WARRANT AGREEMENT
1. A warrant (the "Warrant") to acquire 97,500 shares (hereinafter
referred to as "Shares") of no par value Common Stock of DCX, Inc. (the
"Company") is hereby granted to;
XXXXXX XXXXXXXXX (hereinafter referred to as the "Holder"),
(Name of warrant holder)
subject in all respects to the terms and conditions as are set forth herein.
2. Certificates for the shares of Common Stock acquired upon exercise of
this Warrant Agreement (the "Agreement") will be delivered to the Holder by the
Company at the Company's expense within a reasonable time after this Warrant has
been so exercised. Each stock certificate so delivered will be in such
denominations of Common stock as may be requested by the Holder and will be
registered in the name of the Holder.
3. All shares of Common Stock issued upon exercise of this warrant will,
upon issuance, be duly authorized, validly issued, fully-paid and nonassessable
and free from all preemptive rights of any shareholder and free of all taxes,
liens and charges with respect to the issue thereof. The Company will at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the exercise of this
Agreement, such number of its shares of Common Stock as from time to time are
sufficient to effect the full exercise of this Agreement. The Company will take
all such action as may be necessary to assure that such securities may be issued
as provided herein without violation of any applicable law or regulation, or of
any requirements of any domestic securities exchange upon which the Common Stock
may be listed.
4. The Warrant exercise price as determined by the Board of Directors of
the Company (the "Board") is $1.875 per share.
5. This Warrant may not be exercised after August 1, 2000 and may be
exercised in whole or in part at any time during such term, in accordance with
the terms and conditions set forth herein.
6. The Warrant may be exercised by delivering to the Treasurer of the
Company:
a. A Notice and Agreement of Exercise of Warrant, substantially in the
form attached, specifying the number of Warrant Shares to be
purchased.
b. Full payment of the Warrant price for the underlying shares to be
purchased in the form of a written cancellation by Holder of
accounts payable by the Company to Holder for the full amount of the
exercise price.
7. COMPLIANCE WITH SECURITIES 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 Warranty or any shares of Common
Stock to be issued upon exercise hereof except under
circumstances which will not result in a violation of the Securities Act of
1933, as amended (the "Act"). Upon exercise of this Warrant, the Holder hereof
shall, if requested by the company, confirm in writing, in a form satisfactory
to the Company, that the shares of Common Stock so purchased are being acquired
for investment and not with a view toward distribution or resale. This Warrant
and all shares of Common Stock issued upon exercise of this Warrant (unless
registered under the Act) shall be stamped or imprinted with a legend
substantially in the following form:
THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
THE REGISTRATION PROVISIONS OF SUCH ACT HAVE BEEN COMPLIED WITH OR UNLESS
THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT
THAT THE PROPOSED TRANSACTION WILL NOT VIOLATE FEDERAL OR STATE SECURITIES
LAWS.
8. Subject to the provisions of Section 8, this Warrant is exchangeable,
without expense, at the option of the Holder, upon presentation and surrender
hereof to the Company or at the office of its stock transfer agent, if any, for
other warrants of different denominations, entitling the Holder or Holders
thereof to purchase in the aggregate the same number of Shares purchasable
hereunder. Upon surrender of this Warrant to the Company or at the office of its
stock transfer agent, if any, and funds sufficient to pay any transfer tax, the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee designated in writing by Holder and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants that carry
the same rights upon presentation hereof at the office of the Company or at the
office of its stock transfer agent, if any, together with a written notice
specifying the names and denominations in which new Warrants are to be issued
and signed by the Holder hereof.
9. Governing Law. This Agreement will be construed and enforced in
accordance with, and the rights of the parties will be governed by, the laws of
the State of Colorado without regard to conflict of laws principals.
Issue Date: October 24, 1997
DCX, Inc.
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By: Xxxxxxxxx X. Xxxxxxx
Vice President - Finance & Administration
and Secretary
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WARRANT EXERCISE NOTICE
The undersigned hereby notifies DCX, Inc. (the "Company") of its election to
exercise its warrant to purchase 97,500 shares of Company Common Stock.
Accompanying this notice is payment in the amount of $ in payment
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for this exercise at the warrant exercise price of $1.875 per share.
The undersigned agrees with all the provisions of the Warrant Agreement dated
October 24, 1997.
For: Xxxxxx Xxxxxxxxx
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(Signature of Holder exercising)
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(address of Holder)
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(city, state and zip code)
-3-
AGREEMENT OF THE HOLDER
The Holder acknowledges the receipt of the Warrant Agreement, and represents to
DCX, Inc. that it understands the terms and conditions set forth therein and
accepts the same.
For: Xxxxxx Xxxxxxxxx
By:
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(Signature of Holder's Officer)
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(address)
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(city, state and zip code)
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