THE SECURITIES REPRESENTED BY THIS WARRANT MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT MADE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY
OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
WARRANT
SI DIAMOND TECHNOLOGY, INC.
The Transferability of this Warrant is Restricted
as Provided in Article 3
FOR GOOD AND VALUABLE consideration, the receipt of which is hereby
acknowledged by SI DIAMOND TECHNOLOGY, INC., 00000 Xxxxxxxxxx Xxxxxxxxx, Xxxxxx,
Xxxxx 00000, x Xxxxx corporation (the "Company"), _____________________
("Holder") is hereby granted the right to purchase, at the initial exercise
price of $_____ per share, _______ shares of the Company's common stock, $.001
par value (the "Common Shares").
Subject to the further terms hereof, this Warrant shall be exercisable in
whole or in part at any time and from time to time prior to 5:00 p.m. on
_______________. This Warrant shall be exercisable only in the event that the
exercise is for, at a minimum, the lesser of (i) 10,000 Common Shares or (ii)
the remaining number of Common Shares which the registered holder of this
Warrant has the right to purchase thereunder. Upon the expiration of the
applicable period for exercise of this Warrant, this Warrant shall no longer
entitle the holder thereof to acquire any shares of Common Shares or any other
security of the Company. For the purposes of this Warrant, "Affiliates" or
"Affiliate" of Holder shall mean any person or entity that directly, or
indirectly through one or more intermediaries, controls, or is controlled by, or
is under common control with Holder. "Control" in, of or by an Affiliate
requires ownership of more than fifty percent (50%) of (i) voting stock of a
company which issued voting stock, or (ii) ownership interest in any enterprise;
an entity or person is an Affiliate only as long as control exists.
This Warrant initially is exercisable in whole or part as provided above at
a price of $____ per Share payable by wire transfer of collected funds, subject
to adjustment as provided in Article 5 hereof. Upon surrender of this Warrant,
with the annexed Subscription Form duly executed, together with payment of the
Purchase Price (as hereinafter defined) for the Common Shares purchased, at the
offices of the Company, the registered holder of this Warrant shall be entitled
to receive a certificate or certificates for all the Common Shares.
1. EXERCISE OF WARRANT
The purchase rights represented by this Warrant are exercisable at the option of
the Holder hereof, in whole Common Shares only (but not as to fractional Common
Shares underlying this Warrant), during any period in which this Warrant may be
exercised as set forth above.
If this Warrant is exercised in part only, the Company, upon surrender of this
Warrant for cancellation, shall execute and deliver a new Warrant of like tenor
evidencing the right of the holder to purchase the balance of the Common Shares
purchasable hereunder.
2. ISSUANCE OF CERTIFICATES
Upon the exercise of this Warrant, the issuance of certificates for Common
Shares underlying this Warrant shall be made forthwith (and in any event within
five business days thereafter) without charge to the Holder hereof including,
without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Article 3
hereof) be issued in the name of, or in such names as may be directed by, the
Holder hereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates in a name other than that of the Holder
and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid. The certificates
representing the Common Shares underlying this Warrant shall be executed on
behalf of the Company by the manual or facsimile signature of one of the present
or any future Chairman or President of the Company and any present or future
Vice President or Secretary of the Company. Upon transfer of this Warrant in
whole or in part to an Affiliate of Holder, such transferee shall be entitled to
all the rights of a Holder hereof.
3. RESTRICTION ON TRANSFER OF WARRANT AND COMMON SHARES
The Holder of this Warrant, by its acceptance hereof, covenants and agrees that
this Warrant and the Common Shares are being acquired as an investment and not
with a view to the distribution thereof, and that the Warrant may not be
exercised, and neither the Warrant nor the Shares may be sold, transferred,
assigned, hypothecated or otherwise disposed of (other than to an Affiliate of
Holder), in whole or in part unless in the opinion of counsel reasonably
concurred in by the Company's counsel such transfer is in compliance with all
applicable securities laws, after which this Warrant and the Common Shares shall
again be subject to the restrictions contained in this Article 3.
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4. PRICE
4.1. Initial and Adjusted Purchase Price. The initial purchase price shall
be $____ per Share. The adjusted purchase price shall be the price which shall
result from time to time from any and all adjustments of the initial purchase
price in accordance with the provisions of Article 5 hereof.
4.2. Purchase Price. The term "Purchase Price" herein shall mean the
initial purchase price or the adjusted purchase price, depending upon the
context.
5. ADJUSTMENTS OF PURCHASE PRICE AND NUMBER OF COMMON SHARES
5.1. Subdivision and Combination
In case the Company shall at any time subdivide or combine the
outstanding Common Shares, the Purchase Price shall forthwith be proportionately
decreased in the case of subdivision or increased in the case of combination.
5.2. Reclassification, Consolidation, Merger, etc.
In case of any reclassification or change of the outstanding Common
Shares (other than a change in par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination), or in the case of
any consolidation of the Company with, or merger of the Company into, another
corporation (other than a consolidation or merger in which the Company is the
surviving corporation and which does not result in any reclassification or
change of the outstanding Common Shares, except a change as a result of a
subdivision or combination of such shares or a change in par value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder of this Warrant shall
thereafter have the right to purchase upon the exercise of this Warrant the kind
and number of shares of stock and other securities and property receivable upon
such reclassification, change, consolidation, merger, sale or conveyance as if
the Holder were the owner of the Common Shares underlying this Warrant
immediately prior to any such events at the Purchase Price in effect immediately
prior to the record date for such reclassification, change, consol idation,
merger, sale or conveyance as if such Holder had exercised this Warrant.
6. EXCHANGE AND REPLACEMENT OF WARRANT
This Warrant is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company for new
Warrants of like tenor and date representing in the aggregate the right to
purchase the same number of Common
Page 3
Shares as are purchasable hereunder in such denominations as shall be designated
by the Holder hereof at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and reimbursement to the Company of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant.
7. ELIMINATION OF FRACTIONAL INTERESTS
The Company shall not be required to issue certificates representing fractions
of Common Shares on the exercise of this Warrant, nor shall it be required to
issue scrip or pay cash in lieu of fractional interests, it being the intent of
the parties that all fractional interests shall be eliminated.
8. RESERVATION AND LISTING OF SECURITIES
The Company shall at all times reserve and keep available out of its authorized
Common Shares, solely for the purpose of issuance upon the exercise of this
Warrant, such number of Common Shares as shall be issuable upon the exercise
hereof and thereof. The Company covenants and agrees that, upon exercise of
this Warrant and payment of the Purchase Price therefor, all Shares issuable
upon such exercise shall be duly and validly issued, fully paid and non-
assessable. The Company shall cause all Common Shares issuable upon exercise of
this Warrant to be registered under the Securities Act of 1933, freely tradeable
and listed (subject to official notice of issuance) on all securities exchanges
on which the Common Shares may then be listed and/or quoted on NASDAQ, if any.
9. NOTICES
All notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly given when delivered, or mailed by
registered or certified mail, return receipt requested:
9.1. If to the registered Holder of this Warrant, to the address of such
Holder as shown on the books of the Company; or
9.2. If to the Company, to the address set forth on the first page of this
Warrant or to such other address as the Company may designate by notice to the
Holders.
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10. SUCCESSORS
All the covenants, agreements, representations and warranties contained in this
Warrant shall bind the parties hereto and their respective heirs, executors,
administrators, distributors, successors and assigns. Assignability of
registration rights is limited under the terms of this Warrant.
11. HEADINGS
The Article and Section headings in this Warrant are inserted for purposes
of convenience and shall have no substantive effect.
12. LAW GOVERNING
This Warrant shall be construed and enforced in accordance with, and governed
by, the laws of the State of Texas.
WITNESS the seal of the Company and the signature of its duly authorized
Officer.
SI DIAMOND TECHNOLOGY, INC.
[ SEAL ] By:
-----------------------------------
Xxxx Xxxxxxx
Senior Vice President
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