Exhibit 10.1
FORM OF WARRANT
Void After
THIS WARRANT AND THE UNDERLYING COMMON STOCK HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES, AND THUS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER THAT ACT
OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHER, SUCH TRANSFER IS
SUBJECT TO THE CONDITIONS SPECIFIED HEREIN AND NO TRANSFER OF SUCH SECURITIES
MAY BE CONSUMMATED UNLESS AND UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
Securacom, Incorporated
Warrant for the Purchase of Common Stock
Securacom, Incorporated, a Delaware Corporation (the "Company") hereby
certifies that, for value received, (the "Holder") is entitled, subject to terms
set forth below, to purchase from the Company fully paid and nonassessable
shares of the Common Stock, $.01 par value per share (the "Common Stock"), of
the Company at a purchase price of $ per share (the "Per Share Purchase Price")
for a maximum aggregate purchase price of
($ ) (the "Aggregate Purchase Price"). The
Shares of the Common Stock purchasable hereunder are referred to as the "Warrant
Shares."
1. Exercise of Warrant
This Warrant may be exercised by the Holder of this Warrant by
surrendering it, together with the form of Subscription attached hereto, duly
completed and executed by the Holder, to the Company and upon payment for the
Warrant Shares prior to . If this Warrant is exercised in part, this Warrant
must be exercised for a number of whole shares of the Common Stock. Upon partial
exercise, the Company shall promptly issue and deliver to the Holder of this
Warrant a new Warrant or Warrants of like tenor for the unexercised portion
remaining subject to exercise prior to the expiration date set forth herein.
This Warrant will vest % per year over three years from and will be
cancelled prior to vesting in the event the Holder either resigns from the
Company or is terminated for justifiable cause.
2. Issuance of Certificates
As soon as practicable after full or partial exercise of this Warrant
and payment for the Warrant Shares, the Company will cause to be issued in the
name of and delivered to the Holder of this Warrant a certificate or
certificates for the number of full shares of Common Stock of the Company to
which such Holder shall be entitled upon such exercise.
3. Protection Against Dilution
If this Warrant shall be exercised subsequent to any stock dividend,
split-up, recapitalization, merger, consolidation, combination or exchange of
shares, separation, reorganization or liquidation of the Company occurring after
the date hereof as a result of which shares of any class shall be issued in
respect of outstanding shares of Common Stock (or shall be issuable in respect
of securities convertible into shares of Common Stock) or upon exercise of
rights (other than this Warrant) to purchase shares of the same or a different
number of shares of the same or another class or classes, this Warrant shall
evidence, for the aggregate price paid upon such exercise, the right to purchase
the aggregate number and class of shares exercised immediately before such stock
dividend, split-up, recapitalization, merger, consolidation, combination or
exchange of shares, separation, reorganization or liquidation.
Prior to the expiration of this Warrant, the Company will reserve and
keep available a sufficient number of shares of Common Stock to satisfy the
requirements of this Warrant. The Company will take all actions as may be
necessary to assure that all shares of capital stock issued upon exercise of
this Warrant will be duly and validly authorized and issued and fully paid and
nonassessable. The Company shall not be obligated to sell any shares of Common
Stock or other securities upon exercise of this Warrant if, at the time of such
exercise, such sale would violate any applicable laws or governmental rules or
regulations regarding sales of securities.
4. Notice
The Company shall give written notice by certified mail, return receipt
requested, to the registered Holder of this Warrant at the Holder's address
shown in the Company's books of stock dividend, distribution or subscription
rights, adjustment or readjustment of the Per Share Purchase Price or the number
of shares of Common Stock, or the date as of which the reorganization,
reclassification, consolidation, merger, sale, dissolution, liquidation or
winding up shall take place. Such notice shall be mailed at least fifteen (15)
business days, prior to the first of the dates specified above.
5. Restrictions on Transfer - Legends
(a) The Warrant and the Common Stock that can be purchased upon its
exercise shall not be transferable unless the terms and conditions of this
Warrant have been strictly complied with. This Warrant shall bear the legend set
forth on the face hereof and each certificate of Common Stock issued upon its
exercise to the Holder or any subsequent transferee of any such certificate
shall be imprinted with the legends in substantially the following form:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or
under the securities laws of any state, and such shares may
not be sold or transferred unless such sale or transfer is in
accordance with the registration requirements of the
Securities Act of 1933, as at the time amended, and the
appropriate state securities laws, or unless some other
exemption from the registration requirements of such Act and
State laws is available with respect thereto. The shares
represented by this Certificate are transferable only to the
Corporation or to the Shareholders of the Corporation unless
and until the Holder hereof
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shall have complied with all provisions of the Articles of
Incorporation, Bylaws and any applicable agreement with the
Corporation affecting the sale thereof, copies of which are on
file at the principal office of the Corporation."
(b) Until this Warrant is transferred on the books of the Company, the
Company may treat the registered Holder of this Warrant as the absolute owner of
this Warrant for all purposes, notwithstanding any notice to the contrary.
6. Amendment
This Warrant and any of its terms may be changed only by a written
instrument signed by the Company and the Holder.
7. Warrant Holder Not Shareholder
Except as otherwise provided herein, this Warrant does not confer upon
the Holder any right to vote or to consent to or receive notice as a shareholder
of the Company, as such, in respect of any matters whatsoever, or any other
rights or liabilities as a shareholder, prior to the exercise hereof.
8. Loss, etc., of Warrant
Upon receipt of evidence satisfactory to the Company of the loss,
theft, destruction or mutilation of this Warrant, and of indemnity reasonably
satisfactory to the Company, if lost, stolen or destroyed, and upon surrender
and cancellation of this Warrant, if mutilated, the Company shall execute and
deliver to the Holder a new Warrant of like date, tenor and denomination.
This Warrant shall be binding upon successors or assigns of the
Company.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its President and Chief Executive Officer and its corporate seal to be hereunto
affixed.
Date: Securacom, Incorporated
By:
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SCHEDULE OF WARRANT HOLDERS
Number of
Name Warrants Held
Xxxxx, Xxxxxx X. Xx.......................................... 25,000
Xxxxxxxx, Xxxxxxxx X......................................... 10,000
Xxxxx, R. Michael............................................ 25,000
Xxxxxx, Xxxxxxx X............................................ 50,000
Xxxxxx, Xxxxxx X............................................. 159,382
Xxxxxxxxx, Xxxxxx X.......................................... 25,000
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