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Exhibit 4.7
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, AND MAY BE REOFFERED AND SOLD ONLY IF SO
REGISTERED OR IF AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
TELECHIPS CORPORATION
Warrant for the Purchase of Shares of
Series A 10% Convertible Redeemable Preferred Stock
______ Shares
FOR VALUE RECEIVED, Telechips Corporation, Inc., a Nevada
corporation (the "COMPANY"), hereby certifies that __________ or its permitted
assigns, is entitled to purchase from the Company, at any time or from time to
time commencing on October 31, 1994 and prior to 5:00 P.M., New York City time,
on October 31, 1999 (the "Termination Date") __________________________
______ (______) fully paid and non-assessable shares of the Series A 10%
Convertible Redeemable Preferred Stock, $1.00 par value per share, of the
Company at an exercise price of $1.00 per share. (Hereinafter, (i) said Series
A 10% Convertible Redeemable Preferred Stock, together with any other equity
securities which may be issued by the Company with respect thereto or in
substitution therefor, is referred to as the "PREFERRED STOCK," (ii) the Series
A Common Stock, $.01 par value, of the Company into which the Preferred Stock
is convertible, is referred to as the "COMMON STOCK," (iii) the shares of the
Preferred Stock purchasable hereunder or under any other Warrant (as
hereinafter defined) are referred to as the "WARRANT SHARES", (iv) the shares
of Common Stock purchasable hereunder or under any other Warrant (as
hereinafter defined) following the conversion of all shares of Preferred Stock
into Common Stock and each share of Common Stock receivable upon the conversion
of the Warrant Shares receivable upon the exercise of this Warrant are referred
to as the "CONVERSION SHARES," (v) the aggregate purchase price payable for the
Warrant Shares or the Conversion Shares, as the case may be, hereunder is
referred to as the "AGGREGATE WARRANT PRICE", (vi) the price payable for each
of the Warrant Shares or the Conversion Shares, as the case may be, hereunder
is referred to as the "PER SHARE WARRANT PRICE", (vii) this Warrant, all
similar Warrants issued on the date hereof or in connection with the Private
Placement of Units pursuant to the Private Placement Memorandum in which X.X.
Xxxxx Investment Banking Corp. acted as Placement Agent and all warrants
hereafter issued in exchange or substitution for this Warrant or such similar
Warrants are referred to as the "WARRANTS" and (viii) the holder of this
Warrant is referred to as the "HOLDER" and the holder of this Warrant and all
other Warrants, Warrant Shares and/or Conversion Shares are referred to as the
"HOLDERS" and Holders of more than 50% of the outstanding Warrants, Warrant
Shares and Conversion Shares are referred to as the "MAJORITY OF THE HOLDERS").
The Aggregate Warrant Price is not subject to adjustment. The Per Share
Warrant Price is subject to adjustment as hereinafter provided; in the event of
any such adjustment, the number of Warrant Shares or Conversion Shares, as the
case may be, deliverable upon exercise of this Warrant shall be adjusted by
dividing the
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Aggregate Warrant Price by the Per Share Warrant Price in effect immediately
after such adjustment.
1. EXERCISE OF WARRANT.
(a) This Warrant may be exercised, in whole at any time
or in part from time to time, commencing on April 7, 1995 and prior to 5:00
P.M., New York City time, on the Termination Date by the Holder:
(i) by the surrender of this Warrant (with the
subscription form at the end hereof duly executed) at the address set
forth in Subsection 10(a) hereof, together with proper payment of the
Aggregate Warrant Price, or the proportionate part thereof if this
Warrant is exercised in part, with payment for Warrant Shares or
Conversion Shares, as the case may be, made by certified or official
bank check payable to the order of the Company; or
(ii) by the surrender of this Warrant (with the cashless
exercise form at the end hereof duly executed) (a "CASHLESS EXERCISE")
at the address set forth in Subsection 10(a) hereof. Such
presentation and surrender shall be deemed a waiver of the Holder's
obligation to pay the Aggregate Warrant Price, or the proportionate
part thereof if this Warrant is exercised in part. In the event of a
Cashless Exercise, the Holder shall exchange its Warrant for that
number of Warrant Shares or Conversion Shares, as the case may be,
subject to such Cashless Exercise multiplied by a fraction, the
numerator of which shall be the difference between the then current
market price per share of Preferred Stock (or the Common Stock into
which the Preferred Stock is convertible) and the Per Share Warrant
Price, and the denominator of which shall be the then current market
price per share of Preferred Stock (or the Common Stock into which the
Preferred Stock is convertible). For purposes of any computation
under this Section 1(a)(ii), the then current market price per share
of Preferred Stock (or the Common Stock into which the Preferred Stock
is convertible) at any date (the "MARKET PRICE") shall be deemed to be
the last sale price of the Common Stock on the business day prior to
the date of the Cashless Exercise or, in case no such reported sales
take place on such day, the average of the last reported bid and asked
prices of the Common Stock on such day, in either case on the
principal national securities exchange on which the Common Stock is
admitted to trading or listed, or if not listed or admitted to trading
on any such exchange, the representative closing bid price of the
Common Stock as reported by the Nasdaq Stock Market, Inc.("NASDAQ"),
or other similar organization if Nasdaq is no longer reporting such
information, or, if the Common Stock is not reported on Nasdaq, the
high per share bid price for the Common Stock in the over-the-counter
market as reported by the National Quotation Bureau or similar
organization, or if not so available, the fair market price of the
Preferred Stock (or the Common Stock following conversion of all the
Preferred Stock) as determined in good faith by the Board of
Directors.
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(b) If this Warrant is exercised in part, this Warrant
must be exercised for a number of whole shares of the Preferred Stock, (or the
Common Stock following conversion of all the Preferred Stock) and the Holder is
entitled to receive a new Warrant covering the Warrant Shares or Conversion
Shares, as the case may be, which have not been exercised and setting forth the
proportionate part of the Aggregate Warrant Price applicable to such Warrant
Shares or Conversion Shares, as the case may be. Upon surrender of this
Warrant, the Company will (i) issue a certificate or certificates in the name
of the Holder for the largest number of whole shares of the Preferred Stock (or
the Common Stock following conversion of all the Preferred Stock) to which the
Holder shall be entitled and, if this Warrant is exercised in whole, in lieu of
any fractional share of the Preferred Stock (or the Common Stock following
conversion of all the Preferred Stock) to which the Holder shall be entitled,
pay to the Holder cash in an amount equal to the fair value of such fractional
share (determined in such reasonable manner as the Board of Directors of the
Company shall determine), and (ii) deliver the other securities and properties
receivable upon the exercise of this Warrant, or the proportionate part thereof
if this Warrant is exercised in part, pursuant to the provisions of this
Warrant.
(c) If this Warrant is exercised on or after the date on
which all shares of Preferred Stock have been converted into shares of Common
Stock (the "Conversion Date"), then this Warrant shall be exercisable only for
Conversion Shares at the then applicable Per Share Warrant Price (including any
adjustment pursuant to Section 3(h) below).
2. RESERVATION OF WARRANT SHARES; LISTING. The Company
agrees that, prior to the expiration of this Warrant, the Company will at all
times (a) have authorized and in reserve, and will keep available, solely for
issuance or delivery upon the exercise of this Warrant, the shares of the
Preferred Stock and other securities and properties as from time to time shall
be receivable upon the exercise of this Warrant, free and clear of all
restrictions on sale or transfer and free and clear of all preemptive rights
and rights of first refusal and (b) have authorized and in reserve, and will
keep available, solely for issuance or delivery upon conversion of the Warrant
Shares receivable upon the exercise of this Warrant, the shares of Common Stock
and other securities and properties as from time to time shall be receivable
upon such conversion, free and clear of all restrictions on sale or transfer
and free and clear of all preemptive rights and rights of first refusal; and
(c) if the Company hereafter lists its Common Stock on any national securities
exchange, keep the Conversion Shares authorized for listing on such exchange
upon notice of issuance.
3. PROTECTION AGAINST DILUTION.
(a) If, at any time or from time to time after the date
of this Warrant, the Company shall issue or distribute to the holders of shares
of Preferred Stock evidence of its indebtedness, any other securities of the
Company or any cash, property or other assets (excluding a subdivision,
combination or reclassification, or dividend or distribution payable in shares
of Preferred Stock, referred to in Sub-
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section 3(b), and also excluding cash dividends or cash distributions paid out
of net profits legally available therefor in the full amount thereof, together
with the value of other dividends and distributions made substantially
concurrently therewith or pursuant to a plan which includes payment thereof, is
equivalent to not more than 5% of the Company's net worth) (any such
non-excluded event being herein called a "SPECIAL DIVIDEND"), the Per Share
Warrant Price shall be adjusted by multiplying the Per Share Warrant Price then
in effect by a fraction, the numerator of which shall be the then current
Market Price of the Preferred Stock less the fair market value (as determined
in good faith by the Company's Board of Directors) of the evidence of
indebtedness, cash, securities or property, or other assets issued or
distributed in such Special Dividend applicable to one share of Preferred Stock
and the denominator of which shall be the then current Market Price of the
Preferred Stock. An adjustment made pursuant to this Subsection 3(a) shall
become effective immediately after the record date of any such Special
Dividend.
(b) In case the Company shall hereafter (i) pay a
dividend or make a distribution on its capital stock in shares of Preferred
Stock, (ii) subdivide its outstanding shares of Preferred Stock into a greater
number of shares, (iii) combine its outstanding shares of Preferred Stock into
a smaller number of shares or (iv) issue by reclassification of its Preferred
Stock any shares of capital stock of the Company (other than the Conversion
Shares), the Per Share Warrant Price shall be adjusted to be equal to a
fraction, the numerator of which shall be the Aggregate Warrant Price and the
denominator of which shall be the number of shares of Preferred Stock or other
capital stock of the Company which he would have owned immediately following
such action had such Warrant been exercised immediately prior thereto. An
adjustment made pursuant to this Subsection 3(b) shall become effective
immediately after the record date in the case of a dividend or distribution and
shall become effective immediately after the effective date in the case of a
subdivision, combination or reclassification.
(c) Except as provided in Subsections 3(a) and 3(d), in
case the Company shall hereafter issue or sell any shares of Preferred Stock or
rights, options, warrants or securities convertible into Preferred Stock
entitling the holders thereof to purchase Preferred Stock at a price per share
(determined by dividing (i) the total amount, if any, received or receivable by
the Company in consideration of the issuance or sale of such rights, options,
warrants or convertible securities plus the total consideration, if any,
payable to the Company upon exercise or conversion thereof (the "TOTAL
CONSIDERATION") by (ii) the number of additional shares of Preferred Stock
issuable upon exercise or conversion of such securities) less than the then
current Per Share Warrant Price in effect on the date of such issuance or sale,
the Per Share Warrant Price shall be adjusted as of the date of such issuance
or sale so that the same shall equal the price determined by dividing (i) the
sum of (A) the number of shares of Preferred Stock outstanding on the date of
such issuance or sale multiplied by the Per Share Warrant Price plus (B) the
Total Consideration by (ii) the number of shares of Preferred Stock outstanding
on the date of such issuance or sale plus the maximum number of additional
shares of Preferred Stock issuable upon exercise or conversion of such
securities.
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(d) No adjustment in the Per Share Warrant Price shall be
required in the case of the issuance by the Company of Preferred Stock pursuant
to the exercise of any Warrant.
(e) In case of any capital reorganization or
reclassification, or any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another entity
of the property of the Company as an entirety or substantially as a entirety,
or in the case of any statutory exchange of securities with another corporation
(including any exchange effected in connection with a merger of a third
corporation into the Company), the Holder of this Warrant shall have the right
thereafter to receive on the exercise of this Warrant the kind and amount of
securities, cash or other property which the Holder would have owned or have
been entitled to receive immediately after such reorganization,
reclassification, consolidation, merger, statutory exchange, sale or conveyance
had this Warrant been exercised immediately prior to the effective date of such
reorganization, reclassification, consolidation, merger, statutory exchange,
sale or conveyance and in any such case, if necessary, appropriate adjustment
shall be made in the application of the provisions set forth in this Section 3
with respect to the rights and interests thereafter of the Holder of this
Warrant to the end that the provisions set forth in this Section 3 shall
thereafter correspondingly be made applicable, as nearly as may reasonably be,
in relation to any shares of stock or other securities or property thereafter
deliverable on the exercise of this Warrant. The above provisions of this
Subsection 3(e) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, statutory exchanges, sales or
conveyances. The Company shall require the issuer of any shares of stock or
other securities or property thereafter deliverable on the exercise of this
Warrant shall be responsible for all of the agreements and obligations of the
Company hereunder. Notice of any such reorganization, reclassification,
consolid exchange, sale or conveyance and of said provisions so proposed to be
made, shall be mailed to the Holders of the Warrants not less than 30 days
prior to such event. A sale of all or substantially all of the assets of the
Company for a consideration consisting primarily of securities shall be deemed
a consolidation or merger for the foregoing purposes.
(f) Upon the conversion of all the Preferred Stock into
Common Stock the Per Share Warrant Price shall be adjusted to be equal to a
fraction, the numerator of which shall be the Aggregate Warrant Price and the
denominator of which shall be the number of shares of Common Stock or other
capital stock of the Company which the Holder would have owned immediately
following such conversion had this Warrant been exercised immediately prior
thereto.
(g) In case any event shall occur as to which the other
provisions of this Section 3 are not strictly applicable but as to which the
failure to make any adjustment would not fairly protect the purchase rights
represented by this Warrant in accordance with the essential intent and
principles hereof then, in each such case, the Majority of the Holders may
appoint a firm of independent public accountants of recognized national
standing reasonably acceptable to the Company, which shall give
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their opinion as to the adjustment, if any, on a basis consistent with the
essential intent and principles established herein, necessary to preserve the
purchase rights represented by the Warrants. Upon receipt of such opinion, the
Company will promptly mail a copy thereof to the Holder of this Warrant and
shall make the adjustments described therein. The fees and expenses of such
independent public accountants shall be borne by the Company.
(h) No adjustment in the Per Share Warrant Price shall be
required unless such adjustment would require an increase or decrease of at
least $0.10 per share of Preferred Stock; provided, however, t carried forward
and taken into account in any subsequent adjustment; provided, further,
however, that adjustments shall be required and made in accordance with the
provisions of this Section 3 (other than this Subsection 3(h)) not later than
such time as may be required in order to preserve the tax-free nature of a
distribution to the Holder of this Warrant or Preferred Stock issuable upon the
exercise hereof. All calculations under this Section 3 shall be made to the
nearest cent or to the nearest 1/100th of a share, as the case may be.
Anything in this Section 3 to the contrary notwithstanding, the Company shall
be entitled to make such reductions in the Per Share Warrant Price, in addition
to those required by this Section 3, as it in its discretion shall deem to be
advisable in order that any stock dividend, subdivision of shares or
distribution of rights to purchase stock or securities convertible or
exchangeable for stock hereafter made by the Company to its stockholders shall
not be taxable.
(i) Whenever the Per Share Warrant Price is adjusted as
provided in this Section 3 and upon any modification of the rights of a Holder
of Warrants in accordance with this Section 3, the Company shall promptly
prepare a brief statement of the facts requiring such adjustment or
modification and the manner of computing the same and cause copies of such
certificate to be mailed to the Holders of the Warrants. The Company may, but
shall not be obligated (unless requested by a Majority of the Holders) to
obtain, at its expense, a certificate of a firm of independent public
accountants of recognized standing selected by the Board of Directors (who may
be the regular auditors of the Company) setting forth the Per Share Warrant
Price and the number of Warrant Shares or Conversion Shares, as the case may be,
after such adjustment or the effect of such modification,
(j) If the Board of Directors of the Company shall
declare any dividend or other distribution with respect to the Preferred Stock
or Common Stock other than a cash distribution out of earned surplus, the
Company shall mail notice thereof to the Holders of the Warrants not less than
15 days prior to the record date fixed for determining stockholders entitled to
participate in such dividend or other distribution.
(k) If, as a result of an adjustment made pursuant to
this Section 3, the Holder of any Warrant thereafter surrendered for exercise
shall become entitled to receive shares of two or more classes of capital stock
or shares of Preferred Stock and other capital stock of the Company, the Board
of Directors (whose determination shall be conclusive and shall be described in
a written notice to the
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Holder of any Warrant promptly after such adjustment) shall determine the
allocation of the adjusted Per Share Warrant Price between or among shares or
such classes of capital stock or shares of Preferred Stock and other capital
stock.
(l) For purposes of the anti-dilution protection
contained in this Section 3, at all times following the conversion of all
shares of Preferred Stock into shares of Common Stock, the term Preferred Stock
shall be read to be Common Stock, context permitting, so that the anti-dilution
provisions will continue to protect the purchase rights represented by this
Warrant after the conversion of all the Preferred Stock into the Common Stock
in accordance with the essential intent and principles of this Section 3.
4. FULLY PAID STOCK; TAXES. The Company agrees that the
shares of the Preferred Stock represented by each and every certificate for
Warrant Shares delivered on the exercise of this Warrant and those for Common
Stock delivered upon the conversion of the Warrant Shares shall, at the time of
such delivery, be validly issued and outstanding, fully paid and nonassessable,
and not subject to preemptive rights or rights of first refusal, and the
Company will take all such actions as may be necessary to assure that the par
value or stated value, if any, per share of the Preferred Stock and the Common
Stock is at all times equal to or less than the then Per Share Warrant Price.
The Company further covenants and agrees that it will pay, when due and
payable, any and all Federal and state stamp, original issue or similar taxes
which may be payable in respect of the issue of any Warrant Share, Conversion
Share, or any certificate thereof.
5. REGISTRATION UNDER SECURITIES ACT OF 1933.
(a) The Company agrees that if, at any time during the
six year period commencing one year after the closing date of an initial public
offering of the Company's securities (the "IPO") registered under the
Securities Act of 1933, as amended (the "Act"), the Holder and/or the Holders
of any other Warrants, Warrant Shares and/or Conversion Shares, which have not
previously been registered under the Act, shall request that the Company file,
a registration statement under the Act covering not less than 50% of the
Conversion Shares, the Company will (i) promptly notify each Holder of the
Warrants, Warrant Shares and Conversion Shares not previously sold pursuant to
this Section 5, that such registration statement will be filed and that the
Conversion Shares which are then held, and/or may be acquired upon exercise of
the Warrants and conversion of the Warrant Shares by the Holder and such
holders will be included in such registrament at the Holder's and such holders'
request, (ii) cause such registration statement to cover all of such Conversion
Shares which it has been so requested to include, (iii) use its best efforts to
cause such registration statement to become effective as soon as practicable
and (iv) take all other action necessary under any Federal or state law or
regulation of any governmental authority to permit all such Conversion Shares
which it has been so requested to include in such registration statement to be
sold or otherwise
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disposed of, and will maintain such compliance with each such Federal and state
law and regulation of any governmental authority for the period necessary for
such Holders or holders to effect the proposed sale or other disposition, not
to exceed nine (9) months. The Company shall be required to effect a
registration or qualification pursuant to this Subsection 5(a) on one occasion
only.
(b) The Company agrees that if, at any time and from time
to time during the seven year period commencing after the IPO, the Board of
Directors of the Company shall authorize the filing of a registration statement
under the Act (other than the initial public offering of the Company's Common
Stock and otherwise than pursuant to Subsection 5(a) hereof, or other than a
registration statement on Form S-8, Form S-4 or any other form which does not
include substantially the same information as would be required in a form for
the general registration of securities) in connection with the proposed offer
of any of its securities by it or any of its stockholders, the Company will (i)
promptly notify each Holder of the Warrants, Warrant Shares and Conversion
Shares not previously sold pursuant to this Section 5, that such registration
statement will be filed and that the Conversion Shares which are then held,
and/or may be acquired upon exercise of the Warrants and conversion of the
Warrant Shares by the Holder and such holders will be included in such
registration statement at the Holder's and such holders' request provided such
request is received by the Company within twenty (20) days after receipt of
notice from the Company, (ii) cause such registration statement to cover all of
such Conversion Shares which it has been so requested to include, (iii) use its
best efforts to cause such registration statement to become effective as soon
as practicable and (iv) take all other action necessary under any Federal or
state law or regulation of any governmental authority to permit all such
Conversion Shares which it has been so requested to include in such
registration statement to be sold or otherwise disposed of, and will maintain
such compliance with each such Federal and state law and regulation of any
governmental authority for the period necessary for such Holders or holders to
effect the proposed sale or other disposition, not to exceed nine (9) months.
(c) Whenever the Company is required pursuant to the
provisions of this Section 5 to include in a registration statement Conversion
Shares, the Company shall (i) furnish each Holder of any Warrants, Warrant
Shares and/or Conversion Shares and each underwriter of such Common Stock with
such copies of the prospectus, including the preliminary prospectus, conforming
to the Act (and such other documents as each such Holder or each such uner to
facilitate the sale or distribution of such Common Stock, (ii) use its best
efforts to register or qualify such Common Stock under the blue sky laws (to
the extent applicable) of such jurisdiction or laws (to the extent applicable)
of such jurisdiction or jurisdictions as the Holders of any Common Stock and
each underwriter of such Common Stock being sold by such Holders shall
reasonably request and (iii) take such other actions as may be reasonably
necessary or advisable to enable such Holders and such underwriters to
consummate the sale or distribution in such jurisdiction or jurisdictions in
which such Holders shall have reasonably requested that such Common Stock be
sold.
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(d) The Company shall bear the entire cost and expense of
any registration of securities initiated by it under Subsection 5(b) hereof
notwithstanding that Warrants, Warrant Shares and/or Conversion Shares subject
to this Warrant may be included in any such registration. The Company shall
also comply with one request for registration made pursuant to Subsection 5(a)
hereof at its own expense and without charge to any holder of any Warrants,
Warrant Shares and/or Conversion; and the Company shall comply with one
additional request made pursuant to Subsection 5(a) hereof (and not deemed to
be pursuant to Subsection 5(b) hereof) at the sole expense of such majority
holder. Any holder whose Warrants, Warrant Shares and/or Conversion Shares
are included in any such registration statement pursuant to this Section 5
shall, however, bear the fees of his own counsel and any registration fees,
transfer taxes or underwriting discounts or commissions applicable to the
Warrants, Warrant Shares and/or Conversion Shares sold by him pursuant thereto.
(e) The Company will indemnify the holders of Conversion
Shares which are included in each registration statement referred to in
Subsections 5(a) and 5(b), and the underwriters of such Common Stock,
substantially to the same extent as is customary for indemnification and
contribution provisions in favor of underwriters and selling shareholders of
similar offerings, and such Holders will indemnify the Company (and the
underwriters, if applicable) with respect to information furnished by them in
writing to the Company for inclusion therein substantially to the same extent
as the underwriters indemnify the Company.
(f) If the Company shall at any time have completed a
public offering of shares of its Preferred Stock or Common Stock, it shall
thereafter take such steps as may be necessary to register it's Preferred Stock
or Common Stock, as the case may be, under Section 12(g) of the Securities
Exchange Act of 1934, as amended, to maintain such status, and to file with the
Securities and Exchange Commission all current reports and the information as
may be necessary to enable the Holder to effect sales of its shares in reliance
upon Rule 144 promulgated under the Act.
(g) Notwithstanding the foregoing, the Company shall not
be obligated to effect any registration pursuant to this Section 5 if at the
time of any request to effect a registration pursuant to this Section 5, the
Company is engaged, or has fixed plans to engage within ninety (90) days of the
time of the request, in a registered public offering or is engaged, or has
fixed plans to engage within ninety (90) days of time of the request, in any
other activity that, in the good faith determination of the Board of Directors
of the Company, would be adversely affected by the requested registration to
the material detriment of the Company, then the Company may at its option
direct that such request be delayed for a period not in excess of one hundred
twenty (120) days from the effective date of such offering, or the date of
commencement of such other material activity, as the case may be, such rights
to delay a request to be exercised by the Company not more than once in any
twelve month period.
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6. LIMITED TRANSFERABILITY. This Warrant may not be
sold, transferred, assigned or hypothecated by the Holder except in compliance
with the provisions of the Act and is so transferable only upon the books of
the Company which it shall cause to be maintained for such purpose. The
Company may treat the registered Holder of this Warrant as he or it appears on
the Company's books at any time as the Holder for all purposes. The Company
shall permit any Holder of a Warrant or his duly authorized attorney, upon
written request during ordinary business hours, to inspect and copy or make
extracts from its books showing the registered holders of Warrants. All
warrants issued upon the transfer or assignment of this Warrant will be dated
the same date as this Warrant, and all rights of the holder thereof shall be
identical to those of the Holder.
7. 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.
8. 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 stockholder of the Company, as such, in
respect of any matters whatsoever, or any other rights or liabilities as a
stockholder, prior to the exercise hereof.
9. COMMUNICATION. No notice or other communication
under this Warrant shall be effective unless, but any notice or other
communication shall be effective and shall be deemed to have been given if, the
same is in writing and is mailed by first-class mail, postage prepaid,
addressed to:
(a) the Company at Telechips Corporation, 0000 Xxxxxxxx
Xxxx, Xxxx, Xxxxxx 00000, or such other address as the Company has
designated in writing to the Holder, or
(b) the Holder at X.X. Xxxxx Investment Banking Corp., 00
Xxxx Xxxxxx, Xxx Xxxx Attn: Xxxxxx X. Xxxx, Esq., or other such
address as the Holder has designated in writing to the Company.
10. HEADINGS. The headings of this Warrant have been
inserted as a matter of convenience and shall not affect the construction
hereof.
11. APPLICABLE LAW. This Warrant shall be governed by
and construed in accordance with the law of the State of New York without
giving effect to the principles of conflicts of law thereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be
signed by its President and its corporate seal to be hereunto affixed and
attested by its Secretary this ___ day of __________, 1994.
TELECHIPS CORPORATION
By:____________________________________
Name:
Title: President
ATTEST:
__________________________________
Secretary
[Corporate Seal]
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SUBSCRIPTION
The undersigned, ___________________, pursuant to the
provisions of the foregoing Warrant, hereby agrees to subscribe for and
purchase ____________________ shares of the Preferred Stock, par value $1.00
per share, of Telechips Corporation covered by said Warrant, and makes payment
therefor in full at the price per share provided by said Warrant.
Dated:__________________ Signature:_____________________________
Address:_______________________________
CASHLESS EXERCISE
The undersigned ___________________, pursuant to the
provisions of the foregoing Warrant, hereby elects to exchange its Warrant for
___________________ shares of Preferred Stock, par value $1.00 per share, of
Telechips Corporation pursuant to the Cashless Exercise provisions of the
Warrant.
Dated:__________________ Signature:_____________________________
Address:_______________________________
ASSIGNMENT
FOR VALUE RECEIVED _______________ hereby sells, assigns and
transfers unto ____________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint
_____________________, attorney, to transfer said Warrant on the books of
Telechips Corporation
Dated:__________________ Signature:_____________________________
Address:_______________________________
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PARTIAL ASSIGNMENT
FOR VALUE RECEIVED _______________ hereby assigns and
transfers unto ____________________ the right to purchase _______ shares of the
Preferred Stock, par value $1.00 per share, of Telechips Corporation covered by
the foregoing Warrant, and a proportionate part of said Warrant and the rights
evidenced thereby, and does irrevocably constitute and appoint
____________________, attorney, to transfer that part of said Warrant on the
books of Telechips Corporation.
Dated:__________________ Signature:_____________________________
Address:_______________________________
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