EXHIBIT 10.67
THIS WARRANT AND THE SHARES OF STOCK OF POSITRON CORPORATION TO BE ISSUED UPON
ANY EXERCISE OF THIS WARRANT HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNDER ANY STATE SECURITIES LAW AND ANY SALE, TRANSFER, PLEDGE OR OTHER
DISPOSITION THEREOF MAY BE MADE ONLY (i) IN A REGISTRATION UNDER SAID ACT OR
(ii) IF AN EXEMPTION FROM REGISTRATION UNDER SAID ACT AND APPLICABLE STATE
SECURITIES LAWS IS AVAILABLE AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL
TO THAT EFFECT REASONABLY SATISFACTORY TO IT.
POSITRON CORPORATION
COMMON STOCK PURCHASE WARRANT
TO PURCHASE 160,000 SHARES OF COMMON STOCK
OF POSITRON CORPORATION
This Warrant Expires September 1, 2004
WARRANT NO. 99-12 160,000 SHARES
THIS CERTIFIES that, subject to the terms and conditions herein set
forth in this warrant, OKAMURA ASSOCIATES, INC. (the "Holder") is entitled to
purchase from Positron Corporation, a Texas corporation ("Company"), at any time
or from time to time during the Exercise Period (defined in Section 12 below)
and subject to the provisions regarding Exercise of Warrant (as set forth in
Section 6 below) the number of fully paid and non-assessable shares of common
stock of the Company (the "Shares") as provided herein upon surrender of this
Warrant at the principal office of the Company, and, at the election of the
Holder, upon payment of the purchase price at said office in cash or by
cashier's check or by the wire transfer of funds in a dollar amount equal to the
purchase price of the Shares for which the consideration is being given.
This Warrant shall be exercisable for that number of Shares as set
forth above, in minimum units of 10,000 shares.
1. PURCHASE PRICE. Subject to adjustment as hereinafter provided, the
purchase price of one share of Common Stock (or such securities as may be
substituted for one share of Common Stock pursuant to the provisions hereinafter
set forth) (the "Warrant Price") shall be Thirty Cents ($0.30).
2. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and
kind of securities issuable upon the exercise of this Warrant shall be subject
to adjustment from time to time upon the happening of certain events as follows:
a. Adjustment for Dividends in Stock. If at any time on or after
the date hereof, the holders of the Common Stock of the Company (or any shares
of stock or other
securities at the time receivable upon the exercise of this Warrant) shall have
received, or, on or after the record date fixed for the determination of
eligible stockholders, shall have become entitled to receive, without payment
therefor, other or additional stock of the Company by way of dividend (other
than as provided for in Section 2(b) below), then and in each such case, upon
the exercise of this Warrant, the Holder shall be entitled to receive, in
addition to the number of shares of Common Stock receivable, and without payment
of any additional consideration therefor, the amount of such other or additional
stock of the Company which the Holder would receive on the date of such exercise
had it been the holder of record of such Common Stock on the date hereof and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and/or all other additional stock receivable
by it as aforesaid during such period and given effect to all adjustments called
for during such period by this Section 2.
b. Adjustment for Changes in Common Stock. In the event of changes
in the outstanding Common Stock of the Company by reason of split--ups,
recapitalizations, reclassifications, mergers, consolidations, combinations or
exchanges of shares, separations, reorganizations, liquidations, or the like,
the number and class of shares available under the Warrant in the aggregate and
the Warrant Price shall be correspondingly adjusted by the Board of Directors of
the Company. The adjustment shall be such as will give the Holder on exercise
for the same aggregate Warrant Price the total number, class, and kind of shares
as the Holder would have owned had the Warrant been exercised prior to the event
and had the Holder continued to hold such shares until after the event requiring
adjustment.
3. NO FRACTIONAL SHARES. No fractional shares of Common Stock will be
issued in connection with any subscription under this Warrant. In lieu of any
fractional shares which would otherwise be issuable, the Company shall pay cash
equal to the product of such fraction multiplied by the fair market value of one
share of Common Stock on the date of exercise as determined in good faith by the
Company's Board of Directors.
4. NO STOCKHOLDER RIGHTS. This Warrant shall not entitle its holder to
any of the rights of a stockholder of the Company prior to its exercise.
5. RESERVATION OF STOCK. The Company covenants that during the period
this Warrant is exercisable, the Company will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the issuance
of Common Stock upon the exercise of this Warrant. The Company agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the exercise of this
Warrant.
6. EXERCISE OF WARRANT. Subject to the terms and conditions hereof,
this Warrant may be exercised by the holder hereof then registered on the books
of the Company at any time during the exercise Period as set forth in Section 12
hereof. Subject to the foregoing, this Warrant may be exercised by the Holder or
its registered assigns, in whole or in part and in minimum units of 10,000
shares, by the surrender of this Warrant at the principal office of the Company,
together with the attached form of subscription duly executed, accompanied by
payment in full of the amount of the Warrant Price in the form described in this
Warrant. Upon
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partial exercise of this Warrant, a new warrant or warrants containing the same
date and provisions as this Warrant shall be issued by the Company to the
registered holder for the number of shares of Common Stock with respect to which
this Warrant shall not have been exercised. A Warrant shall be deemed to have
been exercised immediately prior to the close of business on the date of its
surrender for exercise as provided above, and the person entitled to receive the
shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of such shares of record as of the close of business on
such date. As promptly as practicable on or after such date, the Company shall
issue and deliver to the person or persons entitled to receive the shares, a
certificate or certificates for the number of full shares of Common Stock
issuable upon such exercise, together with cash in lieu of any fraction of a
share as provided above.
7. CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price is adjusted as
provided in Section 2, the Company shall promptly deliver to the record holder
of this Warrant a certificate of an officer of the Company setting forth the
relevant Warrant Price or number of shares after such adjustment and setting
forth a brief statement of the facts requiring such adjustment.
8. COMPLIANCE WITH SECURITIES ACT. The Holder, by acceptance of this
Warrant, agrees that this Warrant and the shares of Common Stock to be issued
upon its exercise (or shares of any security into which such Common Stock may be
converted) (the "Shares") are being acquired for investment and that the Holder
will not offer, sell, or otherwise dispose of this Warrant and any shares of
Common Stock to be issued upon its exercise (or shares of any security into
which such Common Stock may be converted) except under circumstances which will
not result in a violation of the Securities Act of 1933, as amended (the
"Securities Act"). Upon exercise of this Warrant, the holder hereof shall, if
requested by the Company, confirm in writing its investment purpose and
acceptance of the restrictions on transfer of the Shares.
9. SUBDIVISION OF WARRANT. At the request of the holder of this Warrant
in connection with a transfer or exercise of a portion of the Warrant and upon
surrender of this Warrant for such purpose to the Company, the Company at its
expense (except for any transfer tax payable) will issue in exchange therefor
warrants of like nature and date representing in the aggregate the right to
purchase such number of shares of such Common Stock as shall be designated by
such holder at the time of such surrender; provided, however, that the Company's
obligations to subdivide securities under this Section shall be subject to and
conditioned upon the compliance of any such subdivision with applicable state
securities laws and with the Securities Act.
10. LOSS, THEFT, DESTRUCTION, OR MUTILATION OF WARRANT. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and in the 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, in
the case of mutilation, and upon surrender and cancellation of this Warrant the
Company will make and deliver a new Warrant of like tenor and dates as of such
cancellation, in lieu of this Warrant.
11. MISCELLANEOUS. This Warrant shall be governed by the laws of the
State of Texas. The headings in this Warrant are for purposes of convenience and
reference only, and shall not
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be deemed to constitute a part of this Warrant. Neither this Warrant nor any
term included may be changed, waived, discharged, or terminated orally but only
by an instrument in writing signed by the Company and the Holder. All notices
and other communications from the Company to the Holder shall be by telecopy or
expedited courier service to the address furnished to the Company in writing by
the last holder of this Warrant who shall have furnished an address to the
Company in writing. This Warrant has been issued pursuant to a Warrant Purchase
Agreement dated as of June 15, 1999, the terms of which, including certain
repurchase provisions, are incorporated herein by reference. A copy of such
Warrant Purchase Agreement may be inspected at the office of the Company during
normal business hours.
12. EXERCISE PERIOD. The Exercise Period shall mean the period
commencing on the date hereof and ending on August 31, 2004.
ISSUED this first day of September, 1999.
POSITRON CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
ATTEST:
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FORM OF ASSIGNMENT
POSITRON CORPORATION
FOR VALUE RECEIVED the undersigned registered owner of this Warrant
hereby sells, assigns, and transfers unto the Assignee named below all of the
rights of the undersigned under the within Warrant, with respect to the number
of shares of Common Stock set forth below:
Name of Assignee Address Number of Shares
The undersigned does hereby irrevocably constitute and appoint _______________
_______________________ Attorney to make such transfer on the books of POSITRON
CORPORATION maintained for the purpose, with full power of substitution in the
premises.
Dated:______________________
Name of Warrant Holder
Signature:
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Witness:____________________
SUBSCRIPTION FORM
POSITRON CORPORATION
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for and purchases ________________ of the number of shares of
Common Stock of POSITRON CORPORATION purchasable with this Warrant, and herewith
makes payment therefor, all at the price and on the terms and conditions
specified in this Warrant.
Dated:_____________________
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(Signature of Registered Owner)
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(Street Address)
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(City) (State) (Zip Code)
