EXHIBIT 4.1
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS
OF ANY STATE, AND THEY MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED,
ASSIGNED OR TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH
RESPECT TO THESE SECURITIES, OR (B) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT.
WARRANT TO PURCHASE
COMMON STOCK OF CALAMP CORP.
FOR VALUE RECEIVED, subject to the terms and conditions herein set
forth, EchoStar Technologies Corporation, a Texas corporation (the
"Customer"), or its permitted successors and assigns (collectively,
"Holder") is entitled to purchase from CalAmp Corp., a Delaware corporation
(the "Company"), at any time prior to the Expiration Date (as defined
below), at a price per share as set forth in Section 1 hereof (the "Warrant
Price"), Three Hundred Fifty Thousand (350,000) fully paid and non-
assessable shares of the common stock (the "Common Stock") of the Company,
par value $0.01 per share (the "Shares"). On or prior to the date of
issuance of this Warrant, the Customer and the Company have entered into a
Settlement Agreement dated as of December 14, 2007 (the "Settlement
Agreement").
1. Warrant Price. The Warrant Price for each of the Shares purchasable
hereunder shall be equal to $3.72, 110% of the Average Stock Price (as
defined in the Settlement Agreement), subject to adjustment as provided in
Section 7.
2. Expiration of Warrant. This Warrant shall expire and shall no longer be
exercisable after the third anniversary of the date hereof (the "Expiration
Date").
3. No Stockholder Rights. This Warrant shall not entitle Holder to any of
the rights of a stockholder of the Company until such time as Holder
exercises this Warrant.
4. Reservation of Shares. The Company covenants that during the period
this Warrant is exercisable it will reserve from its authorized and unissued
shares of Common Stock a sufficient number of shares to provide for the
issuance of the maximum number of shares of Common Stock issuable upon the
exercise of this Warrant. The Company agrees that its issuance of this
Warrant shall constitute full authority to its officers to instruct the
Company's transfer agent to issue the necessary certificates for shares of
Common Stock upon the exercise of this Warrant.
5. Exercise of Warrant.
(a) This Warrant may be exercised by Holder, in whole or in part, by the
surrender of this Warrant at the principal office of the Company,
accompanied by an executed copy of the Exercise Form attached hereto and
payment in full of the aggregate Warrant Price for the Shares being
purchased upon such exercise. In the event of exercise of this Warrant in
compliance with the provisions hereof, certificates for the Shares so
purchased shall be delivered to Holder promptly and, unless this Warrant has
been fully exercised or expired, a new Warrant representing that portion of
the Shares, if any, with respect to which this Warrant will not then have
been exercised, shall be issued to Holder. The Warrant shall be deemed to
have been exercised immediately prior to the close of business on the date
of its surrender for exercise as provided above, and Holder shall be treated
for all purposes as the holder of record of such shares as of the close of
business on such date.
(b) Issuance of certificates for the Shares upon the exercise of this
Warrant shall be made without charge to the registered Holder hereof for any
issue or transfer tax or other incidental expense with respect to the
issuance of such certificates, all of which taxes and expenses shall be paid
by the Company, and such certificates shall be issued in the name of the
registered holder of this Warrant or in such name or names as may be
directed by the registered holder of this Warrant; provided, however, that
in the event certificates for the Shares are to be issued in a name other
than the name of the registered Holder of this Warrant, this Warrant, when
surrendered for exercise, shall be accompanied by the Assignment Form
attached hereto duly executed by Holder hereof, and provided further, that
any such transfer shall comply with Section 6 hereof.
6. Transfer or Assignment of Warrant.
(a) This Warrant, and any rights hereunder, may not be assigned or
transferred, except as provided herein and in accordance with and subject to
the provisions of (i) applicable state securities laws, and (ii) the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder (such Act and such rules and regulations being
hereinafter collectively referred to as the "Act"). Any purported transfer
or assignment made other than in accordance with this Section 7 shall be
null and void and of no force and effect.
(b) This Warrant, and any rights hereunder, may be transferred or
assigned only upon receipt by the Company of (i) notice of the proposed
transfer or assignment and a detailed statement of the circumstances
surrounding the proposed transfer or assignment, (ii) if reasonably
requested by the Company, an opinion of counsel reasonably satisfactory to
the Company that (A) the transferee is a person to whom this Warrant may be
legally transferred without registration under the Act, and (B) such
transfer will not violate any applicable law or governmental rule or
regulation, including, without limitation, any applicable federal or state
securities law and (iii) an agreement in writing that the transferee shall
be subject to each of the terms of that certain Voting and Lock-Up
Agreement, dated as of December 14, 2007, by and between the Company and the
Customer.
(c) Any assignment permitted hereunder shall be made by surrender of
this Warrant to the Company at its principal office with the Assignment Form
annexed hereto duly executed and funds sufficient to pay any transfer tax,
if any. In such event, the Company shall, without charge, execute and
deliver a new warrant in the name of the assignee named in such instrument
of assignment in the amount so assigned and this Warrant shall be promptly
canceled; provided, however, that in the event that Holder hereof shall
assign or transfer less than the full amount of this Warrant, a new warrant
evidencing the remaining portion of this Warrant not so assigned or
transferred shall be issued in the name of Holder.
7. Adjustments to Shares.
(a) If outstanding shares of the Company's Common Stock shall be
subdivided into a greater number of shares or a dividend in Common Stock
shall be paid in respect of Common Stock, the Warrant Price in effect
immediately prior to such subdivision or at the record date of such dividend
shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately
reduced. If outstanding shares of Common Stock shall be combined into a
smaller number of shares, the Warrant Price in effect immediately prior to
such combination shall, simultaneously with the effectiveness of such
combination, be proportionately increased. When any adjustment is required
to be made in the Warrant Price, the number of shares of Common Stock
purchasable upon the exercise of this Warrant shall be changed to the number
determined by dividing (i) an amount equal to the number of shares issuable
upon the exercise of this Warrant immediately prior to such adjustment,
multiplied by the Warrant Price in effect immediately prior to such
adjustment, by (ii) the Warrant Price in effect immediately after such
adjustment.
(b) If any capital reorganization or reclassification of the capital
stock of Company, any consolidation or merger of the Company with another
entity, or the sale, lease or exchange of all or substantially all of the
Company's assets to another entity shall be effected in such a way that
holders of shares of Common Stock of the Company shall be entitled to
receive stock, securities or assets with respect to or in exchange for such
shares, then, as a condition precedent to such reorganization,
reclassification, consolidation, merger, sale, lease or exchange, lawful and
adequate provisions shall be made whereby the holder shall thereafter have
the right to purchase and receive upon the basis and the terms and
conditions specified in this Agreement and in lieu of the shares of Common
Stock immediately theretofore purchasable and receivable upon the exercise
of the rights represented hereby, such shares of stock, securities or assets
as may be issued or payable in such reorganization, reclassification,
consolidation, merger, sale, lease or exchange with respect to or in
exchange for the number of shares of Common Stock purchasable and receivable
upon the exercise of the rights represented hereby had such rights been
exercised immediately prior thereto, and in any such case appropriate
provision shall be made with respect to the rights and interests of Holder
to the end that the provisions hereof shall thereafter be applicable, as
nearly as may be possible, in relation to any shares of stock, securities or
assets thereafter deliverable upon the exercise hereof. The Company will
not effect any such reorganization, recapitalization, consolidation, merger,
sale, lease or exchange, unless prior to the consummation thereof the
successor entity (if other than Company) resulting from such consolidation
or merger or the entity purchasing or leasing such assets or acquiring such
surviving or resulting entity shall assume by written instrument, executed
and mailed or delivered to Holder at the last address thereof appearing on
the books of the Company, the obligation to deliver to such Holder such
shares of stock, securities or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase.
(c) When any adjustment is required to be made in the number of shares
of Common Stock purchasable hereunder or the Warrant Price pursuant to this
Section 7, the Company shall promptly mail to Holder a certificate setting
forth (i) a brief statement of the facts requiring such adjustment, (ii) the
Warrant Price after such adjustment and (iii) the kind and amount of stock
or other securities or property into which this Warrant shall be exercisable
after such adjustment.
8. Loss, Theft, Destruction or Mutilation of Warrant. Upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and
upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Warrant, if mutilated,
the Company will make and deliver a new warrant identical in tenor and date
in lieu of this Warrant.
9. General. This Warrant shall be governed by and interpreted in
accordance with the laws of the State of Delaware, except for its principles
of conflicts of laws. The headings in this Warrant are for purposes of
convenience and reference only and shall not be deemed to constitute a part
hereof. Neither this Warrant nor any term hereof may be changed, waived,
discharged or terminated orally, but rather only by an instrument in writing
signed by the Company and Holder. This Warrant shall be binding on and
inure to the benefit of the parties hereto and their respective successors
and assigns. In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall
not in any way be affected or impaired thereby and the parties will attempt
in good faith to agree upon a valid and enforceable provision which shall be
a commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute in this Warrant. All notices and other
communications from the Company to Holder shall be mailed by prepaid courier
or first-class registered or certified mail, postage pre-paid, to the
address furnished to the Company in writing by the last holder who shall
have furnished an address to the Company in writing.
Issued this 14th day of December, 2007.
CALAMP CORP.
By: /s/ Xxxx Xxxxx
___________________
Name: Xxxx Xxxxx
Title: CEO
FORM OF ASSIGNMENT
(To be signed only upon assignment of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:
___________________________________________________________________
___________________________________________________________________
___________________________________________________________________
(Name and address of assignee must be printed or typewritten)
_____________ shares of CalAmp Corp. Common Stock purchasable under the
within Warrant, hereby irrevocably constituting and appointing
____________________ Attorney to transfer said Warrant on the books of the
Company, with full power of substitution in the premises.
Dated: _____________
_______________________________
(Signature of Registered Owner)
EXERCISE FORM
(to be executed only upon exercise of Warrant)
To: CalAmp Corp.
0000 X. Xxxx Xxxxxx
Xxxxxx, XX 00000
The undersigned, pursuant to the provisions set forth in the attached
Warrant, hereby irrevocably elects to purchase _____________ shares of the
Common Stock, par value $0.01, covered by such Warrant and herewith makes
payment of $_____________, representing the full purchase price for such
shares at the price per share provided for in such Warrant. The undersigned
requests that (1) a certificate for such shares be registered in the name of
the undersigned hereinafter set forth and that such certificate be delivered
to the undersigned at the address hereinafter set forth, and (2) unless the
attached Warrant has been fully exercised or expired, a new Warrant
representing that portion of the shares of Common Stock, if any, with
respect to which the attached Warrant will not then have been exercised, be
issued to the undersigned.
Dated: ____________ Name: _______________________
Signature _______________________
Address: _______________________
_______________________
