EXHIBIT 4.1
COMMON STOCK
PURCHASE WARRANT
THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT"), AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144
UNDER THE ACT. THIS WARRANT AND ANY SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE HEREOF MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
EXERCISABLE AT ANY DATE PRIOR TO 5:00 P.M., CENTRAL TIME, DECEMBER 1,
2005, EXCEPT AS SET FORTH HEREIN
WARRANT
FOR THE PURCHASE OF UP TO 730,000 SHARES OF THE COMMON STOCK
PAR VALUE $.02 PER SHARE
OF
EQUITEX, INC.
A DELAWARE CORPORATION
THIS CERTIFIES THAT, for value received, Xxxxx X. Xxxxxxxx or his or
her successors and assigns (the "Holder"), as registered owner of this Warrant ,
is entitled to at any time, during the period commencing on December 1, 2001,
and ending at 5:00 p.m., Central Time, December 1, 2005, or such later date as
the Equitex, Inc. (the "Company") Board of Directors shall determine (the
"Exercise Period"), to subscribe for, purchase and receive up to 730,000 shares
of Common Stock, par value $.02 per share, fully paid and nonassessable (the
"Common Stock") of the Company at the price of $3.85 per share, being the
Closing Price thereof on the NASDAQ Small Cap market on November 30, 2001, or
such lower price as the Company, by authorization of its Board of Directors
shall determine (the "Exercise Price"), upon presentation and surrender of this
Warrant and upon payment of the Exercise Price for such shares of the Common
Stock of the Company at the principal office of the Company; provided, however,
that if the Company shall change the number of shares of its Common Stock issued
and outstanding during the term of this Warrant by dividend, split or reverse
split or pursuant to a corporate reorganization, a proportionate adjustment
shall be made to the number or nature of the shares of Common Stock to be issued
upon the exercise of this Warrant, and to the Exercise Price herein stated.
Upon exercise of the Warrant, the form of election hereinafter provided
for must be duly executed and the instruction for registration of the Common
Stock acquired by such exercise must
be completed. If the subscription rights represented hereby shall not have been
exercised by the expiration of the Exercise Period, this Warrant shall become
void and without further force of effect, and all rights represented hereby
shall cease and expire.
In the event of the exercise or assignment hereof in part only, the
Company shall cause to be delivered to the Holder a new warrant of like tenor to
this Warrant in the name of the Holder evidencing the right of the Holder to
purchase the number shares of Common Stock purchasable hereunder as to which
this Warrant has not been exercised or assigned.
In no event shall this Warrant (or the shares of Common Stock issuable
upon full or partial exercise hereof) be offered or sold except in conformity
with the Act.
In the event that during the Exercise Period the Company files a
registration statement under the Act, which relates to an offering of securities
of the Company (except in connection with either an offering on Form S-8, S-4,
or any other inapposite form, and subject to any restrictions or limitations on
such registrations in agreements the Company my have entered into prior to the
issuance of the Common Stock issuable upon the exercise of this Warrant) the
Company shall consider in good faith, whether to include the Common Stock
issuable upon exercise of this Warrant in such registration statement and the
prospectus included therein, so as to permit the public sale of all or some
portion of the Common Stock issuable upon exercise of this Warrant in compliance
with the Act. Holder shall not be obligated to pay nor be responsible for any
costs or expenses incurred in connection with such registration and shall not be
required to exercise the Warrant, in whole or in part , prior to the
effectiveness of the registration statement for the Common Stock, issuable upon
exercise of the Warrant to be included in the registration statement. The
Company shall give written notice to the Holder of its intention to file a
registration statement under the Act relating to a current offering of the
aforesaid securities of the Company thirty (30) or more days prior to the filing
of such registration statement, and Holder shall make a written request that the
Common Stock issuable upon exercise of this Warrant be so included, no later
than fifteen (15) or more days prior to the date specified in the notice(s) as
the date on which it is intended to file such registration statement. Neither
the delivery of such notice by the Company nor such request by the Holder shall
in any way obligate the Company to file such registration statement, or to
include the Common Stock issuable upon exercise of this Warrant therein, if the
Company shall determine in its good faith judgment not to do so, and
notwithstanding the filing of such registration statement, the Company may, at
any time prior to the effective date thereof, determine not to offer the
securities to which such registration statement relate, without liability to the
Holder.
By acceptance of the Warrant, Holder represents that this Warrant and
all shares of Common Stock acquired upon exercise hereof are acquired and will
be acquired for the Holder's own account for investment and with no intention at
the time of such purchase or acquisition of distributing or reselling the same
or any part thereof to the public and, in furtherance of this representation,
agrees that this Warrant and any Common Stock issued upon exercise hereof may be
legended to prohibit transfer, sale or other disposition except in compliance
with the Act.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer as of this 30th day of November, 2001.
By: /S/ XXXXX XXXX
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Its: PRESIDENT
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Form to be used to Assign Warrant.
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ASSIGNMENT
(To be executed by the Holder to effect a transfer of the within Warrants)
FOR VALUE RECEIVED, _____________________________________ does hereby
sell, assign and transfer unto __________________________ The right to purchase
______________________________ Shares of the Common Stock represented by the
within Warrant, and does hereby irrevocably constitute and appoint
_______________________________ Attorney-in-fact to transfer such right on the
books of the Company with full power of substitution in the premises.
Dated:__________________. 200__
By:_________________________________
NOTICE: The signature to the form to exercise or to assign must be medallion
guaranteed by a bank, other than a savings bank, or by a trust company or by a
firm having membership on a registered national securities exchange.
Form to be used to exercise Warrant
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EXERCISE
The undersigned hereby elects irrevocably to exercise the within
Warrant and to purchase _________________________ Shares of the common Stock of
the Company called for thereby, and hereby makes payment of $______________ (at
the rate of $_____ per share of the Common Stock) in payment of the Exercise
Price pursuant thereto. Please issue the shares of the Common Stock as to which
this Warrant is exercised in accordance with the instructions given below.
Dated:__________________. 200__
By:_______________________________________
Name (Printed):___________________________
Signature Medallion Guaranteed By:
__________________________________________
__________________________________________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name:_____________________________________________________________
Address:__________________________________________________________
Identification Number/
Social Security Number:___________________________________________
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NOTICE: The signature to the form to exercise or to assign must be medallion
guaranteed by a bank, other than a savings bank, or by a trust company or by a
firm having membership on a registered national securities exchange.