EXHIBIT 10.16
2002-A WARRANT AGREEMENT
THIS 2002-A WARRANT AGREEMENT, made this 25th day of March, 2002, by and
between:
Concentrax, Inc., a Nevada corporation with its principal office located at 000
Xxx Xxxx, Xxxxxxx, Xxxxx 00000 (hereinafter referred to as the "COMPANY")
AND
All Investors in the 2002 Regulation D, Rule 506 Offering (the "2002-A
Offering")(and the registered assigns of those investors), from time to time,
from the date of original issue of such Warrants to the expiration date thereof
(hereinafter referred to as the "HOLDER" and/or "HOLDERS" as the context may
require).
WITNESSETH THAT:
WHEREAS, as part of the 2002-A Offering, the Company has issued Units, the
constituent securities of which consist of Common Stock and Common Stock
Purchase Warrants, with such warrants being exercisable at a price of the higher
of Thirty Five Cents ($.35) per share or the 20 average bid and ask price on the
OTC Bulletin Board, and the COMPANY has delivered Common Stock Purchase Warrants
(hereinafter called the "2002-A WARRANTS") to certain parties entitling the
HOLDERS thereof to purchase up to an aggregate of 1,187,500 shares of the Common
Stock of the COMPANY (hereinafter called the "Shares"); and
WHEREAS, the COMPANY desires to provide for the form and provisions of the
2002-A Warrants, the terms upon which they shall be issued and exercised, and
the respective rights, limitation of rights, and immunities of the COMPANY and
the HOLDERS; and
WHEREAS, all acts and things necessary to make the 2002-A WARRANTS, when
executed on behalf of the COMPANY, the valid, binding, and legal obligations of
the COMPANY, have been done and performed; and
WHEREAS, all acts and things necessary to authorize the execution and delivery
of this Warrant Agreement, and to execute and deliver the 2002-A WARRANTS to the
original registered HOLDERS, have been done and performed;
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NOW, THEREFORE, intending to be legally bound hereby, and intending the original
registered HOLDERS and their successors and assigns to rely hereon, the COMPANY
hereby represents and agrees, and the HOLDERS by acceptance of the 2002-A
WARRANTS impliedly agree, as follows:
1. 2002-A WARRANTS AUTHORIZED. COMPANY hereby authorizes the issuance of Five
Hundred Twenty Thousand, Six Hundred (520,600) 2002-A WARRANTS upon the terms
and conditions of this Warrant Agreement.
2. FORM AND EXECUTION. Each 2002-A WARRANT, whenever issued: (a) shall be in
substantially the form attached hereto as Exhibit A; (b) shall be dated as of
the date of issuance, which shall be the date of this Warrant Agreement; (c)
shall entitle the HOLDER to purchase the number of Shares stated thereon; (d)
shall be signed by the President or Vice President and the Secretary or
Treasurer of the COMPANY; and (e) shall have the COMPANY'S seal impressed
thereon. The COMPANY may adopt and use the facsimile signature of any person who
is a requisite officer of the COMPANY at the time such 2002-A WARRANTS are
executed, or of any person now or hereafter holding such office, notwithstanding
the fact that at the time a WARRANT is issued he had ceased to be such officer
of the COMPANY.
3. WARRANT ISSUANCE AND ISSUANCE CONSIDERATION. These 2002-A WARRANTS are being
issued to the COMPANY's 2002-A as compensation for their pre-incorporation
services and the consideration for the issuance of the 2002-A WARRANTS shall be
the agreement of the 2002-A to accept such 2002-A WARRANTS in full payment for
such services and to waive any further claim.
4. WARRANT EXERCISE PRICE. Each 2002-A WARRANT shall entitle the registered
HOLDER thereof, subject to the provisions thereof and of this Warrant Agreement,
to purchase from the COMPANY the number of Shares of the COMPANY's Common Stock
as stated thereon, at the exercise price of the higher of $0.35 per share, or
the 30 day average bid and ask price on the OTC Bulletin Board, both the number
of Shares and the price being subject to the anti-dilution adjustments provided
in Paragraph 8 hereof. The term "Warrant Exercise Price" as used in this Warrant
Agreement refers to the price per Share at which Common Stock may be purchased
at the time a designated 2002-A WARRANT is exercised.
5. DURATION (Term). 2002-A WARRANTS may be exercised at any time between the
date of issuance and the close of business (5:00 P.M. Central Daylight Time) on
August 31, 2004, such date being hereafter called the "Expiration Date". Each
2002-A WARRANT not exercised on or before its Expiration Date shall become void,
and all rights thereunder and all rights in respect thereof under this Warrant
Agreement shall cease at the close of business on the respective Expiration
Date.
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The COMPANY reserves the right to extend the Expiration Date, from time to time,
any number of times, but shall be under no obligation to do so.
6. TRANSFER AND/OR EXCHANGE OF 2002-A WARRANTS. On or after the date of issuance
and prior to the Expiration Date, any HOLDER of any 2002-A WARRANT, subject to
the transfer restrictions of federal and state securities laws, at any time
prior to the exercise thereof, may transfer all or any portion of the stock
purchase rights provided in the 2002-A WARRANT. Upon presentation and surrender
to the Warrant Agent of the 2002-A WARRANT, properly assigned, accompanied by
appropriate transfer instructions from the HOLDER, the Warrant Agent shall issue
a 2002-A WARRANT for the assigned number of shares to the assignee as the new
registered HOLDER and shall issue a 2002-A WARRANT for the unassigned balance of
the shares to the assigning (old) registered HOLDER. Any HOLDER of any 2002-A
WARRANT, at any time prior to the exercise thereof, may exchange such 2002-A
WARRANT for a 2002-A WARRANTS of like tenor exercisable for the same aggregate
number of Common Shares as the 2002-A WARRANT surrendered. The Warrant Agent is
the COMPANY's Treasurer, Xxxx Xxxxx, at Concentrax, Inc., 000 Xxx Xxxx, Xxxxxxx,
Xxxxx, 00000. The COMPANY shall give notice to the registered HOLDERS of 2002-A
WARRANTS of any change in the address of, or in the designation of, its Warrant
Agent.
7. EXERCISE. (a) A 2002-A WARRANT shall be exercisable only by the registered
HOLDER surrendering it, together with the subscription form set forth in the
2002-A WARRANT duly executed, accompanied by payment, in full, in lawful money
of the United States, of the Warrant Exercise Price for each full Share as to
which the 2002-A WARRANT is exercised, to the Warrant Agent. The Company shall
act as its own Warrant Agent, and can be reached by phone at (000) 000-0000 or
by mail at 000 Xxx Xxxx, Xxxxxxx, Xxxxx, 00000. The COMPANY shall give notice to
the registered HOLDERS of 2002-A WARRANTS of any change in the address of, or in
the designation of, its Warrant Agent.
(b) A 2002-A WARRANT may be exercised wholly or in part. If a 2002-A WARRANT is
only exercised in part, a new WARRANT for the number of Shares as to which the
2002-A WARRANT shall not have been exercised shall be issued to the registered
HOLDER.
(c) As soon as practicable after the exercise of any 2002-A WARRANT, the COMPANY
shall issue to or upon the order of the registered HOLDER a certificate or
certificates for the number of full Shares which he is entitled, registered in
such name or names as may be directed by him.
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(d) All Shares issued upon exercise of a 2002-A WARRANT shall be validly issued,
fully paid, and non-assessable. The COMPANY shall pay all taxes in respect of
the issue thereof and all costs of issuance. However, the registered HOLDER
shall pay all taxes imposed in connection with any transfer, even if involved in
an issue of a certificate, and the COMPANY shall not be required to issue or
deliver any stock certificate in such case until the tax shall have been paid.
(e) Each person in whose name any such certificate for Shares is issued shall
for all purposes be deemed to have become the holder of record of such shares on
the date on which the 2002-A WARRANT was surrendered and payment of the Warrant
Exercise Price and applicable taxes was made, irrespective of the date of
delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the COMPANY are closed, the
person or persons entitled to receive Shares upon such exercise shall be
considered the record holder or holders of such shares at the close of business
on the next succeeding date on which the stock transfer books are open and shall
be entitled to receive only dividends or distributions which are payable to
holders of record after that date.
8. SHARE DIVIDENDS, RECLASSIFICATION, REORGANIZATION, ANTI-DILUTION PROVISIONS.
Each 2002-A WARRANT is subject to the following further provisions: (a) In case,
prior to the expiration of a 2002-A WARRANT by exercise or by its terms, the
COMPANY shall issue any of its Common Stock as a share dividend or subdivide the
number of outstanding shares of Common Stock into a greater number of shares,
then, in either of such cases, the Purchase Price per share of the Shares
purchasable pursuant to a 2002-A WARRANT in effect at the time of such action
shall be proportionately reduced and the number of Shares at the time
purchasable pursuant to a 2002-A WARRANT shall be proportionately increased; and
conversely, in the event the COMPANY shall contract the number of outstanding
shares of Common Stock by combining such shares into a smaller number of shares,
then, in such case, the Purchase Price per share of the Shares purchasable
pursuant to a 2002-A WARRANT in effect at the time of such action shall be
proportionately increased and the number of Shares at the time purchasable
pursuant to a 2002-A WARRANT shall be proportionately decreased. If the COMPANY
shall, at any time during the life of a 2002-A WARRANT, declare a dividend
payable in cash on its Common Stock and shall, at substantially the same time,
offer to its stockholders a right to purchase new Common Stock from the proceeds
of such dividend or for an amount substantially equal to the dividend, all
shares of Common Stock so issued shall, for the purpose of a 2002-A WARRANT, be
deemed to have been issued as a share dividend. Any dividend paid or distributed
upon the Common Stock in shares of any other class or securities convertible
into Common Stock shall be treated as a dividend paid in shares of Common Stock
to the extent that shares of Common Stock are issuable upon the conversion
thereof.
(b) In case, prior to the expiration of a 2002-A WARRANT by exercise or by its
terms, the COMPANY shall be recapitalized, or the COMPANY or a successor
corporation shall consolidate or merge with or convey all or substantially all
of its or of any successor corporation's property and assets to any other
corporation or corporations (any such corporation being included within the
meaning of the term "successor corporation" hereinbefore used in the event of
any consolidation or merger of any such
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corporation with, or the sale of all or substantially all of the property of any
such corporation to, another corporation or corporations), the holder of a
2002-A WARRANT shall thereafter have the right to purchase, upon the basis and
on the terms and conditions and during the time specified in a 2002-A WARRANT in
lieu of the Shares of the COMPANY theretofore purchasable, upon the exercise of
a 2002-A WARRANT, such shares, securities or assets as may be issued or payable
with respect to, or in exchange for, the number of Shares of the COMPANY
theretofore purchasable upon the exercise of a 2002-A WARRANT had such
recapitalization, consolidation, merger, or conveyance not taken place; and in
any such event, the rights of the holder of a 2002-A WARRANT to an adjustment in
the number of Shares purchasable upon the exercise of a 2002-A WARRANT as herein
provided shall continue and be preserved in respect of any shares, securities,
or assets which the holder of a 2002-A WARRANT becomes entitled to purchase.
(c) In case:
(i) the COMPANY shall take a record of the holders of its Common Shares for the
purpose of entitling them to receive a dividend payable otherwise than in cash,
or any other distribution in respect of the Common Shares (including cash),
pursuant to, without limitation, any spin-off, split-off, or distribution of the
COMPANY's assets; or
(ii) the COMPANY shall take a record of the holders of its Common Shares for the
purpose of entitling them to subscribe for or purchase any shares of any class
or to receive any other rights; or
(iii) of any classification, reclassification, or other reorganization of the
shares which the COMPANY is authorized to issue, consolidation or merger of the
COMPANY with or into another corporation, or conveyance of all or substantially
all of the assets of the COMPANY; or
(iv) of the voluntary or involuntary dissolution, liquidation, or winding up of
the COMPANY;
then, and in any such case, the COMPANY shall mail to the holder of a 2002-A
WARRANT, at least 21 days prior thereto, a notice stating the date or expected
date on which a record is to be taken for the purpose of such dividend,
distribution, or rights, or the date on which such classification,
reclassification, reorganization, consolidation, merger, conveyance,
dissolution, liquidation, or winding up is to take place, as the case may be.
Such notice shall also specify the date or expected date, if any is to be fixed,
as of which holders of Common Stock of record shall be entitled to participate
in such dividend, distribution, or rights, or shall be entitled to exchange
their Common Stock for securities or other property deliverable upon such
classification, reclassification, reorganization, consolidation, merger,
conveyance, dissolution, liquidation, or winding up, as the case may be.
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(d) In case the COMPANY at any time while a 2002-A WARRANT shall remain
unexpired and unexercised shall sell all or substantially all of its property or
dissolve, liquidate, or wind up its affairs, the holder of a 2002-A WARRANT may
thereafter receive upon exercise hereof in lieu of each Share which it would
have been entitled to receive the same kind and amount of any securities or
assets as may be issuable, distributable, or payable upon such sale,
dissolution, liquidation, or winding up with respect to each Share.
9. RESERVATION OF SHARES ISSUABLE ON EXERCISE OF 2002-A WARRANTS. The COMPANY
shall at all times reserve and keep available out of its authorized shares,
solely for issuance upon the exercise of all 2002-A WARRANTS issued hereunder,
such number of Common Shares and other shares as from time to time shall be
issuable upon the exercise of a 2002-A WARRANT and all other similar 2002-A
WARRANTS at the time outstanding.
10. LOSS, THEFT, DESTRUCTION OR MUTILATION. Upon receipt by the COMPANY of
evidence satisfactory to it, (in the exercise of its reasonable discretion), of
the ownership of and the loss, theft, destruction, or mutilation of a 2002-A
WARRANT, and (in the case of loss, theft, or destruction) of indemnity
satisfactory to it (in the case of mutilation) upon surrender and cancellation
thereof, the COMPANY will execute and deliver, in lieu thereof, a new 2002-A
WARRANT for like tenor.
11. 2002-A WARRANT HOLDER NOT A SHAREHOLDER. The HOLDER of a 2002-A WARRANT, as
such, shall not be entitled by reason of a 2002-A WARRANT to any rights
whatsoever of a stockholder of the COMPANY. No HOLDER of any 2002-A WARRANT
shall be entitled to receive any dividend or to vote with respect to any
dividend declared or the taking of a register of stockholders entitled to vote
with a Record Date prior to the date of exercise of the 2002-A WARRANTS.
12. NOTICES. All notices and other communications from the COMPANY to the HOLDER
of a 2002-A WARRANT shall be mailed by first-class registered mail, postage
prepaid, to the address furnished to the COMPANY in writing by the HOLDER of a
2002-A WARRANT. IN WITNESS WHEREOF, intending to be legally bound, the COMPANY
has executed this Warrant Agreement:
Dated: March 25, 2002
CONCENTRAX, INC.
ATTEST:
/S/ XXXX XXXXXXX
BY:
------------------------
XXXX XXXXXXX, PRESIDENT
/S/ R. XXXXXXX XXXXXX
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SECRETARY
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