Form of Warrant
Form
of Warrant
NEITHER
THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE
"ACT") AND THIS WARRANT CANNOT BE SOLD OR TRANSFERRED, AND THE SHARES OF
COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT CANNOT BE SOLD OR TRANSFERRED,
UNLESS AND UNTIL (i) THEY ARE SO REGISTERED OR, (ii) RULE 144, RULE 144A
OR ANY
SUCCESSOR RULE UNDER THE ACT PERMITS SUCH SALE OR TRANSFER, OR (iii) UNLESS
SUCH
REGISTRATION IS NOT THEN REQUIRED UNDER THE CIRCUMSTANCES OF SUCH EXERCISE,
SALE
OR TRANSFER UNDER ANY OTHER EXEMPTION UNDER THE ACT, PROVIDED THAT THE HOLDER
OF
THIS WARRANT OR SHARES OF COMMON STOCK ISSUABLE HEREUNDER DELIVERS TO THE
COMPANY AN OPINION OF HOLDER'S COUNSEL THAT AN EXEMPTION FROM REGISTRATION
UNDER
THE ACT IS AVAILABLE.
WARRANT
TO PURCHASE COMMON STOCK OF
THIS
CERTIFIES that, for value received, ________________________ (herein called
"Holder") is entitled, upon the terms and subject to the limitations on exercise
and the conditions hereinafter set forth, at any time on or prior to the
close
of business on the five year anniversary of the effective date of this Warrant
(the “Termination Date”) but not thereafter, to subscribe for and purchase from
TechnoConcepts, Inc. (herein called the "Company") a corporation organized
and
existing under the laws of the State of Colorado, at the price of $_________
per
share (the "Warrant Exercise Price"), ________________ fully paid and
nonassessable shares of the Company’s Common Stock, no par value per share,
subject to adjustment as set forth in Paragraph 3 below.
This
Warrant is subject to the following provisions, terms and
conditions:
1. Exercise;
Issuance of Certificates; Payment for Shares.
The
rights represented by this Warrant may be exercised by the Holder hereof,
in
whole or in part (but not as to a fractional share) at the principal office
of
the Company (or such office or agency of the Company as it may from time
to time
reasonably designate) at any time prior to the Termination Date, and by payment
to the Company by certified check or bank draft of the Warrant Exercise Price
for such shares. The notice accompanying the Warrant shall also set forth
the
number of shares remaining subject to the Warrant. The Company shall not
be
obligated to issue fractional shares of Common Stock upon exercise of this
Warrant but shall pay to the Holder an amount in cash equal to the Current
Market Price per share multiplied by such fraction (rounded to the nearest
cent). The Company agrees that the shares so purchased shall be deemed to
be
issued to the Holder as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for such shares as aforesaid. Subject to the provisions of the
next
succeeding paragraph and this Paragraph 1, certificates for the shares of
stock
so purchased shall be delivered to the Holder within two business 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 shall not then have been exercised
or
surrendered shall also be delivered to the Holder hereof within two business
days.
For
the
purpose of any computation under this Section the "Current Market Price"
at any
date (the "Computation Date") shall be deemed to be the average of the daily
closing prices of the Common Stock for ten consecutive trading days ending
the
trading day immediately prior to the Computation Date. The closing price
for
each day shall be the last reported sale price or, in case no such reported
sale
takes place on such date, the average of the last reported asked prices,
in
either case on the principal national securities exchange on which the Common
Stock is admitted to trading or listed if that is the principal market for
the
Common Stock or if not listed or admitted to trading on any national securities
exchange or if such national securities exchange is not the principal market
for
the Common Stock, the closing bid prices reported by NASDAQ or its successor,
if
any, or such other generally accepted source of publicly reported bid and
asked
quotations as the Company may reasonably designate. If the price of the Common
Stock is not so reported or the Common Stock is not publicly traded, the
Current
Market Price per share as of any Computation Date shall be determined by
the
Board of Directors in good faith, on such basis as it considers appropriate,
and
such determination shall be described in a duly adopted board resolution
certified by the Company's secretary or assistant secretary.
2. Shares
to be Fully Paid; Reservation of Shares.
The
Company covenants and agrees:
(i) That
all
Common Stock which may be issued upon the exercise of the rights represented
by
this Warrant, will, upon issuance, be fully paid and nonassessable and free
from
all pre-emptive rights, and taxes, liens and charges with respect to the
issuance thereof;
(ii) Without
limiting the generality of the foregoing, that the Company will from time
to
time take all such action as may be necessary to assure that the par value
per
share of the Common Stock is at all times equal to or less than the then
effective Warrant Exercise Price per share of the Common Stock issuable pursuant
to this Warrant;
(iii) That
during the period within which the rights represented by this Warrant may
be
exercised, the Company will at all times have authorized and reserved for
the
purpose of the issuance upon exercise of the rights evidenced by this Warrant,
a
sufficient number of shares of Common Stock to provide for the exercise of
the
rights represented by this Warrant;
(iv) That
the
Company will take all such action as may be necessary to assure that the
Common
Stock issuable upon the exercise hereof may be so issued without violation
of
any applicable law or regulation or of any requirements of any domestic
securities exchange or market upon which any capital stock of the Company
may be
listed or traded;
(v) That
the
Company will not take any action if the total number of shares of Common
Stock
issuable after such action and upon exercise of all warrants and other rights
to
purchase or acquire Common Stock, together with all shares of Common Stock
then
outstanding, would exceed the total number of shares of Common Stock then
authorized by the Company's Certificate of Incorporation. In the event any
stock
or securities of the Company other than Common Stock are issuable upon the
exercise hereof, the Company will take or refrain from taking any action
referred to in clauses (i) through (v) of this Paragraph 2 as though such
clauses applied to such other shares or securities then issuable upon the
exercise hereof;
(vi)
The
Company has all requisite corporate power and authority to execute and deliver
this Warrant; the execution and delivery of this Warrant have been duly and
validly authorized by the Company's Board of Directors and no other corporate
proceedings on the part of the Company are necessary to authorize this Warrant;
this Warrant has been duly and validly executed and delivered by the Company
and
constitutes a legal, valid and binding agreement of the Company, enforceable
against the Company in accordance with its terms;
(vii) No
order,
permit, consent, approval, license, authorization or validation of, and no
registration or filing of notice with, any governmental entity is necessary
to
authorize or permit, or is required in connection with, the execution, delivery
or performance of this Warrant or the consummation by the Company of the
transactions contemplated hereby; and
(viii) Neither
the execution, delivery nor compliance by the Company with any of the provisions
hereof will (a) violate, conflict with or result in any breach of any provision
of the Company's charter documents, (b) result in a violation or breach or
termination of, or constitute a default under or conflict with any provision
of,
any note, bond, mortgage, indenture, license, lease, agreement or other
instrument or obligation to which the Company is subject, or (c) violate
any
judgment, order, writ, injunction, decree, award, statute, rule or regulation
to
which the Company is subject.
3. Adjustment
of Shares Issuable or Warrant Exercise Price.
The
above
provisions are subject to the following:
If
the
Company shall pay a dividend or make a distribution in shares of its Common
Stock, subdivide (split) its outstanding shares of Common Stock, combine
(reverse split) its outstanding shares of Common Stock, issue by
reclassification of its shares of Common Stock any shares or other securities
of
the Company, or distribute to holders of its Common Stock any securities
or any
assets of the Company or of another entity, the number of shares of Common
Stock
or other securities the Holder hereof is entitled to purchase pursuant to
this
Warrant immediately prior thereto shall be adjusted so that the Holder shall
be
entitled to receive upon exercise the number of shares of Common Stock or
other
securities or assets which such Holder would have owned or would have been
entitled to receive after the happening of any of the events described above
had
this Warrant been exercised in full immediately prior to the happening of
such
event, and the Warrant Exercise Price per share shall be correspondingly
adjusted and the aggregate price upon exercise for all Warrants issuable
hereunder after giving effect to such adjustment shall not exceed the aggregate
amount payable upon exercise of such Warrant prior to such adjustment. An
adjustment made pursuant to this Section 3 shall become effective immediately
after the record date in the case of a stock dividend or other distribution
and
shall become effective immediately after the effective date in the case of
a
subdivision, combination or reclassification. The Holder of this Warrant
shall
be entitled to participate in any subscription or other rights offering made
to
holders of shares of Common Stock as if such Holder had purchased the full
number of shares as to which this Warrant remains unexercised immediately
prior
to the record date for such subscription rights offering. If the Company
is
consolidated or merged with or into another corporation or entity or if all
or
substantially all of its assets are conveyed to another corporation or entity
this Warrant shall thereafter be exercisable for the purchase of the kind
and
number of shares of stock or other securities or property, if any, receivable
upon such consolidation, merger or conveyance by a Holder of the number of
shares of Common Stock of the Company which could have been purchased on
the
exercise of this Warrant in full immediately prior to such consolidation,
merger
or conveyance; and, in any such case, appropriate adjustment (as determined
in
good faith by the Board of Directors) shall be made in the application of
the
provisions herein set forth with respect to the rights and interests thereafter
of the Holder of this Warrant to the end that the provisions set forth herein
(including provisions with respect to changes in and other adjustments of
the
number of shares of Common Stock the Holder of this Warrant is entitled to
purchase) shall thereafter be applicable, as nearly as possible, in relation
to
any shares of Common Stock or other securities or other property thereafter
deliverable upon the exercise of this Warrant.
The
Company shall not effect any such consolidation, merger or conveyance, unless
upon or prior to the consummation thereof the successor corporation, or if
the
Company shall be the surviving corporation in any such transaction and is
not
the issuer of the shares of stock or other securities or property to be
delivered to holders of shares of the Common Stock outstanding at the effective
time thereof, then such issuer shall assume by written instrument the obligation
to deliver to the Holder such shares of stock, securities, cash or other
property as the Holder shall be entitled to purchase in accordance with the
foregoing provisions.
4. Notice
of Adjustment.
Upon
any
adjustment of the number of shares of Common Stock issuable upon exercise
of
this Warrant or the Warrant Exercise Price, then and in each such case, the
Company shall give written notice thereof by first class mail, postage prepaid,
addressed to the Holder at the address of such Holder as shown on the books
of
the Company and pursuant to Paragraph 17, which notice shall state 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. Other
Notices.
In
case
at any time prior to the Termination Date:
1. The
Company shall declare any cash dividend upon its Common Stock payable in
stock
or make any special dividend or other distribution (other than regular cash
dividends) to the Holders of its Common Stock;
2. The
Company shall offer for subscription to the Holders of any of its Common
Stock
any additional shares of Common Stock of any class or other rights;
3. There
shall be any capital reorganization or reclassification of the capital stock
of
the Company or consolidation or merger of the Company with or sale of all
or
substantially of its assets to another corporation or entity; or
4.
There
shall be a voluntary or involuntary dissolution, liquidation or winding up
of
the Company;
Then
in
any one or more of said cases the Company shall give by first class mail postage
prepaid, addressed to the Holder of this Warrant at the address of such Holder
as shown on the books of the Company and pursuant to Paragraph 17 (i) at
least
20 days prior written notice of the date on which the books of the Company
shall
close or a record shall be taken for such dividend, distribution or subscription
rights or for determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger or sale, dissolution, liquidation
or
winding and (ii) in the case of such reorganization or reclassification,
consolidation, merger or sale, dissolution, liquidation or winding up, at
least
20 days prior written notice of the date when the same shall take place.
Any
notice required by clause (i) shall also specify in the case of any such
dividend, distribution or subscription rights the date on which the holders
of
Common Stock shall be entitled thereto and a notice required by (ii) shall
also
specify the date on which the holders of the Common Stock shall be entitled
to
exchange their Common Stock for securities or other property deliverable
upon
such reorganization, reclassification, merger or sale, dissolution, liquidation
or winding up as the case may be.
6. Issue
Tax.
The
issuance of certificates for shares of Common Stock upon the exercise of
this
Warrant shall be made without charge to the Holder for any issuance tax in
respect thereof, provided that the Company shall not be required to pay any
tax
which may be payable in respect of any transfer involved in the issuance
and
delivery of any certificate in a name other that of the Holder of the Warrant
exercised.
7. Closing
of Books.
The
Company will at no time close its transfer books against the transfer of
this
Warrant or of any shares of Common Stock issued or issuable upon the exercise
of
this Warrant in any matter which interferes with a timely exercise of this
Warrant. The Company will not, by any action, seek to avoid the observance
or
performance of any of the terms of this Warrant, but will at all times in
good
faith seek to carry out all such terms and take all such action as may be
necessary or appropriate in order to protect the rights of the Holder against
impairment.
8. No
Voting Rights.
This
Warrant shall not entitle the Holder hereof to any voting rights or other
rights
as a stockholder of the Company.
9. Registration
and Transfer of Securities; Definitions.
"Holder"
means the Holder identified above, its successors, representatives and assigns.
If there is more than one Holder at any time prior to the Termination Date,
each
such Holder shall be entitled to the rights and privileges granted
hereunder.
"Company"
means TechnoConcepts, Inc. and its successors and assigns.
"Registration",
"register" and like words mean compliance with all of the Federal and state
laws, rules, regulations and provisions of agreements and corporate documents
pertaining to lawful and unconditional transfer of the securities by way
of a
public offering or distribution.
"Security”
or "securities" means the shares of stock of all classes, type and series,
and
all rights however evidenced or contained, to which the Holder shall be entitled
upon the exercise of this Warrant.
10. Transfers.
Prior
to
any transfer or attempted transfer of any securities (except a transfer by
a
Holder to an affiliate, subsidiary, employee or shareholder of the Holder),
the
Holder shall give written notice to the Company of such Holder's intention
to
effect such transfer. Holder will not transfer or dispose of this Warrant
and
will not sell or transfer any securities except pursuant to (i) an effective
registration statement under the Act, (ii) Rule 144, Rule 144A or any successor
rule under the Act permitting such sale or transfer or (iii) any other exemption
under the Act provided that the Holder delivers an opinion of Holder's counsel
reasonably satisfactory to counsel to the Company that an exemption from
registration under the Act is available. Each certificate evidencing the
securities issued upon such transfer shall bear the restrictive legend set
forth
on the first page of this Warrant modified to delete references to the Warrant,
if appropriate, unless in the reasonable opinion of Holder's counsel such
legend
is not required in order to insure compliance with the Act.
11. Registration.
Each
time
the Company shall propose the registration under the Act of any securities
of
the Company, the Company shall give written notice (the "Company Notice")
of
such proposed registration to the Holder. The Company will include in any
such
Registration Statement any securities (or portion thereof) of any Holder
who 15
days after the mailing of such notice shall request inclusion. Each Holder
shall
be entitled to all the benefits of this Paragraph 11; provided, however,
that in
the event that the managing underwriter for the proposed offering for which
the
registration is being effected shall determine that the inclusion of all
securities requested to be included by the Holder would adversely affect
the
ability of the underwriter to sell all of the securities requested to be
included in such offering, the Holder shall agree to reduce the number of
securities to be included to the number recommended by the underwriter, provided
that all Holders of Warrants issued hereunder are similarly treated. Nothing
herein contained shall limit the right of the Company to terminate a proposed
registration for any reason in its absolute discretion. The Company shall
not
grant to any holder of its securities rights to include securities in any
offering of the type described in this Paragraph 11 which are superior to
those
of the Holder.
The
Company will pay the costs and expenses incident to the performance of its
obligations under this Paragraph 11, including the fees and expenses of its
counsel, the fees and expenses of its accountants and all other costs and
expenses incident to the preparation, printing and filing under the Act of
any
such Registration Statement, each prospectus and all amendments and supplements
thereof, the costs incurred in connection with the qualification of the
securities under the laws of various jurisdictions (including fees and
disbursements of counsel to the Company), the cost of furnishing to the Holder
copies of any such Registration Statement, each preliminary prospectus, the
final prospectus and each amendment and supplement thereto, all expenses
incident to delivery of the security to any underwriter or underwriters,
but not
any underwriting commissions or discounts charged to the Holder.
Any
Holder whose securities are included (in whole or in part) in a registration
statement filed by the Company hereunder agrees, if requested by the managing
underwriter of such offering, not to effect any public sale or distribution
of
securities of the same class as (or securities exchangeable or exercisable
for
or convertible into securities of the same class as) the securities included
in
the Registration Statement, including a sale pursuant to Rule 144 under the
Act
(except as part of such underwritten registration) during the 90-day period
(or
shorter period requested by the underwriter) beginning on the closing date
of
such underwritten offering to the extent timely notified in writing by the
Company or the managing underwriter.
The
Company agrees not to effect any public or private sale or distribution of
securities of the same class as the securities (or convertible into or
exchangeable or exercisable for securities of the same class as the securities),
including a sale pursuant to Section 4(2) or Regulation D under the Act,
during
the 90-day period beginning on the closing date of an offering made pursuant
to
this Paragraph 11 except that in the case of a "shelf" registration made
pursuant to Rule 415 under the Act no public sale or distribution shall be
made
by the Company until 60 days following the effective date of the registration
statement covering Holder's securities.
12. Indemnification.
The
Company will indemnify and hold harmless each Holder and any underwriter
(as
defined in the Act) for such Holder and each person, if any, who controls
the
Holder or underwriter within the meaning of the Act against any losses, claims,
damages or liabilities (or actions in respect thereof), joint or several,
to
which the Holder or underwriter or such controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) are caused by any untrue statement
or alleged untrue statement of any material fact contained in any Registration
Statement under which the securities were registered under the Act, any
preliminary prospectus or prospectus contained therein, or any amendment
or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; and will reimburse
the
Holder, underwriter and each such controlling person for any legal or other
expenses reasonably incurred by the Holder, underwriter or such controlling
person in connection with investigating or defending any such loss, claim,
damage, expense or liability or action; provided, however, that the Company
will
not be liable in any such case to the extent that any such loss, claim, damage,
expense or liability arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission so made in conformity
with written information furnished by the Holder or underwriter in writing
specifically for use in the preparation thereof.
Each
Holder will indemnify and hold harmless the Company, each of its directors,
each
of its officers who have signed said Registration Statement, and each person,
if
any, who controls the Company within the meaning of the Act, against any
losses,
claims, damages or liabilities to which the Company, or any such director,
officer or controlling person may become subject under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) are caused by any untrue or alleged untrue statement of any material
fact contained in said Registration Statement, said preliminary prospectus
or
prospectus, or amendment or amendments or supplements thereto, or arise out
of
or are based upon the omission or the alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading; in each case to the extent, but only to the extent,
that
such untrue statement or alleged untrue statement or omission or alleged
omission was so made in reliance upon and in conformity with written information
furnished by the Holder specifically for use in the preparation thereof;
and
will reimburse any legal or other expenses reasonably incurred by the Company
or
any such director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or action.
It
shall be a condition of the Company under Paragraph 11 above that the Holder
confirm to the Company in writing, prior to the effective date of any
Registration Statement in which are included securities of such Holder, the
agreement of such Holder as set forth in the previous sentence.
Promptly
after receipt by an indemnified party pursuant hereto of notice of any claim
or
the commencement of any action to which indemnity would apply, such indemnified
party will, if a claim thereof is to be made against the indemnifying party
pursuant hereto, notify the indemnifying party of such claim or action; but
the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than hereunder.
In case such action is brought against any indemnified party, and it notifies
the indemnifying party of the commencement thereof, the indemnifying party
will
be entitled to participate in, and, to the extent that it may wish, jointly
with
any other indemnifying party similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party, provided, however, that
any
person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the
fees
and expenses of such counsel shall be at the expense of such person and not
of
the indemnifying party unless (a) the indemnifying party has agreed to pay
such
fees or expenses, or (b) the indemnifying party shall have failed to assure
the
defense of such claim and employ counsel reasonably satisfactory to such
indemnified party, or (c) in the reasonable judgment of such indemnified
party a
conflict of interest may exist between such indemnified party and the
indemnifying party with respect to such claims (in which case, if the
indemnified party notifies the indemnifying part in writing that such
indemnified party elects to employ separate counsel at the expense of the
indemnifying party, the indemnifying party shall not have the right to assume
the defense of such claim on behalf of such indemnified party.)
13. Rights
and Obligations Survive Exercise Of Warrant.
The
rights and obligations of the Company, of the Holder of this Warrant and
of the
Holder of the shares of Common Stock issuable upon exercise of this Warrant
contained herein shall survive the exercise of this Warrant.
14. Descriptive
Headings and Governing Law.
The
descriptive headings of the several paragraphs of this Warrant are inserted
for
convenience only and do not constitute a part of this Warrant. This Warrant
is
being delivered and is intended to be performed in the State of California
and
shall be construed and enforced in accordance with such law and the rights
of
the Holder shall be governed by the law of such state.
15. Rule
144.
The
Company covenants that if it has registered any class of securities under
the
Securities Exchange Act of 1934 (the “34 Act”) it will file, on a timely basis,
the reports required to be filed by it under the Act and the 34 Act, and
the
rules and regulations adopted by the Commission thereunder, and it will take
such further action as the Holder may reasonably request, all to the extent
required from time to time to enable such Holder to sell securities without
registration under the Act within the limitation of the conditions provided
by
(a) Rule 144 and Rule 144A under the Act, as such Rules may be amended from
time
to time, or (b) any similar rule or regulation hereafter adopted by the
Commission. Upon the request of the Holder the Company will deliver to such
Holder a written statement verifying that it has complied with such information
and requirements.
The
Company represents and warrants to the Holder that except as otherwise required
by law the shares of Common Stock issuable upon conversion of the Warrant
may be
publicaly sold by the Holder pursuant to Rule 144 promulgated under the
Securities Act of 1933, as amended ( the “Rule”) one year after the date of
issuance of the Warrant, subject to compliance with (i) paragraphs (c), (e)
and
(h) of the Rule, and (ii) paragraphs (f) or (g) of the Rule..
16.
Reserved.
17. Notices.
All
notices and other communications required or permitted hereunder shall be
in
writing and shall be mailed by first class mail, postage prepaid, or delivered
either by hand or by messenger, addressed (a) if to the Company, to the
principal offices of the Company, to the attention of its General Counsel,
0000
Xxxxxxxxx Xxxx., Xxxxx #000, Xxx Xxxx, XX 00000, or (b) if to the Holder,
to
such address as the Holder shall have furnished to the Company, or such other
address as the Holder shall have furnished to the Company. All such notices
of
communications shall be deemed given when actually delivered by hand or
messenger or, if mailed, three days after deposit in the U.S. Mail.
18. Successors
and Assigns.
All
covenants, agreements, representations and warranties contained in this Warrant
shall bind the parties hereto and their respective successors and
assigns.
19.
No
Inconsistent Agreements.
The
Company has not previously entered into, and will not on or after the date
of
this Warrant enter into, any agreement with respect to its securities which
is
inconsistent with the terms of this Warrant, including any agreement which
impairs or limits the rights granted to the Holder in this Warrant, or which
otherwise conflicts with the provisions hereof or would preclude the Company
from discharging its obligations hereunder.
20. Nonwaiver
and Expenses.
No
course
of dealing or any delay or failure to exercise any right hereunder on the
part
of either party shall operate as a waiver of such right or otherwise prejudice
the other party’s rights, powers or remedies, notwithstanding the fact that all
of Holder’s rights hereunder terminate on the Termination Date.
21. Severability.
In
the
event than any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.
22. Entire
Agreement.
This
Warrant constitutes the entire agreement of the parties with respect to the
subject matter hereof.
23. Amendment.
Any
provision of this Warrant may be amended, waived or modified by a writing
signed
by the Company and the Holder.
24. Confidentiality.
The
parties hereto agree that the existence of this Warrant, and the terms hereof,
shall be held in the strictest confidence and shall not be disclosed to any
third party unless (a) such disclosure is required by law, or (b) such
disclosure is agreed upon in writing by the Holder and the Company.
| DATED effective as of: _________________ | ||
| TECHNOCONCEPTS, INC. | ||
| By:___________________________ | ||
|
XXXXXXX
X. XXXXXXX
|
Chairman
& CEO
