1
EXHIBIT 11
LASERTECHNICS, INC.
0000 XXXXXXXXX XXXXX
XXXXXXXXXX, XXXXX 00000
AS OF JULY 14, 1997
(FINAL)
To the Holders listed on Schedule I attached hereto:
STANDSTILL AGREEMENT
Dear Sirs:
This Standstill Agreement sets forth the terms and conditions on
which Lasertechnics, Inc., a Delaware corporation (the "Company"), and the
undersigned holders of record ("Holders") of (i) shares of the Series D
Preferred Stock, $.01 par value per share, of the Company (the "Series D
Preferred Stock"), (ii) shares of the Series E Preferred Stock, $.01 par value
per share, of the Company (the "Series E Preferred Stock" and, together with the
Series D Preferred Stock, the "Preferred Stock"), (iii) the Company's 10%
Subordinated Convertible Debentures, Due March 1, 1999 ("March 1996
Debentures"), and (iv) the Company's 10% Convertible Debentures, Due March 1,
1999, Series B (the "Series B Debentures" and, together with the March 1996
Debentures, the "Convertible Debentures") have agreed to amend the terms of the
Preferred Stock and the Convertible Debentures to provide for, among other
things, certain limitations on the convertibility of such securities.
1. Exchange of Preferred Stock and Convertible Debentures:
Standstill Provisions. (a) Upon the effectiveness of the Standstill pursuant to
paragraph l(c) of this Agreement, each of the Holders shall exchange all shares
of Series D Preferred Stock and Series E Preferred Stock held by such Holder for
an equal number of shares of a new series of preferred stock of the Company to
be designated the Series F Preferred Stock, par value $.01 per share (the
"Series F Preferred Stock"). The Certificate of Designation for the Series F
Preferred Stock (the "Series F Certificate of Designation") shall be in the form
attached hereto as Exhibit B.
(b) Upon the effectiveness of the Standstill pursuant to paragraph
l(c) of this Agreement, the March 1996 Debentures and the Series B Debentures
shall each be amended (i) by reducing the "Fixed Conversion Price" therein by
$1.00, and (ii) by adding a new paragraph (f) to the end of Section 4 of each
such Convertible Debenture, in each case as provided in the form of Allonge to
10% Convertible Debenture Due March 1, 1999, attached hereto as Exhibit C (the
"Form of Allonge").
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Lasertechnics, Inc.
Standstill Agreement dated as of July 14, 1997 (Final)
Page 2 of 7
(c) Each Holder of shares of Preferred Stock or Convertible
Debentures hereby agrees to the limitations on the convertibility of such
securities provided for in Section 5(f) of the Series F Certificate of
Designation and the Form of Allonge, respectively (such limitations on
convertibility, collectively, the "Standstill"), effective on the date that a
counterpart of this Agreement is executed and delivered by the Company and each
Holder listed on Schedule I attached hereto (other than any such Holder all of
whose shares of Preferred Stock and Convertible Debentures are either (x)
redeemed or otherwise acquired by the Company and canceled, or (y) acquired by
another Holder (who may or may not be an affiliate of the Company) that executes
and delivers a counterpart of this Agreement).
2. Warrant Coverage. Upon the effectiveness of the Standstill
pursuant to paragraph l(c) of this Agreement, and in consideration of such
Standstill and the other representations, warranties and agreements of the
Holders set forth herein, the Company shall issue to each Holder a warrant
("Warrant") in substantially the form attached hereto as Exhibit A, to purchase
up to that whole number of shares of Common Stock, $.01 par value per share, of
the Company as is set forth opposite the name of such Holder on Schedule I
attached hereto, at an exercise price of $ 1.00 per share of such Common Stock.
3. Registration Rights. (a) The Registration Rights Agreement dated
as of March 13, 1996, between the Company and the initial holders of the March
1996 Debentures, is hereby amended (i) to include the initial holder of the
Series B Debentures as a party thereto and (ii) to include within the definition
of Registrable Securities set forth in Section 1(b) of such Registration Rights
Agreement the shares of Common Stock issuable or issued upon conversion of the
Series B Debentures and the shares of Common Stock issuable or issued upon the
exercise of the Warrants issued hereunder to the Holders of the March 1996
Debentures and Series B Debentures, to the same extent as if such shares of
Common Stock were issuable or issued upon conversion of March 1996 Debentures.
(b) The Registration Rights Agreement dated as of July 29, 1996,
between the Company and the initial holders of the Series D Preferred Stock is
hereby amended (i) to include Xxxxxxxxxx Partners LP ("WPLP") and the initial
holder of the Series E Preferred Stock as a party thereto and (ii) to include
within the definition of Registrable Securities set forth in Section 1(b) of
such Registration Rights Agreement the shares of Common Stock issuable or issued
upon conversion of shares of Series F Preferred Stock and the shares of Common
Stock issuable or issued upon the exercise of the Warrants issued hereunder to
the Holders of the Series D Preferred Stock and the Series E Preferred Stock (or
upon the exercise of substantially identical warrants to be issued to WPLP in
connection with the purchase by WPLP from the Company of shares of Series F
Preferred Stock, the proceeds of which shall be used by the Company to acquire
and cancel shares of Series D Preferred Stock pursuant to paragraph I (a)(x)
hereof) to the same extent as if such shares of Common Stock were issuable or
issued upon conversion of shares of Series D Preferred Stock.
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Lasertechnics, Inc.
Standstill Agreement dated as of July 14, 1997 (Final)
Page 3 of 7
4. Entire Agreement. This Agreement, including Schedule I and
Exhibits A, B and C attached hereto, constitutes our entire agreement with
respect to the subject matter hereof, and may not be modified or amended or any
provision hereof waived except by an instrument in writing signed by the Company
and each Holder.
5. Binding Agreement. This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns. This Agreement may be executed in any number of counterparts and on
separate counterparts, each of which shall be an original instrument, but all of
which together shall constitute a single agreement. One or more signature pages
from any counterpart of this Agreement may be attached to any other counterpart
of this Agreement without in any way changing the effect thereof. This Agreement
shall be effective as between the Company and each Holder that signs a
counterpart of this Agreement, as of such time as the Standstill Agreement
becomes effecting pursuant to Section 1(c) hereof.
6. Governing Law. This Agreement shall be construed according to
the laws of the State of Delaware.
If the foregoing correctly sets forth your understanding of our
agreement, please so indicate by signing and returning to the Company the
enclosed counterpart of this Agreement.
Very truly yours,
LASERTECHNICS, INC.
By: /s/ E.A. Xxxx Xxxxxxxxx
----------------------------------------
Name: E.A. Xxxx Xxxxxxxxx
Title: Vice Pres. & CFO
The undersigned agree to the foregoing terms and provisions as of the date first
above written.
BANQUE EDOUARD CONSTANT SA
By: /s/ X.X. Xxxxxx /s/ X.X. Xxxxxxxx
------------------------------------------
Name: X.X. Xxxxxx X.X. Xxxxxxxx
Title: Legal Adviser
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Lasertechnics, Inc.
Standstill Agreement dated as of July 14, 1997 (Final)
Page 4 of 7
The undersigned agree to the
foregoing terms and provisions
as of the date first above written.
QUEENSWAY FINANCIAL HOLDINGS LTD
By: /s/ Xxxxx Xxxxxx
-------------------------------------
Name: Xxxxx Xxxxxx
Title: President
XXXXXXX FUND
By: /s/ A. Aoiglo For and on behalf of
-------------------------------------
Name: ABN AMRO Trust Company (Cayman) Limited
Title: Administrator, Xxxxxxx Fund
GAM ARBITRAGE INVESTMENTS, INC. By Xxxxxx, Xxxxxx & Co., L.P.
Investment Adviser
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Operating Officer
XXXXXXXX, L.P. By Xxxxxx, Xxxxxx & Co., L.P.
General Partner
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Operating Officer
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Lasertechnics, Inc.
Standstill Agreement dated as of July 14, 1997 (Final)
Page 5 of 7
The undersigned agree to
the foregoing terms and provisions
as of the date first above written.
RAPHAEL, L.P.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Chief Operating Officer
X.X. XXXXXXXX
By: /s/ X.X. Xxxxxxxx, Xx.
---------------------------------------
Name:
Title:
CAPITAL VENTURES INTERNATIONAL
By: /s/ Xxxxxx Uobinger
---------------------------------------
Name: Xxxxxx Uobinger
Title: Managing Director
MEINL BANK AG
By: /s/ R. Kolfer /s/ C. Wegscheidler
---------------------------------------
Name: R. Kolfer C. Wegscheidler
Title: Director Deputy Manager
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Lasertechnics, Inc.
Standstill Agreement dated as of July 14, 1997 (Final)
Page 6 of 7
Agreed to for the purposes of paragraph 3(b) hereof, only:
XXXXXXXXXX PARTNERS L.P.
By: /s/ R.C.E. Xxxxxx
-----------------------------------
Name: R.C.E. Xxxxxx
Title: General Partner
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Lasertechnics, Inc.
Standstill Agreement dated as of July 14, 1997 (Final)
Page 7 of 7
SCHEDULE I
UNCONVERTED PORTION OF BALANCE NUMBER OF
HOLDERS BALANCE SUBJECT TO LOCKUP* WARRANT SHARES**
--------------------------------- ------------- ------------------ ----------------
A. Series D Preferred Stock
Banque Edouard Constant $ 250,000.00 $ 190,000.00 47,500
Merced Partners $ 250,000.00 $ 190,000.00 47,500
Queensway Fin'l $ 150,000.00 $ 120,000.00 30,000
Xxxxxxx Fund $ 150,000.00 $ 120,000.00 30,000
Lakeshore International $ 100,000.00 $ 80,000.00 20,000
Richcourt $ 130,000.00 $ 100,000.00 25,000
GAM Arbitrage $ 150,000.00 $ 120,000.00 30,000
Xxxxxxxx LP $1,000,000.00 $ 750,000.00 187,500
Raphael $ 150,000.00 $ 120,000.00 30,000
------------- ------------- -------
Subtotal: $2,330,000.00 $1,790,000.00 447,500
B. Series E Preferred Stock
X.X. Xxxxxxxx $ 500,000.00 $ 380,000.00 95,000
C. March 1996 Debentures
Capital Ventures Int'l $ 950,000.00 $ 712,500.00 178,125
D. Series B Debentures
Meinl Bank AG $ 500,000.00 $ 375,000.00 93,750
------------- ------------- -------
Total: $4,280,000.00 $3,257,000.00 814,375
============= ============= =======
--------
* This column represents 75% of the unconverted balance, rounded up in the
case of the Preferred Stock to the next higher multiple of $10,000.
Rounding is necessary in the case of the Preferred Stock because
fractional shares cannot be converted. Each share of Preferred Stock has a
stated value of $10,000.
** 25% warrant coverage on balance subject to lockup.
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EXHIBIT A
NEITHER THIS WARRANT NOR ANY SHARES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR UNDER ANY STATE
SECURITIES LAWS. NEITHER THIS WARRANT NOR ANY SUCH SHARES MAY BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND STATE SECURITIES LAWS OR THE AVAILABILITY OF AN
EXEMPTION FROM SUCH REGISTRATION.
WARRANT NO. ___ FOR THE PURCHASE OF _____ SHARES
LASERTECHNICS, INC.
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, _______________________________
("___________________") or its successors in interest, assigns or transferees
(collectively, the "Warrant Holder"), is entitled to purchase from
Lasertechnics, Inc., a Delaware corporation (the "Company"), shares of the
Company's Common Stock (as defined in paragraph 9(a) hereof) (the "Warrant
Shares") at the exercise price of ONE DOLLAR ($1.00) per share ("Exercise
Price"). The number of Warrant Shares and the Exercise Price shall be adjusted
and readjusted or changed from time to time in accordance with paragraph 4
hereof.
This Warrant may be exercised at any time and from time to time on or
prior to July 14, 2002.
1. Exercise of Warrant.
The rights represented by this Warrant may be exercised by the Warrant
Holder, in whole or in part, by (a) delivering to the Company a duly executed
notice of exercise in the form of Annex A hereto and (b) delivering a check
payable to (or wire transfer to the account of) the Company in an amount equal
to the product of (x) the Exercise Price times (y) the number of Warrant Shares
as to which this Warrant is being exercised (such product, the "Total Exercise
Price"). This Warrant shall be deemed to have been exercised immediately prior
to the close of business on the date of delivery of a duly executed notice of
exercise, together with the amount payable upon exercise of this Warrant and, as
of such moment, (i) the rights of the Warrant Holder, as such, with respect to
the number of Warrant Shares as to which this Warrant is being exercised shall
cease, and (ii) such Warrant Holder shall be deemed to be the record holder of
the shares of Common Stock issuable upon such exercise. As soon as practicable
after the exercise,
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in whole or in part, of this Warrant, and in any event within 5 business days
thereafter, the Company at its expense (including the payment by it of any
applicable issuance or stamp taxes) will cause to be issued in the name of and
delivered to the Warrant Holder, or as the Warrant Holder (upon payment by the
Warrant Holder of any applicable transfer taxes) may direct, a certificate or
certificates for the number of fully paid and nonassessable shares of Common
Stock to which the Warrant Holder shall be entitled upon such exercise. In the
event of partial exercise of this Warrant, the Warrant need not be delivered to
the Company provided that the Warrant Holder agrees to make a notation of such
partial exercise on the Warrant. If this Warrant is delivered to the Company,
the Company shall issue and deliver to the Warrant Holder a new Warrant
evidencing the rights to purchase the remaining Warrant Shares, which new
Warrant shall in all other respects be identical to this Warrant.
2. Investment Representation.
The Warrant Holder by accepting this Warrant represents that the Warrant
Holder is acquiring this Warrant for its own account or the account of an
affiliate for investment purposes and not with the view to any offering or
distribution and that the Warrant Holder will not sell or otherwise dispose of
this Warrant or the underlying Warrant Shares in violation of applicable
securities laws. The Warrant Holder acknowledges that, until such time as the
Warrant Shares are registered under the Act or resold pursuant to Rule 144
thereunder, the certificates representing any Warrant Shares will bear a legend
indicating that they have not been registered under the Act, and may not be sold
by the Warrant Holder except pursuant to an effective registration or pursuant
to an exemption from registration. The Warrant Holder shall be entitled to
include the Warrant Shares in any demand or piggyback registration to which the
Warrant Holder is entitled in respect of Common Stock held by it under the
Registration Rights Agreement dated as of [March 13, 1996] [July 29, 1996,]*
among the Company, the initial holder of this Warrant and the other parties
thereto (the "Registration Rights Agreement") (provided that such registration
is on a form that permits the resale of the Warrant Shares by the Warrant Holder
to be registered thereunder), to the same extent as if the Warrant Shares were
included in the definition of Registrable Securities set forth therein.
3. Validity of Warrant and Issue of Shares.
The Company represents and warrants that this Warrant has been duly
authorized and validly issued and warrants and agrees that all shares of Common
Stock that may be issued upon the exercise of the rights represented by this
Warrant will, when issued upon such exercise, be duly authorized, validly
issued, fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof. The Company further warrants and agrees that
during the period within which the rights represented by this Warrant may be
exercised, the Company
--------
* March 13, 1996 Agreement relates to Convertible Debentures. July 29, 1996
Agreement, the Series D Preferred Stock.
Page 2 of 9
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will at all times have authorized and reserved a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant.
4. Antidilution Provisions.
The terms of this Warrant shall be subject to adjustment as follows:
(a) In case the Company shall (i) pay a stock dividend or make a
distribution to holders of Common Stock in shares of its Common Stock, (ii)
subdivide its outstanding shares of Common Stock, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares, or (iv) issue by
reclassification of its shares of Common Stock any shares of capital stock of
the Company, (A) the Exercise Price shall be increased or decreased, as the case
may be, to an amount which shall bear the same relation to the Exercise Price in
effect immediately prior to such action as the total number of shares
outstanding immediately prior to such action shall bear to the total number of
shares outstanding immediately after such action and (B) this Warrant
automatically shall be adjusted so that it shall thereafter evidence the right
to purchase the kind and number of Warrant Shares or other securities which the
Warrant Holder would have been entitled to receive after such action if this
Warrant had been exercised immediately prior to such action or any record date
with respect thereto. An adjustment made pursuant to this subparagraph (a) shall
become effective retroactively immediately after the record date in the case of
a dividend or distribution of Common Stock and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification.
(b) In case the Company shall fix a record date for the making of a
distribution to all holders of Common Stock (including any such distribution
made in connection with a consolidation or merger in which the Company is the
continuing corporation) of (i) assets (other than cash dividends or cash
distributions payable out of consolidated net income or retained earnings or
dividends payable in Common Stock), (ii) evidences of indebtedness or other debt
or equity securities of the Company, or of any corporation other than the
Company (except for the Common Stock of the Company) or (iii) subscription
rights, options or warrants to purchase any of the foregoing assets or
securities, whether or not such rights, options or warrants are immediately
exercisable (hereinafter collectively called "Distributions on Common Stock"),
the Company shall make provisions for the Warrant Holder to receive upon
exercise of this Warrant, a proportional amount (depending upon the extent to
which this Warrant is exercised) of such assets, evidences of indebtedness,
securities or such other rights, as if such Warrant Holder had exercised this
Warrant on or before such record date.
(c) In case of any consolidation or merger of the Company with or into
another corporation or the sale of all or substantially all of the assets of the
Company to another corporation, this Warrant thereafter shall be exercisable for
the kind and amount of shares of stock or other securities or property to which
a holder of the number of shares of Common Stock of the Company deliverable upon
exercise of this Warrant would have been entitled upon such
Page 3 of 9
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consolidation, merger or sale; and, in such case, appropriate adjustment shall
be made in the application of the provisions in this paragraph 4, to the end
that the provisions set forth in this paragraph 4 (including provisions with
respect to changes in and adjustments of the exercise price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares of stock
or other securities or property thereafter deliverable upon the exercise of this
Warrant.
(d) Upon the occurrence of each adjustment or readjustment of the
exercise price or any change in the number of Warrant Shares or in the shares of
stock or other securities or property deliverable upon exercise of this Warrant
pursuant to this paragraph 4, the Company at its expense shall promptly compute
such adjustment or readjustment and change in accordance with the terms hereof
and furnish to each holder hereof a certificate signed by the chief financial
officer of the Company, setting forth such adjustment or readjustment and change
and showing in detail the facts upon which such adjustment or readjustment and
change is based. The Company shall, upon the written request at any time of the
Warrant Holder, furnish or cause to be furnished to such Holder, a similar
certificate setting forth (i) such adjustment or readjustment and change, (ii)
the Exercise Price then in effect, and (iii) the number of Warrant Shares and
the amount, if any, of other shares of stock and other securities and property
which would be received upon the exercise of the Warrant.
(e) The Company shall not be required upon the exercise of this Warrant
to issue any fraction of shares, but shall make any adjustment therefor by
rounding the number of shares obtainable upon exercise to the next highest whole
number of shares.
5. Transfer of Rights.
This Warrant is transferable in whole or in part, at the option of the
Warrant Holder upon delivery of the Warrant Assignment Form annexed as Annex B
hereto, duly executed. The Company shall execute and deliver a new Warrant or
Warrants in the form of this Warrant with appropriate changes to reflect the
issuance of subsequent Warrants, in the name of the assignee or assignees named
in such instrument of assignment and, if the Warrant Holder's entire interest is
not being transferred or assigned, in the name of the Warrant Holder, and this
Warrant shall promptly be canceled. Any transfer or exchange of this Warrant
shall be without charge to the Warrant Holder and any new Warrant or Warrants
issued shall be dated the date hereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or for which it may
be exchanged. The Warrant Holder (and not the Company) will be responsible for
any stamp, transfer or other taxes payable on any such transfer.
6. Lost, Mutilated or Missing Warrant.
Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and upon surrender and
cancellation of this Warrant, if mutilated, the Company shall execute and
deliver a new Warrant of like tenor, denomination and date.
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7. Rights of Warrant Holder.
The Warrant Holder shall not, by virtue hereof, be entitled to any voting
or other rights of a shareholder of the Company, either at law or equity, and
the rights of the Warrant Holder are limited to those expressed in this Warrant.
8. Successors.
All the provisions of this Warrant by or for the benefit of the Company
or the Warrant Holder shall bind and inure to the benefit of their respective
successors and assigns.
9. Miscellaneous.
(a) As used herein, the term "Common Stock" shall mean and include the
Company's currently authorized common stock, $.01 par value per share, and stock
of any other class or other consideration into which such currently authorized
Common Stock may hereafter have been changed.
(b) This Warrant shall be construed in accordance with and governed by
the laws of the State of Delaware.
(c) The caption headings used in this Warrant are for convenience of
reference only and shall not be construed in any way to affect the
interpretation of any provisions of this Warrant.
10. Notices.
Any notice pursuant to this Warrant shall be efficiently given if sent by
first class mail, postage prepaid, or delivered by facsimile transmission,
addressed as follows:
If to the Company, then to it at:
Lasertechnics, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000
Attention: Chief Financial Officer
Facsimile No.: (000) 000-0000
(or to such other address as the Company may have furnished in writing to
the Warrant Holder for this purpose); and
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If to the Warrant Holder, then to it at such address as such Warrant
Holder may have furnished in writing to the Company for this purpose.
11. [ADDITIONAL RESTRICTIONS ON EXERCISE;] Securities Act Representation.
[NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IN NO EVENT
SHALL THE WARRANT HOLDER EXERCISE THIS WARRANT TO THE EXTENT THAT (i) THE NUMBER
OF SHARES OF COMMON STOCK BENEFICIALLY OWNED BY SUCH HOLDER AND ITS AFFILIATES
(OTHER THAN SHARES OF COMMON STOCK WHICH MAY BE DEEMED BENEFICIALLY OWNED
THROUGH THE OWNERSHIP OF THE UNEXERCISED PORTION OF THIS WARRANT OR THE
UNEXERCISED OR UNCONVERTED PORTION OF ANY OTHER SECURITIES OF THE COMPANY
(INCLUDING, WITHOUT LIMITATION, THE COMPANY'S 10% CONVERTIBLE DEBENTURES DUE
MARCH 1, 1999 AND/OR WARRANTS ISSUED TO THE INITIAL HOLDER HEREOF) SUBJECT TO A
LIMITATION ON CONVERSION, EXCHANGE OR EXERCISE ANALOGOUS TO THE LIMITATION
CONTAINED HEREIN) AND (ii) THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT (OR PORTION THEREOF) WITH RESPECT TO WHICH THE
DETERMINATION DESCRIBED HEREIN IS BEING MADE, WOULD RESULT IN BENEFICIAL
OWNERSHIP BY THE WARRANT HOLDER AND ITS AFFILIATES OF MORE THAN 4.9% OF THE
OUTSTANDING SHARES OF THE COMMON STOCK. FOR PURPOSES OF THE IMMEDIATELY
PRECEDING SENTENCE, BENEFICIAL OWNERSHIP SHALL BE DETERMINED IN ACCORDANCE WITH
SECTION 13(d) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND REGULATION
13D-G THEREUNDER, EXCEPT AS OTHERWISE PROVIDED IN CLAUSE (i) OF THE PRECEDING
SENTENCE.]** The initial holder of this Warrant, by taking and holding the same,
represents to the Company that such holder is acquiring this Warrant for
investment only and not with a view to the distribution thereof, except pursuant
to sales that are exempt from the registration requirements of the Securities
Act and/or sales registered under the Securities Act.
--------
** To be included at the request of any initial Warrant Holder that requests
this "savings" clause.
Page 6 of 9
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IN WITNESS WHEREOF, the Company, intending to be legally bound hereby,
has caused this Warrant to be signed by its Vice President, and attested by its
Secretary or Assistant Secretary as of the 14th day of July, 1997.
LASERTECHNICS, INC.
By: _______________________________
Name:
Title:
Attest:
_______________________________
Name:
Title:
Page 7 of 9
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Annex A
COMMON STOCK PURCHASE WARRANT
NOTICE OF EXERCISE
____________ 19__
To: LASERTECHNICS, INC.
The undersigned, pursuant to the provisions set forth in Warrant No.______,
hereby irrevocably elects and agrees to purchase ___________ shares of the
Company's Common Stock covered by such Warrant, and makes payment herewith in
full therefor of the Total Exercise Price of $__________________.
The undersigned hereby represents that the undersigned is exercising such
Warrant for its own account or the account of an affiliate and will not sell or
otherwise dispose of the underlying Warrant Shares in violation of applicable
securities laws. If said number of shares is less than all of the shares
purchasable hereunder the undersigned requests that a new Warrant evidencing the
rights to purchase the remaining Warrant Shares (which new Warrant shall in all
other respects be identical to the Warrant exercised hereby) be registered in
the name of ________________________________ whose address is:
______________________________
______________________________
______________________________
Signature: _______________________________
Printed name:_______________________________
Address: _______________________________
_______________________________
_______________________________
Page 8 of 9
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Annex B
ASSIGNMENT
FOR VALUE RECEIVED ________________________ hereby sells, assigns and
transfers all of its rights as set forth in Warrant No. _____________ with
respect to the shares of the Company's Common Stock covered thereby as set forth
below unto:
NAME OF ASSIGNEE(S) ADDRESS(ES) NO. OF SHARES
------------------- ----------- -------------
_________________________ ________________________ _______________
_________________________ ________________________ _______________
All notices to be given by the Company to the Warrant Holder pursuant to
paragraph 10 of Warrant No._______ shall be sent to the Assignee(s) at the
above stated address(es), and, if the number of shares being hereby assigned is
less than all of the shares covered by Warrant No._______ , than also to the
undersigned.
The undersigned requests that the Company execute and deliver, if
necessary to comply with the provisions of paragraph 5 of Warrant No.________, a
new Warrant or, if the number of shares being hereby assigned is less than all
of the shares covered by Warrant No.________, new Warrants in the name of the
undersigned, the assignee and/or the assignees, as is appropriate.
Dated: _______________________, 19__
Signature: ______________________________
Printed name: ______________________________
Address: ______________________________
______________________________
______________________________
Page 9 of 9
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EXHIBIT B
See Exhibit 20
attached to Amendment No. 7
to Schedule 13D
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EXHIBIT C
THE SECURITIES TO WHICH THIS ALLONGE IS ATTACHED HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
LASERTECHNICS, INC.
No. _________________ July 14, 1997
ALLONGE TO 10% CONVERTIBLE DEBENTURE
DUE MARCH 1, 1999
----------------------------------
REFERENCE IS MADE to that certain 10% Convertible Debenture Due
March 1, 1999 (the "Debenture"), of LASERTECHNICS, INC., a Delaware corporation
(the "Company"), payable to _______________ or its registered assign (the
"Holder"). This Allonge amends the Debenture, effective as of the date first
written above: (i) to provide for certain limitations on the right of the Holder
to convert the Debenture during the Standstill Period (as defined herein) and
(ii) to reduce the Fixed Conversion Price (as defined in the Debenture) by
$1.00.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be bound hereby, the Company hereby covenants and
agrees with and for the benefit of the Holder, its successors and assigns, as
follows:
SECTION 1. The Debenture is hereby amended, effective as of the date
first written above, by adding a new subsection "(f)" to such Section 4 of the
Debenture, as follows:
"(f) Standstill. Anything contained herein to the contrary
notwithstanding, during the period from and including July 14, 1997, to
and including February 13, 1998 (the "Standstill Period"), no record
Holder of Debentures shall be entitled to convert any Debentures held by
such Holder, except to the extent that the aggregate principal amount of
Debentures converted by such Holder (or redeemed by the Company in lieu of
conversion) during the Standstill Period does not, during the period
indicated below, exceed the applicable aggregate percentage set forth
below of the
00
xxxxxxxxx xxxxxx xx Xxxxxxxxxx held by such Holder on the first day of the
Standstill Period:
Portion of Standstill Period Aggregate Percentage
---------------------------- --------------------
From and including July 14, 1997,
to and including October 13, 1997.... 25%
From and including October 14, 1997,
to and including November 13, 1997... 40%
From and including November 14, 1997,
to and including December 13, 1997... 55%
From and including December 14, 1997,
to and including January 13, 1998.... 70%
From and including January 14, 1998,
to and including February 13, 1998... 85%
From and after February 14, 1998........... 100%
For all purposes of this Section 4(f) any Holder (a "Transferee") that
acquires Debentures during the Standstill Period from another Holder (the
"Transferor") in any single transaction (the "Transfer") shall be deemed
(i) to have held at the beginning of the Standstill Period Debentures in
the aggregate principal amount equal to the product of (x) the aggregate
principal amount of Debentures held by the Transferor at the beginning of
the Standstill Period times (y) the Acquired Percentage; and (ii) to have
converted (or have had redeemed by the Company in lieu of conversion)
during the period from the beginning of the Standstill Period through the
date of such Transfer Debentures in the aggregate principal amount equal
to the product of (x) the aggregate principal amount of Debentures
converted by such Transferor (or redeemed by the Company in lieu of
conversion) from the beginning of the Standstill Period through the date
of such Transfer times (y) the Acquired Percentage. As used in this
paragraph, the term "Acquired Percentage" means the percentage that the
aggregate principal amount of Debentures acquired by the Transferee from
the Transferor in such Transfer bears to the aggregate principal amount of
Debentures held by the Transferor immediately before giving effect to such
Transfer. Upon any Transfer, for all purposes of this Section 4(f), the
Transferor shall be deemed (i) to have held at the beginning of the
Standstill Period Debentures in the aggregate principal amount equal to
the product of (x) the aggregate principal amount of Debentures held by
the Transferor at the beginning of the Standstill Period times (y) the
difference between 100% and the Acquired Percentage; and (ii) to have
converted (or have had
Page 2 of 4
20
redeemed by the Company in lieu of conversion) during the period from the
beginning of the Standstill Period through the date of such Transfer
Debentures in the aggregate principal amount equal to the product of (x)
the aggregate principal amount of Debentures converted by such Transferor
(or redeemed by the Company in lieu of conversion) from the beginning of
the Standstill Period through the date of such Transfer times (y) the
difference between 100% and the Acquired Percentage. In the event of
successive Transfers, this paragraph will be applied successively.
Notwithstanding anything herein to the contrary, if at any time during the
Standstill Period the Company shall, in breach of its obligations
hereunder, fail to convert (or to redeem in lieu of conversion) any
Debentures (or portion thereof) held of record by the Holder of this
Debenture and properly presented for conversion by the Holder pursuant to
this Section 4 (and which the Holder is entitled to convert pursuant to
this Section 4(f)), then, upon written notice by the Holder to the Company
given pursuant to this paragraph (and without limiting any other rights or
remedies of the Holder in respect of such failure to convert), so long as
such default by the Company shall continue, the provisions of this Section
4(f) shall not apply to the Holder.
SECTION 2. The Debenture is hereby amended, effective as of the date
first written above, by deleting the figure "$2.00" in clause (x) of Section
4(a), immediately prior to the words "(the 'Fixed Conversion Price')" and
inserting the figure "$1.00" in lieu thereof.
SECTION 3. Except as otherwise expressly provided herein, the
Debenture shall remain in full force and effect as originally issued, and all
the terms and provisions thereof, except as expressly modified herein, are
hereby ratified and affirmed.
SECTION 4. The Holder represents and warrants that it is the
beneficial and record owner of the Debenture on the date first written above and
covenants and agrees to firmly affix this Allonge to the Debenture, whereupon it
shall become a part thereof.
Page 3 of 4
21
IN WITNESS WHEREOF, the undersigned Lasertechnics, Inc., has caused
this Allonge to 10% Convertible Debentures Due March 1, 1999, to be executed,
delivered and affixed to the Debenture as and for an allonge thereto, all on as
of the date first written above.
LASERTECHNICS, INC.
By _______________________________________
Name:
Title:
ACCEPTED AND AGREED to as of
the date first written above, as and for an
allonge to the Debentures.
[HOLDER]
By __________________________
Name:
Title:
Page 4 of 4
