Contract
EXHIBIT
4.6
THIS
WARRANT AND THE SHARES OF SERIES B-2 CONVERTIBLE PREFERRED STOCK ISSUABLE
UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED
AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION
OF
SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED.
SERIES
J
WARRANT TO PURCHASE
SHARES
OF
SERIES B-2 CONVERTIBLE PREFERRED STOCK
OF
ASTRATA
GROUP INCORPORATED
Expires
December 19, 2008
|
No.:
X-X-07-__
|
Number
of Series B-2 Preferred Shares: ______
|
|
Date
of Issuance: December 19, 2007
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FOR
VALUE
RECEIVED, the undersigned, Astrata Group Incorporated, a Nevada corporation
(together with its successors and assigns, the "Issuer"), hereby
certifies that ____________________________ or its registered assigns is
entitled to subscribe for and purchase, during the Term (as hereinafter
defined), up to _______________________ (_______) shares (subject to adjustment
as hereinafter provided) of the duly authorized, validly issued, fully paid
and
non-assessable Series B-2 Convertible Preferred Stock of the Issuer (the
“Series B-2 Preferred Stock”), at an exercise price per share equal to
the Warrant Price then in effect, subject, however, to the provisions and
upon
the terms and conditions hereinafter set forth. The designation,
rights, preferences and other terms and provisions of the Series B-2 Convertible
Preferred Stock are set forth in the Certificate of Designation of the Relative
Rights and Preferences of the Series B-2 Convertible Preferred Stock attached
hereto as Exhibit A (the “Certificate of
Designation”). Capitalized terms used in this Warrant and not
otherwise defined herein shall have the respective meanings specified in
Section
4 hereof.
1. Term. The
term of this Warrant shall commence on December 19, 2007 and shall expire
at
6:00 p.m., Eastern Time, on December 19, 2008 (such period being the
"Term").
2.
Method
of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.
(a) Time
of Exercise. The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.
-1-
(b) Method
of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by delivering the exercise form attached hereto duly executed
at the principal office of the Issuer, and by the payment to the Issuer of
an
amount of consideration therefor equal to the Warrant Price in effect on
the
date of such exercise multiplied by the number of shares of Warrant Stock
with
respect to which this Warrant is then being exercised, payable by certified
or
official bank check or by wire transfer to an account designated by the
Issuer. The Issuer shall file the Certificate of Designation with the
Secretary of State of the State of Nevada promptly upon the initial exercise
of
this Warrant by the Holder.
(c) Issuance
of Series B-2 Preferred Stock Certificates. In the event of any
exercise of this Warrant in accordance with and subject to the terms and
conditions hereof, certificates for the shares of Warrant Stock so purchased
shall be dated the date of such exercise and delivered to the Holder hereof
within a reasonable time, not exceeding five (5) Trading Days after such
exercise, and the Holder hereof shall be deemed for all purposes to be the
holder of the shares of Warrant Stock so purchased as of the date of such
exercise. The Holder shall deliver this original Warrant, or an
indemnification undertaking with respect to such Warrant in the case of its
loss, theft or destruction, at such time that this Warrant is fully
exercised. With respect to partial exercises of this Warrant, the
Issuer shall keep written records for the Holder of the number of shares
of
Warrant Stock exercised as of each date of exercise.
(d) Transferability
of Warrant. Subject to Section 2(f) hereof, this Warrant may be
transferred by a Holder, in whole or in part, without the consent of the
Issuer. If transferred pursuant to this paragraph, this Warrant may
be transferred on the books of the Issuer by the Holder hereof in person
or by
duly authorized attorney, upon surrender of this Warrant at the principal
office
of the Issuer, properly endorsed (by the Holder executing an assignment in
the
form attached hereto) and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer. This Warrant is
exchangeable at the principal office of the Issuer for Warrants to purchase
the
same aggregate number of shares of Warrant Stock, each new Warrant to represent
the right to purchase such number of shares of Warrant Stock as the Holder
hereof shall designate at the time of such exchange. All Warrants
issued on transfers or exchanges shall be dated the Original Issue Date and
shall be identical with this Warrant except as to the number of shares of
Warrant Stock issuable pursuant thereto.
(e) Continuing
Rights of Holder. The Issuer will, at the time of or at any time
after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that, if any such Holder shall fail to make any such request,
the failure shall not affect the continuing obligation of the Issuer to afford
such rights to such Holder.
(f) Compliance
with Securities Laws.
(i) The
Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant
and
the shares of Warrant Stock to be issued upon exercise hereof are being acquired
solely for the Holder's own account and not as a nominee for any other party,
and for investment, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Warrant Stock to be issued upon
exercise hereof except pursuant to an effective registration statement, or
an
exemption from registration, under the Securities Act and any applicable
state
securities laws.
-2-
(ii) This
Warrant and all certificates representing shares of Warrant Stock issued
upon
exercise hereof shall be stamped or imprinted with a legend in substantially
the
following form:
THIS
WARRANT AND THE SHARES OF SERIES B-2 CONVERTIBLE PREFERRED STOCK ISSUABLE
UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS
AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES
ACT
AND UNDER APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED
AN
OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION
OF
SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
STATE SECURITIES LAWS IS NOT REQUIRED.
(g) Accredited
Investor Status. In no event may the Holder exercise this Warrant
in whole or in part unless the Holder is an “accredited investor” as defined in
Regulation D under the Securities Act.
3. Stock
Fully Paid; Reservation and Listing of Shares; Covenants.
(a) Stock
Fully Paid. The Issuer represents, warrants, covenants and agrees
that all shares of Warrant Stock which may be issued upon the exercise of
this
Warrant or otherwise hereunder will, when issued in accordance with the terms
of
this Warrant, be duly authorized, validly issued, fully paid and non-assessable
and free from all taxes, liens and charges created by or through the
Issuer. The Issuer further covenants and agrees that during the
period within which this Warrant may be exercised, the Issuer will at all
times
have authorized and reserved for the purpose of the issuance upon exercise
of
this Warrant a number of authorized but unissued shares of Series B-2 Preferred
Stock equal to at least one hundred (100%) percent of the number of shares
of
Series B-2 Preferred Stock issuable upon exercise of this Warrant.
(b) Reservation. If
any shares of Series B-2 Preferred Stock required to be reserved for issuance
upon exercise of this Warrant or as otherwise provided hereunder require
registration or qualification with any Governmental Authority under any federal
or state law before such shares may be so issued, the Issuer will in good
faith
use its best efforts as expeditiously as possible at its expense to cause
such
shares to be duly registered or qualified.
-3-
(c) Covenants. The
Issuer shall not by any action including, without limitation, amending the
Articles of Incorporation or the by-laws of the Issuer, or through any
reorganization, transfer of assets, consolidation, merger, dissolution, issue
or
sale of securities or any other action, avoid or seek to avoid the observance
or
performance of any of the terms of this Warrant, but will at all times in
good
faith assist in the carrying out of all such terms and in the taking of all
such
actions as may be necessary or appropriate to protect the rights of the Holder
hereof. Without limiting the generality of the foregoing, the Issuer
will (i) not amend or modify any provision of the Articles of Incorporation
or
by-laws of the Issuer in any manner that would adversely affect the rights
of
the Holders of the Warrants, (ii) take all such action as may be reasonably
necessary in order that the Issuer may validly and legally issue fully paid
and
nonassessable shares of Series B-2 Preferred Stock, free and clear of any
liens,
claims, encumbrances and restrictions (other than as provided herein) upon
the
exercise of this Warrant, and (iii) use its best efforts to obtain all such
authorizations, exemptions or consents from any public regulatory body having
jurisdiction thereof as may be reasonably necessary to enable the Issuer
to
perform its obligations under this Warrant.
(d) Loss,
Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of
such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing
the
right to purchase the same number of shares of Series B-2 Preferred
Stock.
(e) Payment
of Taxes. The Issuer will pay any documentary stamp taxes
attributable to the initial issuance of the Warrant Stock issuable upon exercise
of this Warrant; provided, however, that the Issuer shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates representing Warrant
Stock in a name other than that of the Holder in respect to which such shares
are issued.
4. Definitions. For
the purposes of this Warrant, the following terms have the following
meanings:
"Articles
of Incorporation" means the Articles of Incorporation of the Issuer as in
effect on the Original Issue Date, and as hereafter from time to time amended,
modified, supplemented or restated in accordance with the terms hereof and
thereof and pursuant to applicable law.
“Board"
shall mean the Board of Directors of the Issuer.
"Capital
Stock" means and includes (i) any and all shares, interests, participations
or other equivalents of or interests in (however designated) corporate stock,
including, without limitation, shares of preferred or preference stock, (ii)
all
partnership interests (whether general or limited) in any Person which is
a
partnership, (iii) all membership interests or limited liability company
interests in any limited liability company, and (iv) all equity or ownership
interests in any Person of any other type.
"Common
Stock" means the Common Stock, $0.0001 par value per share, of the Issuer
and any other Capital Stock into which such stock may hereafter be
changed.
-4-
"Governmental
Authority" means any governmental, regulatory or self-regulatory entity,
department, body, official, authority, commission, board, agency or
instrumentality, whether federal, state or local, and whether domestic or
foreign.
"Holders"
mean the Persons who shall from time to time own any Warrant. The
term "Holder" means one of the Holders.
"Purchase
Agreement" means the Series B Convertible Preferred Stock Purchase Agreement
dated as of December 19, 2007 among the Issuer, the Holder and the other
parties
named therein.
"Issuer"
means Astrata Group Incorporated, a Nevada corporation, and its
successors.
"Majority
Holders" means at any time the Holders of Warrants exercisable for a
majority of the shares of Warrant Stock issuable under the Warrants at the
time
outstanding.
"Original
Issue Date" means December 19, 2007.
"OTC
Bulletin Board" means the
over-the-counter electronic bulletin board.
"Person"
means an individual,
corporation, limited liability company, partnership, joint stock company,
trust,
unincorporated organization, joint venture, Governmental Authority or other
entity of whatever nature.
"Securities
Act" means the Securities Act of 1933, as amended, or any similar federal
statute then in effect.
"Subsidiary"
means any corporation at least 50% of whose outstanding Voting Stock shall
at
the time be owned directly or indirectly by the Issuer or by one or more
of its
Subsidiaries, or by the Issuer and one or more of its Subsidiaries.
"Term"
has the meaning specified in Section 1 hereof.
"Trading
Day" means (a) a day on which the Common Stock is traded on the OTC Bulletin
Board, or (b) if the Common Stock is not traded on the OTC Bulletin Board,
a day
on which the Common Stock is quoted in the over-the-counter market as reported
by the National Quotation Bureau Incorporated (or any similar organization
or
agency succeeding its functions of reporting prices); provided,
however, that in the event that the Common Stock is not listed or
quoted
as set forth in (a) or (b) hereof, then Trading Day shall mean any day except
Saturday, Sunday and any day which shall be a legal holiday or a day on which
banking institutions in the State of New York are authorized or required
by law
or other government action to close.
"Voting
Stock" means, as applied to the Capital Stock of any corporation, Capital
Stock of any class or classes (however designated) having ordinary voting
power
for the election of a majority of the members of the Board of Directors (or
other governing body) of such corporation, other than Capital Stock having
such
power only by reason of the happening of a contingency.
-5-
"Warrants"
means the Warrants issued and sold pursuant to the Purchase Agreement,
including, without limitation, this Warrant, and any other warrants of like
tenor issued in substitution or exchange for any thereof pursuant to the
provisions hereof.
"Warrant
Price" means $2.00.
"Warrant
Share Number" means at any time the aggregate number of shares of Warrant
Stock which may at such time be purchased upon exercise of this Warrant,
after
giving effect to all prior adjustments and increases to such number made
or
required to be made under the terms hereof.
"Warrant
Stock" means the shares of Series B-2 Preferred Stock issuable upon exercise
of any Warrant or Warrants or otherwise issuable pursuant to any Warrant
or
Warrants.
5. Amendment
and Waiver. Any term, covenant, agreement or condition in this
Warrant may be amended, or compliance therewith may be waived (either generally
or in a particular instance and either retroactively or prospectively), by
a
written instrument or written instruments executed by the Issuer and the
Majority Holders; provided, however, that no such amendment or
waiver shall reduce the Warrant Share Number, increase the Warrant Price,
shorten the period during which this Warrant may be exercised or modify any
provision of this Section 6 without the consent of the Holder of this
Warrant. No consideration shall be offered or paid to any person to
amend or consent to a waiver or modification of any provision of this Warrant
unless the same consideration is also offered to all holders of the
Warrants.
6. Governing
Law; Jurisdiction. This Warrant shall be governed by and
construed in accordance with the internal laws of the State of New York,
without
giving effect to any of the conflicts of law principles which would result
in
the application of the substantive law of another jurisdiction. This
Warrant shall not be interpreted or construed with any presumption against
the
party causing this Warrant to be drafted. The Issuer and the Holder
agree that venue for any dispute arising under this Warrant will lie exclusively
in the state or federal courts located in New York County, New York, and
the
parties irrevocably waive any right to raise forum non conveniens or
any other argument that New York is not the proper venue. The Issuer
and the Holder irrevocably consent to personal jurisdiction in the state
and
federal courts of the state of New York. The Issuer and the Holder
consent to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address in effect for notices
to it
under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing in this
Section 6 shall affect or limit any right to serve process in any other manner
permitted by law. The Issuer and the Holder hereby agree that the
prevailing party in any suit, action or proceeding arising out of or relating
to
this Warrant or the Purchase Agreement, shall be entitled to reimbursement
for
reasonable legal fees from the non-prevailing party. The parties
hereby waive all rights to a trial by jury.
-6-
7. Notices. Any
notice, demand, request, waiver or other communication required or permitted
to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery by telecopy or facsimile at the address or number designated below
(if
delivered on a business day during normal business hours where such notice
is to
be received), or the first business day following such delivery (if delivered
other than on a business day during normal business hours where such notice
is
to be received) or (b) on the second business day following the date of mailing
by express courier service, fully prepaid, addressed to such address, or
upon
actual receipt of such mailing, whichever shall first occur. The
addresses for such communications shall be:
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If
to the Issuer:
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Astrata
Group Incorporated
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000
Xxxxx Xxxxx Xxxxx, Xxxxx 000
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Xxxxx
Xxxx, Xxxxxxxxxx 00000-0000
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Attention:
Chief Executive Officer
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Tel.
No.: (000) 000-0000
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Fax
No.: (000) 000-0000
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with
copies (which copies
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shall
not constitute notice)
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to:
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Xxxxxx
& Jaclin, LLP
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000
Xxxxx 0 Xxxxx, Xxxxx 000
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Xxxxxxxxx,
Xxx Xxxxxx 00000
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Attention:
Xxxxxxx X. Xxxxxx, Esq.
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Tel
No.: (000) 000-0000
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Fax
No.: (000) 000-0000
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If
to any Holder:
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At
the address of such Holder set forth in the Purchase
Agreement.
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with
copies (which copies
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shall
not constitute notice)
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to:
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Xxxxxx
Xxxxx Xxxxxxxx & Xxxxxxx LLP
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0000
Xxxxxx xx xxx Xxxxxxxx
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Xxx
Xxxx, Xxx Xxxx 00000
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Attention:
Xxxxxxxxxxx X. Xxxxxxx
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Tel.
No.: (000) 000-0000
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Fax
No.: (000) 000-0000
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Any
party
hereto may from time to time change its address for notices by giving written
notice of such changed address to the other party hereto.
8. Warrant
Agent. The Issuer may, by written notice to each Holder of this
Warrant, appoint an agent having an office in New York, New York for the
purpose
of issuing shares of Warrant Stock on the exercise of this Warrant pursuant
to
subsection (b) of Section 2 hereof, exchanging this Warrant pursuant to
subsection (d) of Section 2 hereof or replacing this Warrant pursuant to
subsection (d) of Section 3 hereof, or any of the foregoing, and thereafter
any
such issuance, exchange or replacement, as the case may be, shall be made
at
such office by such agent.
-7-
9. Remedies. The
Issuer stipulates that the remedies at law of the Holder of this Warrant
in the
event of any default or threatened default by the Issuer in the performance
of
or compliance with any of the terms of this Warrant are not and will not
be
adequate and that, to the fullest extent permitted by law, such terms may
be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
10. Successors
and Assigns. This Warrant and the rights evidenced hereby shall
inure to the benefit of and be binding upon the successors and assigns of
the
Issuer, the Holder hereof and (to the extent provided herein) the Holders
of
Warrant Stock issued pursuant hereto, and shall be enforceable by any such
Holder or Holder of Warrant Stock.
11. Modification
and Severability. If, in any action before any court or agency
legally empowered to enforce any provision contained herein, any provision
hereof is found to be unenforceable, then such provision shall be deemed
modified to the extent necessary to make it enforceable by such court or
agency. If any such provision is not enforceable as set forth in the
preceding sentence, the unenforceability of such provision shall not affect
the
other provisions of this Warrant, but this Warrant shall be construed as
if such
unenforceable provision had never been contained herein.
12. Headings. The
headings of the Sections of this Warrant are for convenience of reference
only
and shall not, for any purpose, be deemed a part of this Warrant.
13.
Demand
Registration Rights.
(a) The
Majority Holders may make a written request to the Issuer (a “Demand
Notice”) for registration under the Securities Act (a “Demand
Registration”), pursuant to this Section 13 of all of its shares of Common
Stock issuable upon conversion of the Warrant Stock issuable upon exercise
of
this Warrant and the shares of Common Stock issuable upon exercise of the
Series
C Warrants and the Series D Warrants issued pursuant to the Purchase Agreement
(the “Registrable Securities”); provided, however, that the
Issuer shall not be obligated to effect more than one Demand Registration
pursuant to this Section 13 (which registration shall be made on Form SB-2,
or a
successor form thereto, if available for use by the Issuer). The
Issuer shall use its reasonable best efforts to file a registration statement
under the Securities Act providing for the resale of all of the Registrable
Securities within thirty (30) days following delivery of the Demand Notice
(the
“Filing Date”) and have it declared effective within one hundred twenty
(120) days following delivery of the Demand Notice (the
“Effectiveness Date”). The Issuer agrees to use its reasonable
best efforts to keep any such registration statement continuously effective
for
resale of the Registrable Securities for so long as the Majority Holders
shall
request, but in no event shall the Issuer be required to maintain the
effectiveness of such registration statement later than the date that the
Registrable Securities may be offered for resale to the public pursuant to
Rule
144(k) (the “Effectiveness Period”).
(b) The
Majority Holders may, at any time prior to the effective date of the
registration statement relating to such registration, revoke such request
by
providing a written notice to the Issuer revoking such request. If
the Majority Holders shall revoke any demand for registration or such Demand
Registration otherwise fails to become effective as a result of any action
or
inaction by such Majority Holders, the Majority Holders shall either pay
all
out-of-pocket registration expenses with respect to such revoked demand or
count
such revoked demand as one completed demand for registration pursuant to
this
Section 13.
-8-
(c) A
Demand Registration requested pursuant to this Section 13 will not be deemed
to
have been effected unless the registration statement relating thereto has
become
effective under the Securities Act and remained effective for a period of
ninety
(90) days following the effective date of such registration
statement.
(d) The
Issuer and the Holder agree that the Holder will suffer damages if the
registration statement is not filed on or prior to the Filing Date and not
declared effective by the SEC on or prior to the Effectiveness
Date. The Issuer and the Holder further agree that it would not be
feasible to ascertain the extent of such damages with
precision. Accordingly, if (A) the registration statement is not
filed on or prior to the Filing Date, or (B) the registration statement is
not
declared effective by the SEC on or prior to the Effectiveness Date, or (C)
the
Issuer fails to file with the SEC a request for acceleration in accordance
with
Rule 461 promulgated under the Securities Act within three (3) business days
of
the date that the Issuer is notified (orally or in writing, whichever is
earlier) by the SEC that a registration statement will not be "reviewed,"
or not
subject to further review, or (D) the registration statement is filed with
and
declared effective by the SEC but thereafter ceases to be effective at any
time
prior to the expiration of the Effectiveness Period, or (E) trading in the
Common Stock shall be suspended or if the Common Stock is no longer quoted
on or
delisted from the principal exchange on which the Common Stock is then traded
for any reason for more than three (3) business days in the aggregate (any
such
failure or breach being referred to as an "Event," and for purposes of
clauses (A) and (B) the date on which such Event occurs, or for purposes
of
clause (C) the date on which such three (3) business day period is exceeded,
or
for purposes of clause (D) after more than fifteen (15) business days, or
for
purposes of clause (E) the date on which such three (3) business day period
is
exceeded, being referred to as "Event Date"), the Issuer shall pay an
amount as liquidated damages to the Holder, payable in cash, equal to two
percent (2.0%) of the aggregate Warrant Price paid pursuant to the exercise
of
this Warrant for each calendar month or portion thereof thereafter from the
Event Date until the applicable Event is cured; provided, however,
that in no event shall the amount of liquidated damages payable at any time
and
from time to time to any Holder pursuant to this Section 13(d) exceed an
aggregate of ten percent (10%) of the aggregate Warrant Price paid pursuant
to
the exercise of this Warrant. The Issuer shall not be liable for
liquidated damages under this Section 13(d) as to any Registrable Securities
which are not permitted by the United States Securities and Exchange Commission
(the "Commission") to be included in a registration statement because of
the application of Rule 415 promulgated under the Securities Act until such
time as the provisions as to the registration statements required by this
Section 13 are triggered, in which case the provisions of this Section 13(d)
shall once again apply, if applicable. In such case, the liquidated
damages shall be calculated to apply only to the percentage of Registrable
Securities which are permitted by the Commission to be included in the
registration statement. Liquidated damages payable by the Issuer
pursuant to this Section 13(d) shall be payable on the first (1st) business
day of
each thirty (30) day period following the Event Date.
-9-
(e) The
rights contained in this Section 13 shall survive the expiration or termination
of this Warrant.
14. Piggyback
Registration Rights. If the Issuer shall determine to proceed
with the preparation and filing of a registration statement under the Securities
Act in connection with the proposed offer and sale of any of its securities
by
it or any of its security holders (other than a registration statement on
Form X-0, X-0 or other limited purpose form), then the Issuer will give
written notice of its determination to the Holder. Upon the written
request from the Holder, the Issuer will cause all shares of Common Stock
issuable upon the exercise of this Warrant to be included in such registration
statement, all to the extent requisite to permit the resale by the Holder
of
such shares of Common Stock issuable upon the exercise of this
Warrant.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
-10-
IN
WITNESS WHEREOF, the Issuer has executed this Series J Warrant as of the
day and year first above written.
| ASTRATA GROUP INCORPORATED | |||
|
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By:
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| Name: | |||
| Title: | |||
-11-
EXERCISE
FORM
SERIES J
WARRANT
ASTRATA
GROUP INCORPORATED
The
undersigned _______________, pursuant to the provisions of the within
Warrant,
hereby elects to purchase _____ shares of Series B-2 Preferred Stock
of Astrata
Group Incorporated covered by the within Warrant.
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Dated:
_________________
|
Signature
___________________________
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|
Address_____________________
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_____________________
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The
undersigned is an “accredited investor” as defined in Regulation D under the
Securities Act of 1933, as amended.
ASSIGNMENT
FOR
VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the within Warrant and all rights evidenced thereby
and does
irrevocably constitute and appoint _____________, attorney, to transfer
the said
Warrant on the books of the within named corporation.
|
Dated:
_________________
|
Signature
___________________________
|
|
|
Address_____________________
|
||
|
_____________________
|
PARTIAL
ASSIGNMENT
FOR
VALUE
RECEIVED, _________________ hereby sells, assigns and transfers unto
__________________ the right to purchase _________ shares of Warrant
Stock
evidenced by the within Warrant together with all rights therein, and
does
irrevocably constitute and appoint ___________________, attorney, to
transfer
that part of the said Warrant on the books of the within named
corporation.
|
Dated:
_________________
|
Signature
___________________________
|
|
|
Address_____________________
|
||
|
_____________________
|
FOR
USE
BY THE ISSUER ONLY:
This
Warrant No. W-___ canceled (or transferred or exchanged) this _____ day
of
___________, _____, shares of Warrant Stock issued therefor in the name
of
_______________, Warrant No. W-_____ issued for ____ shares of Warrant
Stock in
the name of _______________.
-12-
EXHIBIT
A
Certificate
of Designation of the Series B-2 Convertible Preferred Stock
-13-
