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EXHIBIT 10.10
DENSE-PAC MICROSYSTEMS, INC.
AMENDED AND RESTATED WARRANT AGREEMENT
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND MAY
NOT BE SOLD, EXCHANGED, HYPOTHECATED OR TRANSFERRED IN ANY MANNER EXCEPT
IN COMPLIANCE WITH SECTION 10 OF THIS AGREEMENT.
THIS AMENDED AND RESTATED WARRANT AGREEMENT (the "Agreement"),
originally dated as of October 23, 1995 and amended and restated as of April 1,
1996, is made and entered into by and between Dense-Pac Microsystems, Inc., a
California corporation (the "Company"), and Euroventures Benelux II B.V., a
Netherlands corporation (the "Warrantholder").
For good and valuable consideration, receipt of which is hereby
acknowledged, the Company hereby issues to the Warrantholder warrants (as
hereinafter described, the "Warrants") to purchase up to an aggregate of 375,000
(subject to adjustment pursuant to Section 5 hereof) shares (the "Shares") of
the Company's Common Stock (the "Common Stock").
In consideration of the foregoing and for the purpose of defining the
terms and provisions of the Warrants and the respective rights and obligations
thereunder, the Company and the Warrantholder, for value received, hereby agree
as follows:
Section 1. Representations.
1.1 Investment Representation. The Warrantholder acknowledges that
neither the Warrants nor any of the Shares have been registered under the
Securities Act of 1933, as amended (the "Act") or qualified under the California
Corporate Securities Law, in reliance upon exemptions therefrom. The
Warrantholder represents that it is acquiring the Warrants, and will acquire the
Shares, for its own account and not with a view to the distribution thereof. The
Warrantholder has no contract, undertaking, agreement or arrangement with any
person to sell, transfer or otherwise distribute to such persons or to have such
persons sell, transfer or otherwise distribute for the Warrantholder, the
Warrants or the Shares. The Warrantholder further represents and warrants that
it is an existing shareholder of the Company and has the business experience to
analyze, and net worth sufficient to assume, the risks of this investment.
1.2 Legend on Shares. Each certificate for Shares issued upon
exercise of the Warrants shall bear the following legend:
"The shares represented by this Certificate have not been
registered under the Securities Act of 1933. The shares may not
be sold, exchanged, hypothecated or transferred in any manner
unless they are registered under said Act and applicable state
law or an exemption from such registration is available.
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a public distribution pursuant to a Registration Statement under the Act, of
the securities represented thereby) shall also bear the above legend unless, in
the opinion of the Company's counsel, the securities represented thereby need no
longer be subject to such restrictions.
Section 2. Term of Warrants; Exercise of Warrants.
Subject to the terms of this Agreement, the Warrantholder shall have the
right, at any time until 5:00 p.m., Los Angeles time, on November 14, 1999 (the
"Termination Date"), to purchase from the Company up to the number of fully paid
and nonassessable Shares to which the Warrantholder may at the time be entitled
to purchase pursuant to this Agreement, upon surrender to the Company, at its
principal office, of this Agreement and payment to the Company of the Warrant
Price (as defined in and determined in accordance with the provisions of
Sections 4 and 5 hereof), for the number of Shares in respect of which such
Warrant is then exercised, but in no event for less than 100 Shares (unless less
than an aggregate of 100 Shares are then purchasable under all outstanding
Warrants held by a Warrantholder). Payment of the aggregate Warrant Price shall
be made in cash, by check or wire transfer, or upon written notice by the
Warrantholder that it agrees to the cancellation of a specified amount of
outstanding principal or interest which the Company then owes the Warrantholder
under that certain Loan Agreement dated October 12, 1994 between the Company and
the Warrantholder, as amended and supplemented by that certain Addendum to Loan
Agreement of even date herewith between the Company and the Warrantholder.
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Upon surrender of this Agreement and payment for the Shares, the Company
shall issue and cause to be delivered within five business days to or upon the
written order of the Warrantholder and in such name or names as the
Warrantholder may designate a certificate or certificates for the number of full
Shares issuable upon the exercise of the Warrants, together with cash, as
provided in Section 0 hereof, in respect of any fractional Share otherwise
issuable upon such exercise.
The Warrants shall be exercisable, at the election of the Warrantholder,
either in full or from time to time in part and, in the event that the Warrants
are partially exercised, a new Warrant Agreement evidencing the remaining
portion of the Warrants shall be executed by both parties hereto.
Section 3. Reservation of Shares.
There has been reserved, and the Company shall at all times keep
reserved so long as the Warrants remain outstanding, out of its authorized and
unissued Common Stock, such number of shares of Common Stock as shall be subject
to purchase under the Warrants.
Section 4. Warrant Price.
The initial price per Share (the "Warrant Price") at which Shares shall
be purchasable upon the exercise of the Warrants shall be $7.00.
If at any time after April 1, 1996, the Company sells any Common Stock,
other than pursuant to employee benefit plans (whether now in effect or adopted
in the future) or warrants or convertible securities with a fixed exercise or
conversion price (subject to standard anti-dilution adjustments) which are
outstanding on April 1, 1996, at a price per share which is less than the
initial Warrant Price (as adjusted to give effect to stock splits or stock
dividends), the Warrant Price shall be reduced to equal such lower price;
provided, however, that no adjustment of the Warrant Price shall be made at any
time that such adjustment would result in the Warrantholder incurring any
liability to the Company pursuant to Section 16(b) of the Securities Exchange
Act of 1934, as amended. The Warrant Price shall also be subject to adjustment
pursuant to Section 5 hereof.
Section 5. Adjustment of Warrant Price and Number of Shares.
In case the Company shall (i) pay a dividend in Common Stock or any
other security or make a distribution in Common Stock, (ii) subdivide its
outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares of Common Stock, or (iv) issue by reclassification of
its Common Stock other securities of the Company, the number and kind of Shares
purchasable upon exercise of the Warrants immediately prior thereto shall be
adjusted so that the Warrantholder shall be entitled to receive the kind and
number of Shares or other securities of the Company which it would have owned or
would have been entitled to receive immediately after the happening of any of
the events described above, had the Warrants been exercised immediately prior to
the happening of such event or any record date with respect thereto. Any
adjustment made pursuant to this Section 5 shall become effective immediately
after the effective date of such event retroactive to the record date, if any,
for such event.
Whenever the number of Shares purchasable upon the exercise of the
Warrants is adjusted as herein provided, the Warrant Price payable upon exercise
of the Warrants shall be adjusted by multiplying such Warrant Price immediately
prior to such adjustment by a fraction, the numerator of which shall be the
number of Shares purchasable upon the exercise of the Warrants immediately prior
to such adjustment, and the denominator of which shall be the number of Shares
so purchasable immediately thereafter.
Except as provided in this Section 5, no adjustment in respect of any
cash dividends or distributions out of earnings shall be made during the term of
the Warrants or upon the exercise of the Warrants.
Section 6. Merger or Consolidation.
In case of any merger or consolidation of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the continuing corporation), or in the case of any sale or conveyance of the
property of the Company as an entirety or substantially as an entirety in
connection with which the Company is dissolved, the Warrantholder shall have the
right thereafter (until the Termination Date) to receive upon the exercise
hereof, for the same aggregate Warrant Price hereunder immediately prior to such
event, the kind and amount of shares of stock or other securities or property
receivable upon such merger or consolidation, or upon the dissolution following
such sale or other transfer, by a holder of the number of Shares obtainable upon
exercise of this Warrant immediately prior to such event.
Section 7. Fractional Interests.
The Company shall not be required to issue fractional Shares on the
exercise of the Warrants. If any fraction of a Share would, except for the
provisions of this Section 0, be issuable on the exercise of the Warrants (or
specified portion thereof), the Company shall pay an amount in cash equal to (i)
the average Sale Price (as defined in Section 8 hereof) during the fifteen (15)
consecutive trading days immediately preceding the date in question, (ii)
multiplied by such fraction.
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Section 8. Call Option.
If at any time during the term of the Warrants the Sale Price (as
defined below) of the Company's Common Stock equals or exceeds $9.00 (as
adjusted to give effect to stock splits and stock dividends) for each of the 20
consecutive trading days preceding but not including the date of such call, the
Company shall have the right and option, upon no less than 30 days' written
notice to the Warrantholder, to call, and thereafter to redeem and acquire, all
of the Warrants evidenced hereby which remain outstanding and unexercised at the
date fixed for redemption in such notice (the "Redemption Date"), for an amount
equal to One-Tenth of One Cent ($.001) per Warrant; provided, however, that the
Warrantholder shall have the right during the period between the date of such
notice and the Redemption Date to exercise the Warrants in accordance with the
provisions hereof; and provided further that if prior to the Redemption Date the
Warrantholder has requested a registration of the Shares pursuant to Section
10.2 hereof, the Redemption Date shall be extended, if necessary, until the
effective date of such registration. Said notice of redemption shall require the
Warrantholder to surrender this Agreement to the Company, on the Redemption
Date, at the principal executive offices of the Company. Notwithstanding the
fact that any Warrants called for redemption have not been surrendered for
redemption and cancellation on the Redemption Date, after the Redemption Date
such Warrants shall be deemed to be expired and all rights of the Warrantholder
to such unsurrendered Warrants shall cease and terminate, other than the right
to receive the redemption price of $.001 per Warrant for such Warrants, without
interest.
The term "Sale Price" shall mean (i) if the Common Stock is traded in
the over-the-counter market or quoted on a NASDAQ system but not on any national
securities exchange, the highest ask (offer) price on the day in question as
reported by NASDAQ or an equivalent generally accepted reporting service, or
(ii) if the Common Stock is traded on a national securities exchange, the
highest sale price on the day in question as reported thereon.
Section 9. No Rights as Stockholder; Notices to Warrantholder.
Nothing contained in this Agreement shall be construed as conferring
upon the Warrantholder or its transferees any rights by virtue of the Warrants
as a stockholder of the Company, including the right to vote, receive dividends,
consent or receive notices as a stockholder in respect of any meeting of
stockholders for the election of directors of the Company or any other matter,
except the Company shall mail to Warrantholder a copy of its annual report and
any periodic reports provided its shareholders. If, however, at any time prior
to the expiration or redemption of the Warrants and prior to their exercise in
full, any one or more of the events described in Section 0 shall occur, then the
Company shall give notice in writing of such event to the Warrantholder, as
provided in Section 14 hereof, as soon as reasonably practical but in any event
at least 30 days prior to the date fixed as a record date or the date of closing
the transfer books for the determination of the stockholders entitled to vote on
such proposed consolidation, merger, sale, dissolution, liquidation or winding
up. Such notice shall specify such record date or the date of closing the
transfer books, as the case may be. Failure to mail or receive such notice or
any defect therein shall not affect the validity of any action taken with
respect thereto.
Section 10. Restrictions on Transfer; Registration Rights.
10.1 The Warrantholder agrees that prior to making any disposition of
the Warrants or the Shares, if no registration statement or post-effective
amendment thereto under the Act (collectively a "Registration Statement") with
respect to such disposition is then effective, no such disposition shall be made
unless the Company has received from the Warrantholder an opinion of counsel
reasonably satisfactory to the Company that such disposition may be made without
registration under the Act.
10.2 Upon the written request of the Warrantholder at any time prior
to the Termination Date, the Company agrees to prepare and file, as promptly as
practicable at its own expense, a Registration Statement with the Securities and
Exchange Commission and appropriate Blue Sky authorities sufficient to permit
the public offering of the Shares, and to use its best efforts at its own
expense through its officers, directors, auditors and counsel, in all matters
necessary or advisable, to cause such Registration Statement to become effective
and to keep such Registration Statement effective for a period of three years
(and to keep the Prospectus current for such period) following the effective
date thereof. The Company shall be required to file only one Registration
Statement pursuant to this Section 0. Notwithstanding any provision to the
contrary, the Company's obligation to file a Registration Statement shall not be
satisfied unless and until the Registration Statement is declared effective by
the Securities and Exchange Commission. The registration rights of the
Warrantholder shall not be extinguished if the Registration Statement is
withdrawn for any reason.
The Company may include other of its securities in such Registration
Statement, unless the underwriter of such offering, if any, reasonably advises
the Company that the inclusion of such other securities will materially and
adversely affect the distribution of, or the market for, the Shares.
10.3 All fees, disbursements and out-of-pocket expenses (other than
Warrantholder's or holders' of Shares brokerage fees and commissions and legal
fees of counsel to the Warrantholders or holders of Shares, if any) in
connection with the filing of a Registration Statement (and Prospectus) pursuant
to Section 0, including amendments and supplements thereto, and in complying
with applicable securities and Blue Sky laws of up to five states designated by
the Warrantholder shall be borne by the Company.
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The Company at its expense will supply any Warrantholder and any holder of
Shares with copies of such Registration Statement and the prospectus included
therein and other related documents in such quantities as may be reasonably
requested by the Warrantholder or holder of Shares.
10.4 The Company shall not be required by this Section 0 to file a
Registration Statement or include any Shares in a Registration Statement
pursuant to this Section 0 if, in the written opinion of counsel for the Company
the proposed sale or other transfer of the Shares is exempt from applicable
federal and state securities laws and would result in all purchasers or
transferees of such Shares obtaining securities which are not "restricted
securities," as defined in Rule 144 under the Act.
Section 11. Indemnification.
11.1 In the event of the filing of any Registration Statement with
respect to the Shares pursuant to Section 0 hereof, the Company agrees to
indemnify and hold harmless the Warrantholder or any holder of such Shares and
each person, if any, who controls the Warrantholder or any holder of such Shares
within the meaning of the Act against any losses, claims, damages or
liabilities, joint or several (which shall, for all purposes of this Agreement,
include, but not be limited to, all costs of defense and investigation and all
attorneys' fees and costs), to which the Warrantholder or any holder of such
Shares or such controlling person may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in any such Registration
Statement, final prospectus, or amendment or supplement thereto, or arise out of
or are based upon the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that the Company will not be liable in any such case to the
extent that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement of omission or omission was
made therein in reliance upon, and in conformity with, written information
furnished or omitted to be furnished to the Company by such Warrantholder or
such holder of Shares specifically for use in the preparation thereof. This
indemnity will be in addition to any liability which the Company may otherwise
have.
11.2 The Warrantholders and the holders of the Shares agree that they
will indemnify and hold harmless the Company, each other person referred to in
subparts (1), (2) and (3) of Section 11(a) of the Act in respect of the
Registration Statement and each person, if any, who controls the Company within
the meaning of the Act, against any losses, claims, damages or liabilities
(which shall, for all purposes of this Agreement, include but not be limited to,
all costs of defense and investigation and all attorneys' fees) to which the
Company or any such director, officer or controlling person may become subject
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement of any material fact contained in such Registration Statement,
final prospectus or amendment or supplement thereto, or arise out of or are
based upon the omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but in each
case only to the extent that such untrue statement or omission was made in such
Registration Statement, final prospectus or amendment or supplement thereto in
reliance upon, and in conformity with, written information furnished or omitted
to be furnished to the Company by the Warrantholder or such holder of Shares
specifically for use in the preparation thereof. This indemnity agreement will
be in addition to any liability which the Warrantholder or such holder of Shares
may otherwise have.
11.3 Promptly after receipt by an indemnified party under this
Section 0 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 0, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve the
indemnifying party from any liability which it may have to any indemnified party
except as to any losses, claims, damages or liabilities incurred by the
indemnified party prior to its notice to the indemnifying party. In case any
such action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate in, and, to the extent that it may wish, jointly with
any other indemnifying party similarly notified, reasonably assume the defense
thereof, subject to the provisions herein stated and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party will not be liable to such indemnified
party under this Section 0 for any legal or other expenses subsequently incurred
by such indemnified party in connection with the defense thereof other than
reasonable costs of investigation, unless the indemnifying party shall not
pursue the action to its final conclusion. The indemnified party shall have the
right to employ separate counsel in any such action and to participate in the
defense thereof, but the fees and expenses of such counsel shall not be at the
expense of the indemnifying party if the indemnifying party has assumed the
defense of the action with counsel reasonably satisfactory to the indemnified
party; provided that if the indemnified party is a Warrantholder or a holder of
Shares or a person who controls a Warrantholder or a holder of Shares within the
meaning of the Act, the fees and expenses of such counsel shall be at the
expense of the indemnifying party if (i) the employment of such counsel has been
specifically authorized in writing by the indemnifying party or (ii) the named
parties to any such action, including any impleaded parties, include both a
Warrantholder or a holder of Shares or such controlling person and the
indemnifying party and a Warrantholder or a holder of Shares or such controlling
person shall have been advised by such counsel that there may be one or more
legal defenses available to the indemnifying party which are not available to or
in conflict with any legal defenses which may be available to a Warrantholder or
a holder of Shares or controlling person (in which case the indemnifying party
shall not have the right to assume the defense of such action on behalf of a
Warrantholder or a holder of Shares or such controlling person, it being
understood, however, that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the
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reasonable fees and expenses of more than one separate firm of attorneys for the
Warrantholders, the holders of the Shares and controlling persons, which firm
shall be designated in writing by a majority in interest of such holders and
such controlling party based upon the value of the securities included in the
Registration Statement). No settlement of any action against an indemnified
party shall be made without the consent of the indemnified and the indemnifying
parties, which consent shall not be unreasonably withheld in light of all
factors of importance to such parties.
Section 12. Contribution.
In order to provide for just and equitable contribution under the Act in
any case in which (i) a Warrantholder or any holder of the Shares or controlling
person makes a claim for indemnification pursuant to Section 0 hereof but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of Section 0 thereof
provide for indemnification in such case or (ii) contribution under the Act may
be required on the part of any Warrantholder or any holder of the Shares or
controlling person, then the Company and any Warrantholder or any such holder of
the Shares or controlling person shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Agreement, include, but not be limited to, all costs of
defense and investigation and all attorneys' fees), in either such case (after
contribution from others) on the basis of relative fault as well as any other
relevant equitable considerations. The relative fault shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or a
Warrantholder or holder of Shares or controlling person on the other and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and such holders of
such securities and such controlling parties agree that it would not be just and
equitable if contribution pursuant to this Section 0 were determined by pro rata
allocation or by any other method which does not take account of the equitable
considerations referred to in this Section 0. The amount paid or payable by an
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to above in this Section 0 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
Section 13. Exchange, Transfer, Assignment or Loss of Warrant.
Subject to Section 0 hereof, this Warrant is exchangeable, without
expense, at the option of the Warrantholder, upon presentation and surrender
hereof to the Company at its offices for other Warrants of different
denominations entitling the holder thereof to purchase in the aggregate the same
number of Shares as are purchasable hereunder. Upon surrender of this Warrant to
the Company at its principal office with the Assignment form annexed hereto duly
executed, the Company shall, without charge, execute and deliver a new Warrant
in the name of the assignee named in such instrument of assignment and this
Warrant shall be promptly cancelled. Subject to Section 0 hereof, this Warrant
may be divided or combined with other Warrants upon presentation thereof at the
office of the Company together with a written notice signed by the Warrantholder
hereof specifying the names and denominations in which new Warrants are to be
issued. Upon receipt by the Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and, in the case of loss,
theft or destruction, of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date.
Section 14. Notices.
Any notice pursuant to this Agreement by the Company or by a
Warrantholder or a holder of Shares shall be in writing and addressed as
follows, and shall be deemed to have been duly given, if delivered personally or
by telecopy, on the date of delivery, or if sent by air courier, two business
days after deposited with the air courier:
If to a Warrantholder or a holder of Shares:
Euroventures Benelux II B.V.
▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Facsimile: 011 322 721 4435
With a copy to:
▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Coblentz, Cahen, ▇▇▇▇▇▇ & Breyer
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
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If to the Company:
Dense-Pac Microsystems, Inc.,
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Any party may from time to time change the address to which notices to
it are to be delivered or mailed hereunder by notice in accordance herewith to
the other parties.
Section 15. Successors.
All the covenants and provisions of this Agreement by or for the benefit
of the Company, the Warrantholders or the holders of Shares shall bind and inure
to the benefit of their respective successors and assigns hereunder.
Section 16. Applicable Law.
This Agreement shall be deemed to be a contract made under the laws of
the State of California and for all purposes shall be construed in accordance
with the laws of said State. Each party hereto expressly consents to the
jurisdiction of the California courts and agrees that any action relating to or
arising out of this Agreement shall be instituted and prosecuted only in the
Municipal or Superior Court of the City and County of San Francisco. Each party
waives any right to a change in venue and any and all objections to the
jurisdiction of the California courts.
Section 17. Attorneys' Fees.
In the event of any dispute concerning the terms or conditions of this
Agreement, or in the event the Warrantholder is required to enforce said terms
and conditions, the prevailing party in such dispute or enforcement shall be
entitled to recover all of its reasonable attorneys' fees and costs incurred in
connection with said dispute or enforcement, whether or not litigation is
commenced.
Section 18. Benefits of this Agreement.
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrantholder and the holders of Shares
any legal or equitable right, remedy or claim under this Agreement. This
Agreement shall be for the sole and exclusive benefit of the Company, the
Warrantholder and the holders of Shares.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed, all as of the day and year first above written.
DENSE-PAC MICROSYSTEMS, INC.
By /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Chief Executive Officer
EUROVENTURES BENELUX II B.V.
By /S/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇,
Managing Director
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ASSIGNMENT FORM
For value received, the undersigned registered owner of Warrants to
purchase Common Stock of Dense-Pac Microsystems, Inc., a California corporation
(the "Company"), represented by that certain Warrant Agreement dated
________________ between the Company and the undersigned, hereby sells,
transfers and assigns to the assignee named below Warrants to purchase
___________ shares of the Company's Common Stock:
Assignee:
Name ____________________________
Address ____________________________
____________________________
and authorizes the Company to cancel the Warrant Agreement and to issue and
deliver a new Warrant Agreement in the name of the Assignee for the number of
Warrants so transferred hereby.
Dated:___________ _____________________________________________________________
Signature
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