
Continental Capital & Equity Corporation ("Holder") is entitled to purchase from
Oryx Technology Corp., a Delaware corporation (the "Company"), at a price per
share as set forth in Section 1 hereof (the "Warrant Price"), the number of
fully paid and non-assessable shares of Common Stock, as hereinafter defined, of
the Company as set forth in Section 2 hereof (the "Shares").
1. WARRANT PRICE. The Warrant Price for each share of Common Stock
purchasable hereunder shall be One Dollar Nine Cents ($1.09) (the "Warrant
Price").
2. NUMBER OF SHARES. The number of Shares issuable upon exercise of this
Warrant shall be sixty thousand (60,000).
3. EXPIRATION OF WARRANT. Subject to earlier termination in accordance
with Section 9 below, this Warrant shall expire and shall no longer be
exercisable after August 9, 2000.
4. NO FRACTIONAL SHARES. This Warrant may not be exercised as to
fractional shares of Common Stock of the Company.
5. NO SHAREHOLDER RIGHTS. This Warrant shall not entitle the Holder to
any of the rights of a stockholder of the Company.
6. REGISTRATION RIGHTS. Holder shall have piggy-back registration rights
with respect to the Warrant and Shares in connection with the first S-3
registration statement (or any replacement form) filed by the Company with the
Securities and Exchange Commission after the date hereof including any such
registration effected on behalf of any stockholders or warrant holders of the
Company. The Company shall give prompt written notice to the Holder of any such
proposed registration, and Holder shall inform the Company in writing, within
five (5) days after receipt of such notice, if Holder desires to register any
Shares in the Company's registration statement. If Holder does not so inform
the Company, the Company shall be entitled to assume that Holder does not wish
to register any Shares in the Company's registration statement and Company shall
be under no obligation to do so.
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The Company shall pay all costs and expenses of any registration
effected pursuant to this Section 6, excluding fees and expenses of counsel for
Holder and underwriting fees, discounts, commissions or expenses of Holder with
respect to the sale of the Shares. The Company shall keep Holder advised in
writing as to the initiation and progress of any registration and as to the
completion thereof and will use its best efforts to maintain the effectiveness
of such registration statement for a period of at least nine (9) months after
the effective date of such registration statement. Holder shall provide such
information to the Company as the Company reasonably requests in order to
facilitate the preparation of any registration statement registering the Shares
and the qualification of such Shares under any state blue sky laws.
7. RESERVATION OF STOCK. The Company covenants that during the period
this Warrant is exercisable it will reserve from its authorized and unissued
shares of Common Stock a sufficient number of shares to provide for the issuance
of the number of shares of Common Stock which are issuable upon the exercise of
this Warrant. The Company agrees that its issuance of this Warrant shall
constitute full authority to its officers to instruct the Company's transfer
agent to issue the necessary certificates for shares of Common Stock upon the
exercise of this Warrant.
8. EXERCISE OF WARRANT.
(a) This Warrant may be exercised by the Holder, in whole or in part,
for not less than twenty thousand (20,000) shares at a time by the surrender of
this Warrant at the principal office of the Company, together with the
Subscription Form attached hereto duly completed and executed, accompanied by
payment in full of the aggregate Warrant Price for the shares of Common Stock
being purchased upon such exercise. The Warrant shall be deemed to have been
exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the Holder shall be treated for
all purposes as the holder of record of such shares as of the close of business
on such date. As promptly as practicable on or after such date, the Company
shall instruct its transfer agent to issue and deliver to the Holder a
certificate or certificates for the number of full shares of Common Stock
issuable upon such exercise.
(b) Issuance of certificates for the Shares upon the exercise of this
Warrant shall be made without charge to the registered holder hereof for any
issue or transfer tax or other incidental expense with respect to the issuance
of such certificates, all of which taxes and expenses shall be paid by the
Company, and such certificates shall be issued in the name of the registered
holder of this Warrant or in such name or names as may be directed by the
registered holder of this Warrant; provided, however, that in the event
certificates for the Shares are to be issued in a name other than the name of
the registered holder of this Warrant, this Warrant, when surrendered for
exercise, shall be accompanied by the Assignment Form attached hereto duly
executed by the Holder hereof, and provided further, that any such transfer
shall comply with Section 10 hereof.
9. AUTOMATIC TERMINATION. In the event of (i) a proposed merger of the
Company with another entity in which the Company will not be a surviving entity
or (ii) the proposed sale of all the capital stock, or substantially all the
assets, of the Company, then the Company shall give the Holder of this Warrant
at least thirty (30) days notice of the proposed effective date and terms of
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such offering or agreements, and if the Warrant has not been exercised within
ten (10) days before the effective date of such offering or agreements, the
Warrant shall be automatically terminated.
10. TRANSFER OR ASSIGNMENT OF WARRANT.
(a) This Warrant, and any rights hereunder, shall not be assigned or
transferred, except as provided herein and in accordance with and subject to the
provisions of (i) applicable state securities laws and (ii) the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder (such
Act and such rules and regulations being hereinafter collectively referred to as
the "Act"). Any purported transfer or assignment made other than in accordance
with this Section 10 shall be null and void and of no force and effect.
(b) This Warrant, and any rights hereunder, may be transferred or
assigned only with the prior written consent of the Company, which shall be
granted only upon receipt by the Company of an opinion of counsel satisfactory
to the Company that (i) the transferee is a person to whom this Warrant may be
legally transferred without registration under the Act and (ii) such transfer
will not violate any applicable law or governmental rule or regulation,
including, without limitation, any applicable federal or state securities law.
Prior to the transfer or assignment, the assignor or transferor shall reimburse
the Company for its expenses, including transfer taxes and attorneys' fees,
incurred in connection with the transfer or assignment.
(c) Any assignment permitted hereunder shall be made by surrender of
this Warrant to the Company at its principal office with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any transfer tax. In
such event the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall be promptly canceled.
11. ADJUSTMENTS TO SHARES.
(a) If the Company at any time shall by split, reverse split,
combination, reclassification, exchange or subdivision of securities or
otherwise, change any of the securities as to which purchase rights under this
Warrant exist into the same or a different number of securities of any other
class or classes of securities, this Warrant shall thereafter represent the
right to acquire such number and kind of securities as would have been issuable
as the result of such change with respect to the securities which were subject
to the purchase rights under this Warrant immediately prior to such combination,
reclassification, exchange, subdivision or other change.
(b) If the Company at any time shall combine or subdivide its Common
Stock, the Warrant Price shall be proportionately decreased in the case of a
subdivision, or proportionately increased in the case of a combination.
(c) If the Company at any time shall pay a dividend payable in, or
make any other distribution of Common Stock (except any distribution
specifically provided for in the foregoing subsection (a)), then the Warrant
Price shall be adjusted, from and after the date of determination of
stockholders entitled to receive such dividend or distribution, to that price
determined by multiplying the Warrant Price in effect immediately prior to such
date of
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determination by a fraction (i) the numerator of which shall be the total number
of shares of Common Stock outstanding immediately prior to such dividend or
distribution, and (ii) the denominator of which shall be the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution. The Holder shall thereafter be entitled to purchase, at the
Warrant Price resulting from such adjustment, the number of shares of Common
Stock (calculated to the nearest whole share) obtained by multiplying the
Warrant Price in effect immediately prior to such adjustment by the number of
shares of Common Stock issuable upon the exercise hereof immediately prior to
such adjustment and dividing the product thereof by the Warrant Price resulting
from such adjustment.
12. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new warrant identical in tenor and date in lieu of this
Warrant.
13. GENERAL. This Warrant shall be governed by and interpreted in
accordance with the laws of the State of California. The headings in this
Warrant are for purposes of convenience and reference only and shall not be
deemed to constitute a part hereof. Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally but rather only by an
instrument in writing signed by the Company and the Holder. All notices and
other communications from the Company to the Holder shall be mailed by
first-class registered or certified mail, postage pre-paid, to the address
furnished to the Company in writing by the last Holder who shall have furnished
an address to the Company in writing.
14. AMENDMENT AND WAIVER. Any provisions of this Warrant (including,
without limitation, termination of exercisability) may be amended or waived, and
any and all such amendments or waivers shall be binding upon the Holder, if
approved in writing by the Company and the Holder.
Issued this 10th day of August, 1998.
Oryx Technology Corp.
By: /S/XXXXXXX XXXXXXXXX
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Xxxxxxx Xxxxxxxxx, Chief Financial Officer
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SUBSCRIPTION FORM
The undersigned registered owner of the Warrant which accompanies this
Subscription Form hereby irrevocably exercises such warrant for, and purchases,
______ shares of Oryx Technology Corp. Common Stock, purchasable upon the
exercise of such Warrant, and herewith makes payment therefor, all at the price
and on the terms and conditions specified in such Warrant.
Dated:
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(Signature of Registered Owner)
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(Name)
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(Street Address)
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(City, State, Zip Code)
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FORM OF ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto:
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(Name and address of assignee must be printed or typewritten)
___________ shares of Oryx Technology Corp. Common Stock purchasable under the
within Warrant, hereby irrevocably constituting and appointing
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Attorney to transfer said Warrant on the books of the Company, with full power
of substitution in the premises.
Dated:
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(Signature of Registered Owner)
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