Exhibit 10.15
THIS SECURITY AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE
SECURITIES LAWS. NEITHER THIS SECURITY NOR THE SHARES ISSUABLE HEREUNDER MAY BE
SOLD OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND SUCH LAWS,
OR PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM.
VITRIX, INC.
WARRANT TO PURCHASE COMMON STOCK
This certifies that, for value received, Xxxxxxx X. Xxxxx (the "Holder") is
entitled to subscribe for and purchase up to Sixty two thousand nine hundred
fifty eight (62,958) shares (subject to adjustment from time to time pursuant to
the provisions of Section 5 hereof) of fully paid and nonassessable Common Stock
(as defined below) of VITRIX, INC. a Nevada corporation (the "Company"), at the
Warrant Price (as defined in Section 2 hereof), subject to the provisions and
upon the terms and conditions hereinafter set forth.
As used herein, the term "Common Stock" shall mean the Company's presently
authorized common stock, $.005 par value, and any stock into or for which such
Common Stock may hereafter be converted or exchanged.
1. TERM OF WARRANT. The purchase right represented by this Warrant is
exercisable, in whole or in part, at any time during the period beginning on the
date hereof and ending on the fifth (5th) anniversary of the date hereof.
2. WARRANT PRICE. The exercise price of this Warrant is 25/100 DOLLARS
($0.25) per share (the "Warrant Price").
3. METHOD OF EXERCISE; PAYMENT; ISSUANCE OF NEW WARRANT; EXERCISE. Subject
to Section 1 hereof, the purchase right represented by this Warrant may be
exercised by the Holder hereof, in whole or in part, by the surrender of this
Warrant (with the notice of exercise form attached hereto as Exhibit A duly
executed) at the principal office of the Company and by the payment to the
Company of an amount equal to the then applicable Warrant Price per share
multiplied by the number of shares then being purchased either (i) by cash,
cashier's check or wire transfer, or (ii) by cancellation by the Holder of
indebtedness of the Company to the Holder. The Company agrees that the shares so
purchased shall be deemed to be issued to the Holder hereof or the designee of
the Holder hereof 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. In the event of any exercise of this Warrant,
certificates for the shares of stock so purchased shall be delivered to the
Holder hereof or the designee of the Holder hereof within 15-days thereafter
and, unless this Warrant has been fully exercised or expired, a new Warrant
representing the portion of the shares, if any, with respect to which this
Warrant shall not then have been exercised, shall also be issued to the Holder
hereof within such 15-day period.
4. STOCK FULLY PAID; RESERVATION OF SHARES. All Common Stock that may be
issued upon the exercise of this Warrant will, upon issuance, be fully paid and
nonassessable, and free from all taxes, liens and charges with respect to the
issue thereof. The Company shall at all times reserve and keep available, free
from preemptive rights, out of its authorized but unissued Common Stock, the
full number of shares of Common Stock then deliverable upon exercise of this
Warrant.
5. FRACTIONAL SHARES. In the sole discretion of the Company, instead of any
fraction of a share which would otherwise be issuable upon exercise of the
Warrant, the Company shall pay a cash adjustment in respect of such fraction in
an amount equal to the same fraction of the market price per share of Common
Stock (as reasonably determined by the Board of Directors of the Company), at
the close of business on the date of exercise.
6. COMPLIANCE WITH THE ACT. The Holder of this Warrant, by acceptance
hereof, agrees that this Warrant and the shares of Common Stock to be issued
upon exercise hereof are being acquired for investment and that it will not
offer, sell or otherwise dispose of this Warrant or any shares of Common Stock
to be issued upon exercise hereof except under circumstances which will not
result in a violation of the Act or any state securities laws.
7. NO TRANSFER OF WARRANT. This Warrant and the rights, interests and
benefits hereof, may not be sold, transferred, pledged, assigned, conveyed or
otherwise disposed of by the Holder, except by will or the laws of descent and
distribution or with the consent of the Company, which consent shall not be
unreasonably withheld. Any purported sale, transfer, pledge, assignment,
conveyance or other attempt to dispose of this Warrant, or the rights, interests
or benefits hereof, other than as provided above, is null and void.
8. NOTICE TO HOLDER. This Warrant is issued pursuant to the Note and
Warrant Purchase Agreement dated as of even date herewith between the Company
and the purchaser named therein. The Warrant is referred to in said Note and
Warrant Purchase Agreement, by the terms of which agreement the Holder hereof,
by his acceptance hereof, agrees to be bound, in each case to the extent
provided in said agreement.
9. MISCELLANEOUS.
(a) NO RIGHTS AS SHAREHOLDER. No Holder of this Warrant shall be
entitled to vote or receive dividends or be deemed the holder of Common Stock or
any other securities of the Company that may at any time be issuable on the
exercise hereof for any purpose, nor shall anything contained herein be
construed to confer upon the Holder of this Warrant, as such, any of the rights
of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action (whether upon any
recapitalization, issuance of stock, reclassification of stock, change of stock
to par value, consolidation, merger, conveyance or otherwise) or to receive
notice of meetings, or to receive dividends or subscription rights or otherwise
until this Warrant shall have been exercised and the shares purchasable upon the
exercise hereof shall have become deliverable, as provided herein.
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(b) REPLACEMENT. On receipt of evidence reasonably satisfactory to the
Company of the loss, theft, destruction or mutilation of this Warrant and, in
the case of loss, theft or destruction, on delivery of an indemnity agreement,
or bond reasonably satisfactory in form and amount to the Company or, in the
case of mutilation, on surrender and cancellation of this Warrant, the Company,
at the Holder's expense, will execute and deliver, in lieu of this Warrant, a
new Warrant of like tenor.
(c) NOTICE. Any notice given to either party under this Warrant shall
be in writing, and any notice hereunder shall be deemed to have been given when
delivered or telecopied or, if mailed, when mailed, if sent registered or
certified, addressed to the Company at its principal executive offices and to
the Holder at its address set forth in the Company's books and records or at
such other address as the Holder may have provided to the Company in writing.
(d) GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the laws of the State of Arizona without regard to conflicts of
law principles.
IN WITNESS WHEREOF, this Warrant is executed as of the 4th day of
September, 2001.
VITRIX, INC., a Nevada corporation
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
Chief Executive Officer
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EXHIBIT A
NOTICE OF EXERCISE
TO: VITRIX, INC.
1. The undersigned hereby elects to purchase ____________ shares of Common
Stock of VITRIX, INC. pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price of such shares in full in accordance with
the provisions of the following section of the attached Warrant:
___ Section 3(i)
___ Section 3(ii)
2. 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:
(Name)
(Address)
3. The undersigned represents that the aforesaid shares of Common Stock are
being acquired for the account of the undersigned for investment and not with a
view to, or for resale in connection with, the distribution thereof and that the
undersigned will not offer, sell or otherwise dispose of any such shares except
under circumstances that will not result in a violation of the Securities Act of
1933, as amended, or any state securities law.
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Signature
