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Exhibit - 4.3
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF, HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD
OR OTHERWISE TRANSFERRED UNLESS (i) A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME
EFFECTIVE WITH REGARD THERETO OR (ii) IN THE OPINION OF COUNSEL REASONABLY
ACCEPTABLE TO THE COMPANY, REGISTRATION UNDER THE SECURITIES ACT AND SUCH
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH A PROPOSED
SALE OR TRANSFER.
WARRANT
TO PURCHASE 17,000 SHARES OF COMMON STOCK
VOID AFTER 5:00 P.M.
ARIZONA TIME, APRIL 13, 2004
INTEGRATED INFORMATION SYSTEMS, INC.
INCORPORATED UNDER THE LAWS
OF THE STATE OF ARIZONA
This certifies that, for value received, Xxxxxx Xxxxx Geduld, the
registered holder hereof or assigns (the "Warrantholder"), is entitled to
purchase from Integrated Information Systems, Inc., an Arizona corporation (the
"Company"), at any time during the period commencing at 9:00 a.m., Arizona time,
on April 14, 1999 and before 5:00 p.m., Arizona time, on April 13, 2004, at the
purchase price (the "Warrant Price") of $2.00 per Share, the number of shares of
Common Stock of the Company set forth above. The number of shares purchasable
upon exercise of each Warrant evidenced hereby shall be subject to adjustment
from time to time as set forth below.
In case the Company (i) declares or pays a dividend or makes a distribution
on the Common Stock payable in shares of Common Stock, (ii) subdivides the
outstanding shares of the Common Stock into a greater number of shares, or (iii)
combines the outstanding shares of the Common Stock into a smaller number of
shares, the Warrant Price in effect immediately prior to such action shall be
adjusted so that the Warrantholder may receive upon exercise of this Warrant and
payment of the same aggregate consideration the number of shares of Common Stock
of the Company which the Warrantholder would have owned immediately following
such action if the Warrantholder had exercised this Warrant immediately prior to
such action. Such adjustment shall be made successively whenever any event
listed above shall occur.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant certificate and simultaneous payment of the
Warrant Price at the principal office of the Company. Payment of such price
shall be made at the option of the Warrantholder in cash or by check.
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Upon any partial exercise of the Warrants evidenced hereby, there shall be
signed and issued to the Warrantholder a new Warrant certificate in respect of
the number of shares of Common Stock as to which the Warrants evidenced hereby
shall not have been exercised. These Warrants may be exchanged at the office of
the Company by surrender of this Warrant certificate properly endorsed for one
or more new Warrants of the same aggregate number of shares of Common Stock as
are evidenced by the Warrant or Warrants exchanged. No fractional shares of
Common Stock will be issued upon the exercise of rights to purchase hereunder,
but the Company shall pay the cash value of any fraction upon the exercise of
one or more Warrants.
This Warrant certificate does not entitle any Warrantholder to any of the
rights of a stockholder of the Company.
INTEGRATED INFORMATION SYSTEMS, INC.
By: /s/ Xxxxx Xxxxxx, Jr.
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Xxxxx Xxxxxx, Jr.
Its: President and Chief
Executive Officer
ATTEST:
Xxxxx Xxxxxx, Secretary
Dated: April 13, 1999
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