Exhibit 99.6
VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON MAY 15, 2007. NEITHER THIS WARRANT
NOR THE WARRANT STOCK (AS HEREINAFTER DEFINED) HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY
STATE. THIS WARRANT AND THE WARRANT STOCK MAY BE TRANSFERRED ONLY IN COMPLIANCE
WITH THE ACT AND SUCH LAWS. THIS LEGEND SHALL BE ENDORSED UPON ANY WARRANT
ISSUED IN EXCHANGE FOR THIS WARRANT.
THIS WARRANT IS SUBJECT TO THE TERMS OF THE SECURITIES PURCHASE AGREEMENT, DATED
AS OF MAY 15, 2002 OF EVEN DATE HEREWITH, BETWEEN THE COMPANY AND THE HOLDER
HEREOF, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICES OF THE
COMPANY, AND ANY TRANSFERS AND TRANSFEREES OF THIS WARRANT AND THE WARRANT STOCK
ARE SUBJECT TO THE TERMS AND CONDITIONS OF SUCH AGREEMENT.
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Warrant No.
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TDT DEVELOPMENT, INC.
(Incorporated under the laws of the State of Nevada)
WARRANT
-------
Shares May 16, 2002
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FOR VALUE RECEIVED, TDT DEVELOPMENT, INC., a Nevada corporation (the
"Company"), hereby certifies that (INSERT NAME OF HOLDER) (the "Holder") is
------- ------
entitled, subject to the provisions of this Warrant, to purchase from the
Company up to (INSERT NUMBER)( ) shares of common stock (the "Common Shares"),
-- --------------
par value $.0001 per share ("Common Stock"), of the Company at an exercise price
------------
per Common Share equal to the amount set forth opposite the number of Common
Shares subject to such exercise in the Table of Exercise Prices below, during
the period commencing May 16, 2002 and expiring at 5:00 P.M., New York City
time, on May 15, 2007 (5 years from the date of issuance). For each number of
Common Shares the exercise price in the Table of Exercise Prices is the
"Exercise Price".
--------------
The number of Common Shares to be received upon the exercise of this
Warrant may be adjusted from time to time as hereinafter set forth. The Common
Shares deliverable upon such exercise, or the entitlement thereto upon such
exercise, and as adjusted from time to time, are hereinafter sometimes referred
to as "Warrant Stock." The Warrants issued on the same date
-------------
1
hereof bearing the same terms and conditions as this Warrant shall be
collectively referred to as the "Warrants."
--------
The Holder agrees with the Company that this Warrant is issued, and all the
rights hereunder shall be held subject to, all of the conditions, limitations
and provisions set forth herein.
1. EXERCISE OF WARRANT
(a) BY PAYMENT OF CASH. This Warrant may be exercised by its
presentation and surrender to the Company at its principal office (or such
office or agency of the Company as it may designate in writing to the Holder
hereof), commencing on May 16, 2002 and expiring at 5:00 P.M., New York City
time, on May 15, 2007 (5 years from the date of issuance), with the Warrant
Exercise Form attached hereto duly executed and accompanied by payment (either
in cash or by certified or official bank check or by wire transfer, payable to
the order of the Company) of the Exercise Price for the number of shares
specified in such Form and in accordance with the Table of Exercise Prices as
follows:
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TABLE OF EXERCISE PRICES
--------------------------------------------------------------------------------
NUMBER OF COMMON SHARES EXERCISE PRICE PER COMMON SHARE
--------------------------------------------------------------------------------
One half of all the Common Shares covered $1.50
by this Warrant
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One half of all the Common Shares covered by $2.25
this Warrant
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The Company agrees that the Holder hereof shall be deemed the record owner
of such Common Shares as of the close of business on the date on which this
Warrant shall have been presented and payment made for such Common Shares as
aforesaid whether or not the Company or its transfer agent is open for business.
Certificates for the Common Shares so purchased shall be delivered to the Holder
hereof within a reasonable time, not exceeding 15 days, after the rights
represented by this Warrant shall have been so exercised. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the rights of the
Holder hereof to purchase the balance of the shares purchasable hereunder as
soon as reasonably possible.
(b) CASHLESS EXERCISE. In lieu of the payment method set forth in
Section 1(a) above, the Holder may elect to exchange all or some of this Warrant
for the Common Shares equal to the value of the amount of this Warrant being
exchanged on the date of exchange. If the Holder elects to exchange this Warrant
as provided in this Section 1(b), the Holder shall tender to the Company this
Warrant for the amount being exchanged, along with written notice of the
Holder's election to exchange some or all of this Warrant, and the Company shall
issue to the Holder the number of Common Shares computed using the following
formula:
2
X = Y (A-B)
-------
A
Where: X = The number of Common Shares to be issued to the Holder.
Y = The number of Common Shares purchasable under the amount
of this Warrant being exchanged (as adjusted to the date
of such calculation).
A = The Market Price of one Common Share.
B = The Exercise Price (as adjusted to the date of such
calculation).
The Warrant exchange shall take place on the date specified in the notice
or if the date the notice is received by the Company is later than the date
specified in the notice, on the date the notice is received by the Company.
As used herein in the phrase "Market Price" at any date shall be deemed to
------------
be the last reported sale price or the closing price of the Common Stock on any
exchange (including the National Association of Securities Dealers Automated
Quotation System ("Nasdaq")) on which the Common Stock is listed or the closing
------
price as quoted on the OTC Bulletin Board, whichever is applicable, or, in the
case no such reported sale takes place on such day, the average of the last
reported sales prices or quotations for the last five trading days, in either
case as officially reported or quoted by the principal securities exchange or
the OTC Bulletin Board and if the Common Stock is not listed or quoted as
determined in good faith by resolution of the Board of Directors of the Company,
based on the best information available to it.
(c) "EASY SALE" EXERCISE. In lieu of the payment method set forth
in Section 1(a) above, when permitted by law and applicable regulations
(including rules of Nasdaq and National Association of Securities Dealers
("NASD")), the Holder may pay the aggregate Exercise Price (the "Exercise
---- --------
Amount") through a "same day sale" commitment from the Holder (and if applicable
------
a broker-dealer that is a member of the NASD (an "NASD Dealer")), whereby the
------------
Holder irrevocably elects to exercise this Warrant and to sell a portion of the
shares so purchased to pay the Exercise Amount and the Holder (or, if
applicable, the NASD Dealer) commits upon sale (or, in the case of the NASD
Dealer, upon receipt) of such shares to forward the Exercise Amount directly to
the Company.
2. COVENANTS BY THE COMPANY
The Company covenants and agrees as follows:
(a) RESERVATION OF SHARES. During the period within which the
rights represented by this Warrant may be exercised, the Company shall, at all
times, reserve and keep available out of its authorized capital stock, solely
for the purposes of issuance upon exercise of this Warrant, such number of its
Common Shares as shall be issuable upon the exercise of this Warrant. If at any
time the number of authorized Common Shares shall not be sufficient to effect
the exercise of this Warrant, the Company will take such corporate action as may
be
3
necessary to increase its authorized but unissued Common Shares to such number
of shares as shall be sufficient for such purpose. The Company shall have
analogous obligations with respect to any other securities or property issuable
upon exercise of this Warrant.
(b) VALID ISSUANCE, ETC. All Common Shares which may be issued
upon exercise of the rights represented by this Warrant included herein will be,
upon payment thereof, validly issued, fully paid, non-assessable and free from
all taxes, liens and charges with respect to the issuance thereof.
(c) TAXES. All original issue taxes payable in respect of the
issuance of Common Shares upon the exercise of the rights represented by this
Warrant shall be borne by the Company, but in no event shall the Company be
responsible or liable for income taxes or transfer taxes upon the issuance or
transfer of this Warrant or the Warrant Stock.
(d) FRACTIONAL SHARES. The Company shall not be required to issue
certificates representing fractions of Common Shares. In lieu of any fractional
interests, the Company shall make a cash payment equal to the Exercise Price
multiplied by such fraction.
3. EXCHANGE OR ASSIGNMENT OF WARRANT
This Warrant is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company for other Warrants of
different denominations, entitling the Holder to purchase in the aggregate the
same number of Common Shares purchasable hereunder. Subject to the provisions of
this Warrant and the receipt by the Company of any required representations and
agreements, upon surrender of this Warrant to the Company with the Warrant
Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, the Company shall, without additional charge, execute and deliver
a new Warrant in the name of the assignee named in such instrument of assignment
and this Warrant shall promptly be canceled. In the event of a partial
assignment of this Warrant, the new Warrants issued to the assignee and the
Holder shall make reference to the aggregate number of shares of Warrant Stock
issuable upon exercise of this Warrant.
4. RIGHTS OF THE HOLDER
The Holder shall not, by virtue hereof, be entitled to any voting or other
rights of a stockholder of the Company, either at law or in equity, and the
rights of the Holder are limited to those expressed in this Warrant.
5. ADJUSTMENT OF EXERCISE PRICE
(a) COMMON STOCK DIVIDENDS; COMMON STOCK SPLITS; RECLASSIFICATION. If
the Company, at any time while this Warrant is outstanding, (a) shall pay a
stock dividend on its Common Stock, (b) subdivide outstanding shares of Common
Stock into a larger number of shares (or combine the outstanding shares of
Common Stock into a smaller number of shares) or (c) issue by reclassification
of shares of Common Stock any shares of capital stock of the Company, then (i)
the Exercise Price shall be multiplied by a fraction, the numerator of which
shall be the number of shares of Common Stock outstanding prior to such event
and the denominator of which shall be the number of shares of Common Stock
outstanding after such event and (ii) the number of shares of the Warrant Stock
shall be multiplied by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding immediately after such
4
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such event. Any adjustment made pursuant to
this Section 5.1 shall become effective immediately after the record date for
the determination of stockholders entitled to receive such dividend or
distribution or, in the case of a subdivision or re-classification, shall become
effective immediately after the effective date thereof.
(b) RIGHTS; OPTIONS; WARRANTS OR OTHER SECURITIES. If the
Company, at any time while this Warrant is outstanding, shall fix a record date
for the issuance of rights, options, warrants or other securities to all the
holders of its Common Stock entitling them to subscribe for or purchase, convert
to, exchange for or otherwise acquire shares of Common Stock for no
consideration or at a price per share less than the Exercise Price, the Exercise
Price shall be multiplied by a fraction, the numerator of which shall be the
number of shares of Common Stock outstanding immediately prior to such issuance
or sale plus the number of shares of Common Stock which the aggregate
consideration received by the Company would purchase at the Exercise Price, and
the denominator of which shall be the number of shares of Common Stock
outstanding immediately prior to such issuance date plus the number of
additional shares of Common Stock offered for subscription, purchase,
conversion, exchange or acquisition, as the case may be. Such adjustment shall
be made whenever such rights, options, warrants or other securities are issued,
and shall become effective immediately after the record date for the
determination of stockholders entitled to receive such rights, options, warrants
or other securities.
(c) SUBSCRIPTION RIGHTS. If the Company, at any time while this
Warrant is outstanding, shall fix a record date for the distribution to holders
of its Common Stock, evidence of its indebtedness or assets or rights, options,
warrants or other security entitling them to subscribe for or purchase, convert
to, exchange for or otherwise acquire any security (excluding those referred to
in Sections 5(a) and 5(b) above), then in each such case the Exercise Price at
which this Warrant shall thereafter be exercisable shall be determined by
multiplying the Exercise Price in effect immediately prior to such record date
by a fraction, the numerator of which shall be the per-share Market Price on
such record date less the then fair market value at such record date of the
portion of such assets or evidence of indebtedness so distributed applicable to
one outstanding share of Common Stock as determined by the Board of Directors in
good faith, and the denominator of which shall be the Exercise Price as of such
record date; provided, however, that in the event of a distribution exceeding
10% of the net assets of the Company, such fair market value shall be determined
by an appraiser selected in good faith by the registered owners of a majority of
the Warrant Stock then outstanding; and provided, further, that the Company,
after receipt of the determination by such appraiser shall have the right to
select in good faith an additional appraiser meeting the same qualifications, in
which case the fair market value shall be equal to the average of the
determinations by each such appraiser. Such adjustment shall be made whenever
any such distribution is made and shall become effective immediately after the
record date mentioned above.
(d) ROUNDING. All calculations under this Section 5 shall be made
to the nearest cent or the nearest l/l00th of a share, as the case may be.
5
(e) NOTICE OF ADJUSTMENT. Whenever the Exercise Price is adjusted
pursuant to this Section 5, the Company shall promptly deliver to the Holder a
notice setting forth the Exercise Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment. Such notice shall be
signed by the chairman, president or chief financial officer of the Company.
(f) TREASURY SHARES. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any shares so owned or held
shall be considered an issue or sale of Common Stock by the Company.
(g) CHANGE OF CONTROL; COMPULSORY SHARE EXCHANGE. In case of (A)
any Change of Control Transaction (as defined below) or (B) any compulsory share
exchange pursuant to which the Common Stock is converted into other securities,
cash or property (each, an "Event"), thereafter to exercise this Warrant for
-----
shares of stock and other securities, cash and property receivable upon or
deemed to be held by holders of Common Stock following such Event, and the
Holder shall be entitled upon such Event to receive such amount of shares of
stock and other securities, cash or property as the shares of the Common Stock
of the Company into which this Warrant could have been exercised immediately
prior to such Event (without taking into account any limitations or restrictions
on the exercisability of this Warrant) would have been entitled; provided,
however, that in the case of a transaction specified in (A), above, in which
holders of the Company's Common Stock receive cash, the Holder shall have the
right to exercise the Warrant for such number of shares of the surviving company
equal to the amount of cash into which this Warrant is then exercisable, divided
by the fair market value of the shares of the surviving company on the effective
date of such Event. The terms of any such Event shall include such terms so as
to continue to give to the Holder the right to receive the securities, cash or
property set forth in this Section 5(g) upon any exercise or redemption
following such Event, and, in the case of an Event specified in (A), above, the
successor corporation or other entity (if other than the Company) resulting from
such reorganization, merger or consolidation, or the person acquiring the
properties and assets, or such other controlling corporation or entity as may be
appropriate, shall expressly assume the obligation to deliver the securities or
other assets which the Holder is entitled to receive hereunder. The provisions
of this Section 5(g) shall similarly apply to successive Events. "Change of
---------
Control Transaction" means the occurrence of any (i) merger or consolidation of
--------------------
the Company with or into another entity, unless the holders of the Company's
securities immediately prior to such transaction or series of transactions
continue to hold at least 50% of such securities following such transaction or
series of transactions, (ii) a sale, conveyance, lease, transfer or disposition
of all or substantially all of the assets of the Company in one or a series of
related transactions or (iii) the execution by the Company of an agreement to
which the Company is a party or by which it is bound, providing for any of the
events set forth above in (i) or (ii).
(h) ISSUANCES BELOW EXERCISE PRICE. If the Company, at any time
while this Warrant is outstanding:
(i) issues or sells, or is deemed to have issued or sold,
any Common Stock;
6
(ii) in any manner grants, issues or sells any rights,
options, warrants, options to subscribe for or to purchase Common Stock or any
stock or other securities convertible into or exchangeable for Common Stock
(other than any Excluded Securities (as defined below)) (such rights, options or
warrants being herein called "Options" and such convertible or exchangeable
-------
stock or securities being herein called "Convertible Securities"); or
----------------------
(iii) in any manner issues or sells any Convertible
Securities;
for (a) with respect to paragraph (i) above, a price per share, or (b) with
respect to paragraphs (ii) or (iii) above, a price per share for which Common
Stock issuable upon the exercise of such Options or upon conversion or exchange
of such Convertible Securities is, less than the Exercise Price in effect
immediately prior to such issuance or sale, then, immediately after such
issuance, sale or grant, the Exercise Price shall be reduced to a price equal to
the price per share of the Common Stock sold or the exercise price or conversion
price of the Options and Convertible Securities, as applicable. No modification
of the issuance terms shall be made upon the actual issuance of such Common
Stock upon conversion or exchange of such Options or Convertible Securities. The
number of Common Shares issuable upon exercise of this Warrant shall be
increased to an amount equal to the quotient of (A) the product of (x) the
Exercise Price in effect immediately prior to the adjustment multiplied by (y)
the number of Common Shares issuable upon exercise of this Warrant immediately
prior to the adjustment, divided by (B) the adjusted Exercise Price. If there is
a change at any time in (i) the exercise price provided for in any Options, (ii)
the additional consideration, if any, payable upon the issuance, conversion or
exchange of any Convertible Securities or (iii) the rate at which any
Convertible Securities are convertible into or exchangeable for Common Stock,
then immediately after such change the Exercise Price shall be adjusted to
Exercise Price which would have been in effect at such time had such Options or
Convertible Securities still outstanding provided for such changed exercise
price, additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold; provided that no adjustment shall
be made if such adjustment would result in an increase of the Exercise Price
then in effect.
"Excluded Securities" means (i) options to be granted pursuant to a stock
--------------------
option plan approved by Stanford Venture Capital Holdings, Inc. ("Stanford");
(ii) shares of Common Stock issued upon conversion or exercise of warrants,
options or other securities convertible into Common Stock which have been
specifically disclosed to Stanford in the Securities Purchase Agreement dated as
of even date herewith between the Company and Stanford, or (iii) shares of
Common Stock or securities convertible into or exercisable for shares of Common
Stock issued or deemed to be issued by the Company in connection with a
strategic acquisition by the Company of the assets or business, or division
thereof, of another entity which acquisition has been approved by Stanford in
writing.
(i) EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes of
determining the adjusted Exercise Price under Section 5(h), the following shall
be applicable:
(i) CALCULATION OF CONSIDERATION RECEIVED. If any Common Stock,
Options or Convertible Securities are issued or sold or deemed to have been
issued or sold for cash, the consideration received therefor will be deemed to
be the net amount received by the Company therefor, without deducting any
expenses paid or incurred by the Company or any
7
commissions or compensations paid or concessions or discounts allowed to
underwriters, dealers or others performing similar services in connection with
such issue or sale. In case any Common Stock, Options or Convertible Securities
are issued or sold for a consideration other than cash, the amount of the
consideration other than cash received by the Company will be the fair value of
such consideration, except where such consideration consists of securities
listed or quoted on a national securities exchange or national quotation system,
in which case the amount of consideration received by the Company will be the
arithmetic average of the closing sale price of such security for the five (5)
consecutive trading days immediately preceding the date of receipt thereof. In
case any Common Stock, Options or Convertible Securities are issued to the
owners of the non-surviving entity in connection with any merger in which the
Company is the surviving entity, the amount of consideration therefor will be
deemed to be the fair value of such portion of the net assets and business of
the non-surviving entity as is attributable to such Common Stock, Options or
Convertible Securities, as the case may be. The fair value of any consideration
other than cash or securities will be determined jointly by the Company and the
registered owners of a majority of the Warrant Stock then outstanding. If such
parties are unable to reach agreement within 10 days after the occurrence of an
event requiring valuation (the "Valuation Event"), the fair value of such
consideration will be --------------- determined within 48 hours of the 10th day
following the Valuation Event by an appraiser selected in good faith by the
Company and agreed upon in good faith by the registered owners of a majority of
the Warrant Stock then outstanding. The determination of such appraiser shall be
binding upon all parties absent manifest error.
(ii) INTEGRATED TRANSACTIONS. In case any Option is issued in
connection with the issue or sale of other securities of the Company, together
comprising one integrated transaction in which no specific consideration is
allocated to such Options by the parties thereto, the Options will be deemed to
have been issued for an aggregate consideration of $.001.
(iii) RECORD DATE. If the Company takes a record of the holders
of Common Stock for the purpose of entitling them (a) to receive a dividend or
other distribution payable in Common Stock, Options or in Convertible Securities
or (b) to subscribe for or purchase Common Stock, Options or Convertible
Securities, then such record date will be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.
(iv) OTHER EVENTS. If any event occurs that would adversely
affect the rights of the Holder of this Warrant but is not expressly provided
for by this Section 5 (including, without limitation, the granting of stock
appreciation rights, phantom stock rights or other rights with equity features),
then the Company's Board of Directors will make an appropriate adjustment in the
Exercise Price so as to protect the rights of the Holder; provided, however,
that no such adjustment will increase the Exercise Price.
(j) NOTICE OF CERTAIN EVENTS. If:
(i) the Company shall declare a dividend (or any other
distribution) on its Common Stock;
8
(ii) the Company shall declare a special nonrecurring cash
dividend on or a redemption of its Common Stock;
(iii) the Company shall authorize the granting to the holders of
all of its Common Stock rights or warrants to subscribe for or purchase any
shares of capital stock of any class or of any rights;
(iv) the approval of any stockholders of the Company shall be
required in connection with any capital reorganization, reclassification of the
Company's capital stock, any consolidation or merger to which the Company is a
party, any sale or transfer of all or substantially all of the assets of the
Company, or any compulsory share exchange whereby the Common Stock is converted
into other securities, cash or property; or
(v) the Company shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of the Company;
then the Company shall cause to be filed at each office or agency
maintained for the purpose of exercise of this Warrant, and shall cause to be
delivered to the Holder, at least 30 calendar days prior to the applicable
record or effective date hereinafter specified, a notice (provided such notice
shall not include any material non-public information) stating (a) the date on
which a record is to be taken for the purpose of such dividend, distribution,
redemption, rights or warrants, or if a record is not to be taken, the date as
of which the holders of Common Stock of record to be entitled to such dividend,
distributions, redemption, rights or warrants are to be determined or (b) the
date on which such reorganization, reclassification, consolidation, merger,
sale, transfer or share exchange is expected to become effective or close, and
the date as of which it is expected that holders of Common Stock of record shall
be entitled to exchange their shares of Common Stock for securities, cash or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, transfer or share exchange; provided, however, that
the failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice. Nothing herein shall prohibit the Holder from exercising this
Warrant during the 30-day period commencing on the date of such notice.
(k) INCREASE IN EXERCISE PRICE. In no event shall any provision in
this Section 5 cause the Exercise Price to be greater than the Exercise Price on
the date of issuance of this Warrant, except for a combination of the
outstanding shares of Common Stock into a smaller number of shares as referenced
in Section 5(a) above.
9
6. RESTRICTIONS ON EXERCISE
(a) INVESTMENT INTENT. Unless, prior to the exercise of the Warrant,
the issuance of the Warrant Stock has been registered with the Securities and
Exchange Commission pursuant to the Act, the Warrant Exercise Form shall be
accompanied by a representation of the Holder to the Company to the effect that
such shares are being acquired for investment and not with a view to the
distribution thereof, and such other representations and documentation as may be
required by the Company, unless in the opinion of counsel to the Company such
representations or other documentation are not necessary to comply with the Act.
7. RESTRICTIONS ON TRANSFER
(a) TRANSFER TO COMPLY WITH THE SECURITIES ACT OF 1933. Neither this
Warrant nor any Warrant Stock may be sold, assigned, transferred or otherwise
disposed of except as follows: (1) to a person who, in the opinion of counsel
satisfactory to the Company, is a person to whom this Warrant or the Warrant
Stock may legally be transferred without registration and without the delivery
of a current prospectus under the Act with respect thereto and then only against
receipt of an agreement of such person to comply with the provisions of this
Section 7 with respect to any resale, assignment, transfer or other disposition
of such securities; (2) to any person upon delivery of a prospectus then meeting
the requirements of the Act relating to such securities and the offering thereof
for such sale, assignment, transfer or disposition; or (3) to any "affiliate"
(as such term is used in Rule 144 promulgated pursuant to the Act) of the
Holder.
(b) LEGEND. Subject to the terms hereof, upon exercise of this Warrant
and the issuance of the Warrant Stock, all certificates representing such
Warrant Stock shall bear on the face or reverse thereof substantially the
following legend:
"The securities which are represented by this certificate have
not been registered under the Securities Act of 1933, and may not
be sold, transferred, hypothecated or otherwise disposed of until
a registration statement with respect thereto is declared
effective under such act, or the Company receives an opinion of
counsel for the Company that an exemption from the registration
requirements of such act is available."
8. LOST, STOLEN OR DESTROYED WARRANTS
In the event that the Holder notifies the Company that this Warrant has
been lost, stolen or destroyed and provides (a) a letter, in form reasonably
satisfactory to the Company, to the effect that it will indemnify the Company
from any loss incurred by it in connection therewith, and/or (b) an indemnity
bond in such amount as is reasonably required by the Company, the Company having
the option of electing either (a) or (b) or both, the Company may, in its sole
discretion, accept such letter and/or indemnity bond in lieu of the surrender of
this Warrant as required by Section 1 hereof.
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9. SUBSEQUENT HOLDERS
Every Holder hereof, by accepting the same, agrees with any subsequent
Holder hereof and with the Company that this Warrant and all rights hereunder
are issued and shall be held subject to all of the terms, conditions,
limitations and provisions set forth in this Warrant, and further agrees that
the Company and its transfer agent, if any, may deem and treat the registered
holder of this Warrant as the absolute owner hereof for all purposes and shall
not be affected by any notice to the contrary.
10. NOTICES
Any notice required or permitted hereunder shall be given in writing
(unless otherwise specified herein) and shall be effective upon personal
delivery, via facsimile (upon receipt of confirmation of error-free transmission
and mailing a copy of such confirmation, postage prepaid by certified mail,
return receipt requested) or two business days following deposit of such notice
with an internationally recognized courier service, with postage prepaid and
addressed the other party at the following address, or at such other addresses
as a party may designate by five days advance written notice to the other party
hereto.
COMPANY: TDT Development, Inc.
000 Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxxxxxxxx X. Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH A COPY TO: Xxxx and Xxxx, LLP
000 Xxxxxxx Xxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxx , Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
HOLDER: Xxxxxxxxx Venture Capital Holdings, Inc.
0000 Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx X. Xxxxx, President
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
WITH A COPY TO: Stanford Financial Group
0000 Xxxxxxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxxx Xxxxxxxx, Esq.
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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11. GOVERNING LAW; JURISDICTION
This Warrant shall be governed by and interpreted in accordance with the
laws of the State of Delaware, without regard to its principles of conflict of
laws. Any action or proceeding seeking to enforce any provision of, or based on
any right arising out of, this Warrant may be brought against any party in the
federal courts of Florida or the state courts of the State of Florida, and each
of the parties consents to the jurisdiction of such courts and hereby waives, to
the maximum extent permitted by law, any objection, including any objections
based on forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.
(SIGNATURE ON THE FOLLOWING PAGE)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed on its
behalf, in its corporate name, by its duly authorized officer, all as of the day
and year first above written.
TDT DEVELOPMENT, INC.
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
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TDT DEVELOPMENT, INC.
WARRANT EXERCISE FORM
----------------------
The undersigned hereby irrevocably elects (A) to exercise the Warrant dated
May 16, 2002 (the "Warrant"), pursuant to the provisions of Section 1(a) of the
-------
Warrant, to the extent of purchasing shares of the common stock, par value
---
$.0001 per share (the "Common Stock"), of TDT Development, Inc. and hereby makes
a payment of $ in payment therefor, or (B) to exercise the Warrant to the
--------
extent of purchasing shares of the Common Stock, pursuant to the provisions
-----
of Section 1(b) of the Warrant. In exercising the Warrant, the undersigned
hereby confirms that the Common Stock to be issued hereunder is being acquired
for investment and not with a view to the distribution thereof. Please issue a
certificate or certificates representing said shares of Common Stock in the name
of the undersigned or in such other name as is specified below. Please issue a
new Warrant for the unexercised portion of the attached Warrant in the name of
the undersigned or in such other name as is specified below.
-------------------------------------
Name of Holder
------------------------------------
Signature of Holder
or Authorized Representative
------------------------------------
Signature, if jointly held
------------------------------------
Name and Title of Authorized
Representative
------------------------------------
------------------------------------
Address of Holder
------------------------------------
Date
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WARRANT ASSIGNMENT AND JOINDER
------------------------------
Reference is made to that certain Warrant, dated as of May 16, 2002 (the
"Warrant"), to purchase in the aggregate 500,000 shares of the common stock,
-------
$.0001 par value per share ("Common Stock"), of TDT Development, Inc., a Nevada
------------
corporation (the "Company"). Capitalized terms not defined herein shall have the
-------
meaning given to them in the Securities Purchase Agreement, dated as of May 15,
2002, by and among the Company, Stanford Venture Capital Holdings, Inc., a
Delaware corporation ("Stanford"), Stronghold Technologies, Inc., a New Jersey
--------
corporation, Xxxxxx Xxxxxxxxxx and Xxxxxxxxxxx X. Xxxxx.
Now therefore, for value received, ("Holder"), hereby sells,
----------- -------
assigns and transfers unto ("Assignee") the right to purchase
-------------- --------
shares of Common Stock represented by the Warrant ("Warrant Shares").
------
By execution and delivery of this Warrant Assignment and Joinder, Assignee,
as successor to Holder with respect of the Warrant Shares (i) will be deemed to
be a party to the Warrant and the Registration Rights Agreement, incorporated by
this reference as though fully set forth herein, (ii) authorizes this Warrant
Assignment and Joinder to be attached to the Warrant, and (iii) represents and
warrants that Assignee is an Accredited Investor.
Assignee, as successor to Xxxxxx with respect to the Warrant Shares, will
have all rights, and shall observe all the obligations, applicable to a "Holder"
as set forth in the Warrant, an "Investor" as set forth in the Registration
Rights Agreement as though such Assignee had executed the Warrant and the
Registration Rights Agreement as an initial Holder or Investor thereunder, and
confirms his obligations under the Warrant and the Registration Rights
Agreement.
Date:
---------------------
COMPANY HOLDER
TDT Development, Inc.
By: By:
-------------------------- -----------------------------
Name: Name:
------------------------ ---------------------------
Title: Title:
----------------------- --------------------------
ASSIGNEE
-----------------------------
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