EXHIBIT 4.3
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CLASS K WARRANT TO PURCHASE COMMON STOCK OF ZAP
THIS CERTIFIES THAT, in exchange for good and valuable consideration,
receipt of which is duly acknowledged, ZAP, a California corporation (the
"Company"), hereby grants to the person or persons whose names(s) and address
are set forth on the signature page of this Agreement (the "Holder"), a warrant
to purchase that number of shares of the Common Stock of the Company set forth
above (this "Warrant") at a price and under terms set forth herein.
This Warrant is issued pursuant to the confirmed Plan of Reorganization dated,
July 1, 2002 between the Company and _______________________.
EXERCISE OF WARRANT
Purchase Price. The price for the Common Stock issuable upon exercise of this
Warrant for a period of 1,095 days, from the date of issuance, at an exercise
price of $1.00 for the remaining life of the Warrant through the expiration date
of July 1, 2007.
Payment. Subject to compliance with the terms and conditions of this
Warrant and applicable securities laws, this Warrant may be exercised, in whole
or in part at any time or from time to time on or before the Expiration Date, by
surrendering this Warrant at the principal office of the Company together with
the form of Notice of Exercise attached hereto as Exhibit 1 (the "Notice of
Exercise") duly executed by the Holder, and(b)payment: (i) in cash (by check) or
by wire transfer; (ii) by cancellation by the Holder of indebtedness of the
Company to the Holder; or (iii) by a combination of (i) and (ii), of an amount
equal to the product obtained by multiplying the number of shares of Common
Stock being purchased upon such exercise by the then effective Purchase Price
(the "Exercise Amount
Net Issue Exercise. In lieu of the payment methods set forth above,
the Holder may elect to exchange all or some of the Warrant for shares of Common
Stock equal to the value of the amount of the Warrant being exchanged on the
date of exchange. If Holder elects to exchange this Warrant as provided in this
Section, Holder shall tender to the Company the Warrant for the amount being
exchanged, along with written notice of Xxxxxx's election to exchange some or
all of the Warrant, and the Company shall issue to Holder the number of shares
of the Common Stock computed using the following formula:
X = Y (A-B)
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A
Where X = the number of shares of Common Stock to be issued to Holder.").
Y = the number of shares of Common Stock purchasable under the
portion of the Warrant being exchanged (as adjusted to the date
of such calculation).
A = the Fair Market Value of one share of the Company's Common Stock.
B = Purchase Price (as adjusted to the date of such calculation).
All references herein to an "exercise" of the Warrant shall include an
exchange pursuant to this Section .
Time of Exercise. The Holder may exercise this Warrant at any time or
from time to time after July 1, 2002 before 5:00p.m. Pacific Time on June 31,
2007. If by the Expiration Date the Holder has not exercised any portion of this
Warrant, that portion will expire and be of no further effect. The Board of
Directors may decrease the exercise price, increase the life of the warrants, or
re-purchase the warrant at its sole discretion by delivering written notice to
the Holder upon 30 days notice to the Holder.
The Warrant may be assigned, sold, or transferred by the Holder
without restriction. The stock received from the exercise of the Warrant will be
without restriction, and as free trading as exempt from the Securities Act of
1933 pursuant to Section 1145 of the Bankruptcy Code.
