Contract
EXHIBIT
10.2
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEREFORE, THEY MAY NOT
BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS
NOT REQUIRED UNDER SUCH ACT.
WARRANT
TO PURCHASE COMMON STOCK
Of
MACROSOLVE,
INC.
This Warrant is issued to
_______________an __________corporation (“Holder”), by MacroSolve, Inc., an
Oklahoma corporation (the “Company”), as of July 8, 2002. This
Warrant is issued in connection with and in consideration for sales and
marketing efforts which Holder has agreed to make with respect to the Company’s
anyforms™ technology as further described in the Summary Private Placement
Memorandum issued by the Company on July 8, 2002.
1. Purchase of
Shares. Subject to the terms and conditions hereinafter set
forth, the Holder is entitled, upon surrender of this Warrant at the principal
office of the Company (or at such other place as the Company shall notify the
Holder in writing), to purchase from the Company, the number of fully paid and
non-assessable shares of Common Stock of the Company calculated as set forth
below (the “Shares”).
Holder
will use its best efforts with respect to sales and marketing of the Company’s
anyforms™ products. For each sale of such products made primarily
through the efforts of the Holder from the date hereof through December 31,
2004, the Holder will receive a credit in the amount of 10% of the gross revenue
for such sale actually received by the Company up to a maximum credit amount of
$200,000.00. Such credit shall be applied solely to payment of the
Exercise Price of the Warrants issued hereunder and will not be paid in
cash.
2. Exercise
Price. The purchase price for each Share is $6.5359, subject
to adjustment pursuant to Section 6 hereof, which may be paid in cash or through
the application of credits as described herein (as adjusted, the “Exercise
Price”).
3. Exercise
Period. This Warrant shall be exercisable beginning on January
1, 2005, and shall remain so exercisable through 11:59 p.m., December 31, 2005,
at which time this Warrant shall expire.
4. Method of
Exercise. So long as this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise in one
transaction only, the purchase rights evidenced hereby. Such exercise
shall be effected by:
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(a)
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the
surrender of this Warrant to the Company at its principal offices,
together with a duly executed Notice of Exercise (a copy of the form of
which is attached hereto); and
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(b)
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the
payment to the Company of an amount equal to the aggregate Exercise Price
for the number of Shares being purchased, said amount to consist of cash
plus any credits for commissions payable by the Company to Holder for
Holder’s sales and marketing efforts of the Company’s anyforms™
technology.
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5. Certificates for
Shares. Upon the exercise of the purchase rights evidenced by
this Warrant, one or more certificates for the number of Shares so purchased
shall be issued to the Holder as soon as practicable thereafter (with
appropriate restrictive legends).
6. Adjustment of Exercise Price
and Number of Shares. The number of and kind of securities
purchasable upon exercise of this Warrant and the Exercise Price shall be
subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations
and Other Issuances. If the Company shall at any time prior to
the expiration of this Warrant subdivide its Common Stock, by split-up or
otherwise, or combine its Common Stock, or issue additional shares of its Common
Stock as a dividend with respect to any shares of its Common Stock, the number
of Shares issuable on the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or stock dividend, or
proportionately decreased in the case of a combination. Appropriate
adjustments shall also be made to the purchase price payable per share, but the
aggregate purchase price payable for the total number of Shares purchasable
under this Warrant (as adjusted) shall remain the same. Any
adjustment under this Section 6(a) shall become effective at the close of
business on the date the subdivision or combination becomes effective, or as of
the record date of such stock dividend, or in the event that no record date is
fixed, upon the making of such stock dividend.
(b) Reclassification,
Reorganization and Consolidation. In case of any
reclassification, capital reorganization, or change in the Common Stock of the
Company (other than as a result of a subdivision, combination, or stock dividend
provided for in Section 6(a) above), lawful provision shall be made, and
duly executed documents evidencing the same from the Company or its successor
shall be delivered to the Holder, so that the Holder shall have the right at any
time prior to the expiration of this Warrant to purchase, at a total price equal
to that payable upon the exercise of this Warrant, the kind and amount of shares
of stock and other securities and property receivable in connection with such
reclassification, reorganization, as were purchasable by the Holder immediately
prior to such reclassification, reorganization, or change. In any
such case appropriate provisions shall be made with respect to the rights and
interests of the Holder so that the provisions hereof shall thereafter be
applicable with respect to any shares of stock or other securities and property
deliverable upon exercise hereof, and appropriate adjustments shall be made to
the purchase price per share payable hereunder, provided the aggregate purchase
price shall remain unchanged.
(c) Notice of
Adjustment. When any adjustment is required to be made in the
number or kind of shares purchasable upon exercise of this Warrant, or in the
Exercise Price, the Company shall promptly notify the Holder of such event and
of the number of shares of Common Stock or other securities or property
thereafter purchasable upon exercise of this Warrant.
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7. No Fractional Shares or
Scrip. No fractional shares or scrip representing fractional
shares shall be issued upon the exercise of this Warrant, but in lieu of such
fractional shares the Company shall make a cash payment to the Holder for such
fractional shares based on the Exercise Price then in effect.
8. Transfers of
Warrant. This warrant is not transferable in whole or in part
without the prior written consent of the Company.
9. Governing
Law. This Warrant shall be governed by the laws of the State
of Oklahoma without regard to its conflict of laws principles.
IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by an officer thereunto duly
authorized.
| MACROSOLVE, INC. | |
| By: ______________________________________ | |
| Name: ____________________________________ | |
| Title: _____________________________________ |
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NOTICE OF
EXERCISE
To: MACROSOLVE,
INC.
The undersigned hereby elects to
purchase _____________ shares of Common Stock of MacroSolve, Inc. pursuant to
the terms of the attached Warrant; payment of the Exercise Price per share
required under such Warrant accompanies this notice.
| WARRANT HOLDER: | |
| By: ______________________________________ | |
| Name: ____________________________________ | |
| Title: _____________________________________ | |
| Address: __________________________________ | |
| Date: _____________________________________ |
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