Exhibit 4.11
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAW, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED
UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE
OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY REGISTRATION UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH
PROPOSED TRANSFER.
STOCK PURCHASE WARRANT CERTIFICATE
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Integrated Spatial Information Solutions, Inc, a Colorado corporation (the
"Company") issues this WARRANT as of the 1st day of February, 2000 (the "Date of
Issuance"), to
_______________________________ (the "Holder").
1. Issuance of Warrant, Term.
(a) For and in consideration of services rendered and to be rendered
by the Holder to the Company, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company hereby grants to the Holder the right
to purchase at the Exercise Price (as hereinafter defined)
___________ shares of Common Stock of the Company (the "Common
Stock")
as set forth herein, all subject to adjustment and upon the terms
and conditions contained herein, together with the other
appurtenant rights, powers and privileges hereinafter described.
(b) This Warrant shall be exercisable at any time and from time to
time in whole or in part until the third (3rd) anniversary of the
Date of Issuance.
2. Exercise Price. The exercise price per share for which all or any of the
shares of Common Stock of the Company (collectively, the "Warrant Shares") may
be purchased pursuant to the terms of this Warrant shall be $0.50 (the "Exercise
Price").
3. Exercise.
(a) This Warrant may be exercised by the Holder hereof on a cashless
(net) basis or on a cash basis (but only on the conditions hereinafter set
forth) as to all or any increment or increments of the Warrant Shares upon
delivery of written notice of intent to exercise to the Company at the
Company's address set forth below its signature below or the address most
recently reported in filing with the Securities and Exchange Commission by
the Company, together with this Warrant and cash or check payable to the
Company for the aggregate Exercise Price of the Warrant Shares so purchased
(the "Purchase Price"), except as provided in the following sentence. The
Holder may, at its option, elect to pay some or all of the Purchase Price
payable upon an exercise of this Warrant by canceling a portion of this
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Warrant exercisable for such number of the Warrant Shares as is determined
by dividing (i) the total Purchase Price payable in respect of the number
of Warrant Shares being purchased upon such exercise by (ii) the excess of
the Fair Market Value (as defined below) per share of Common Stock as of
the date of exercise over the Purchase Price per share. Upon exercise of
this Warrant, the Company shall as promptly as practicable, and in any
event within fifteen (15) days thereafter, execute and deliver to the
Holder of this Warrant a certificate or certificates for the total number
of Warrant Shares for which this Warrant is being exercised in such names
and denominations as are requested by such Holder. If this Warrant shall be
exercised with respect to less than all of the Warrant Shares, the Holder
shall be entitled to receive a new Warrant covering the number of Warrant
Shares in respect of which this Warrant shall not have been exercised,
which number shall be equal to the number of the outstanding shares of the
Company's Common Stock, as of the close of business on the date of final
exercise of the Warrant, which would cause the Holder to own the Warrant
Percentage of the shares of Common Stock of the Company calculated on a
fully diluted basis, minus the number of shares of the Company's Common
Stock issued upon earlier exercise(s) of the Warrant. The Company covenants
and agrees that it will pay when due any and all state and federal issue
taxes which may be payable in respect of the issuance of this Warrant or
the issuance of any Warrant Shares upon exercise of this Warrant.
(b) For purposes of this Warrant, "Common Stock" means the Common
Stock of the Company, and all other securities of any class of classes
(however designated) of the Company the holders of which have the right,
without limitation as to amount, after payment on any securities entitled
to a preference on dividends or other distributions upon any dissolution or
winding up, either to all or to a share of the balance of payments upon
such dissolution, liquidation or winding up.
(c) For purposes of this Warrant, "Fair Market Value" shall mean, with
respect to each share of Common Stock as of a particular date:
(A) If the Common Stock is traded on a securities exchange or
market or over-the-counter, then the fair market value per share
of the Common Stock shall be the average of the closing price of
the Common Stock on such exchange or market for the twenty (20)
business days ending five (5) business days prior to the date for
which the Fair Market Value is being determined; or
(B) If the Common Stock is not traded on a securities exchange or
market or over-the-counter, then as determined by the Company's
Board of Directors in good faith, in which event neither the
Board of Directors of the Company nor any appraiser shall take
into account or otherwise make any discount in respect of (i) any
restrictions on the transfer of shares of Common Stock of the
Company or this Warrant, (ii) any minority interest, (iii) any
lack of liquidity of shares of Common Stock of the Company or
this Warrant due to the fact that there may be no public or
private market for such shares or this Warrant, or (iv) the
voting status of this Warrant or any share of Common Stock of the
Company, whether under the Articles of Incorporation or Bylaws of
the Company, by agreement or otherwise. In determining the Fair
Market Value of the Common Stock as of a particular date, the
Company's Board of Directors (or the appraisers, as the case may
be) shall appraise the value of the Company as of such date and
the Fair Market Value of each share shall be the Fair Market
Value of the Company divided by the number of shares of Common
Stock of the Company on a fully diluted basis as of such date,
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taking into account only in the money options, warrants and
convertible securities and adding to Fair Market Value the
exercise price and conversion price of such in the money options,
warrants and convertible securities.
4. Covenants and Conditions. The above provisions are subject to the
following:
(a) Neither this Warrant nor the Warrant Shares have been registered under
the Securities Act or any state securities laws ("Blue Sky Laws"). This Warrant
has been acquired for investment purposes and not with a view to distribution or
resale and may not be pledged, hypothecated, sold, made subject to a security
interest, or otherwise transferred without (i) an effective registration
statement for such Warrant under the Securities Act and such applicable Blue Sky
Laws, or (ii) an opinion of counsel reasonably satisfactory to the Company that
registration is not required under the Securities Act or under any applicable
Blue Sky Laws. Transfer of the Warrant Shares issued upon the exercise of this
Warrant shall be restricted in the same manner and to the same extent as the
Warrant and the certificates representing such Warrant Shares shall bear
substantially the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
APPLICABLE STATE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR
TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH
REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY, REGISTRATION UNDER THE ACT AND APPLICABLE STATE SECURITIES
LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER.
THE SHARES SUBJECT TO THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON
TRANSFER PURSUANT TO THE TERMS OF THAT STOCK PURCHASE WARRANT DATED AS
OF FEBRUARY 1, 2000, AND ISSUED BY THE COMPANY. COPIES OF THE STOCK
PURCHASE WARRANT MAY BE OBTAINED FROM THE COMPANY'S SECRETARY.
(b) The Company covenants and agrees that all Warrant Shares that may be
issued upon exercise of this Warrant will, upon issuance and payment therefor,
be legally and validly issued and outstanding, fully paid and nonassessable. The
Company shall at all times reserve and keep available for issuance upon the
exercise of this Warrant such number of authorized but unissued shares of Common
Stock as will be sufficient to permit the exercise in full of this Warrant.
(c) The Holder hereof and the Company agree to execute such other documents
and instruments as counsel for the Company reasonably deems necessary to effect
the compliance of the issuance of this Warrant and any Warrant Shares issued
upon exercise of this Warrant with applicable federal and state securities laws.
In furtherance of the foregoing, the Holder represents and warrants:
(i) The Holder has substantial experience in evaluating and investing
in private placement transactions of securities in companies similar to the
Company so that the Holder is capable of evaluating the merits and risks of
its investment in the Company and has the capacity to protect its own
interests;
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(ii) The Holder is acquiring this Warrant, and will acquire the
Warrant Shares, for investment for its own account and not with a view to,
or for resale in connection with, any distribution thereof. The Holder
understands that this Warrant has not been, and the Warrant Shares will not
be, registered under the Securities Act or any Blue Sky Laws by reason of
exemptions from the registration provisions of the Securities Act and such
Blue Sky Laws that depend upon, among other things, the bona fide nature of
the investment intent and the accuracy of the Holder's representations;
(iii) The Holder is familiar with the provisions of Rule 144 under the
Act which permits the limited resale of restricted securities, subject to
the satisfaction of certain conditions;
(iv) The Holder has had an opportunity to discuss the Company's
business, management and financial affairs with the Company's management
and the opportunity to review the Company's facilities, financial
statements and any other documents requested by the Holder. The Holder has
also had an opportunity to ask questions of officers of the Company, which
were answered to its satisfaction; and
5. Transfer of Warrant. Subject to the provisions of Paragraph 4, this
Warrant or the Warrant Shares may be transferred, in whole or in part, to any
person or business entity, by presentation of the Warrant or the Warrant Shares
to the Company with written instructions for such transfer; provided, however,
that the Company shall have the right to refuse to transfer any portion of this
Warrant to any person who directly competes with the Company or is affiliated
with any such competitor. Upon such presentation for transfer, the Company shall
promptly execute and deliver a new Warrant or Warrants in the form hereof in the
name of the assignee or assignees and in the denominations specified in such
instructions. The Company shall pay all expenses in connection with the
preparation, issuance and delivery of Warrants under this Paragraph 5.
6. Warrant Holder Not Shareholder; Rights Offering. This Warrant does not
confer upon the Holder hereof, as such, any right whatsoever as a shareholder of
the Company. Notwithstanding the foregoing, in the event the Company should
offer to all the Company's shareholders the right to purchase any securities of
the Company, then all of the Warrant Shares shall be deemed for such purpose to
be outstanding and owned by the Holder as of the subscription date and the
Holder shall be entitled to participate in such rights offering as if it were a
shareholder.
7. Adjustment.
(a) The number of Warrant Shares purchasable hereunder are subject to
adjustment from time to time, as follows:
(i) If the Company at any time subdivides its Common Stock, the number
of Warrant Shares issuable pursuant to this Warrant will be proportionately
increased. If the Company at any time combines its Common Stock, the number
of Warrant Shares issuable pursuant to this Warrant will be proportionately
decreased.
(ii) If the Company at any time pays a dividend payable in, or make
any other distribution (except any distribution specifically provided for
in the foregoing subsections (i)) of Common Stock, then the number of
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Warrant Shares issuable pursuant to this Warrant will be adjusted, from and
after the date of determination of stockholders entitled to receive such
dividend or distribution of stockholders to that number of Warrant Shares
determined by multiplying the number of Warrant Shares issuable immediately
prior to such date of determination by a fraction (i) the numerator of
which will be the total number of shares of Common Stock outstanding
immediately after such dividend or distribution, calculated on a fully
diluted basis as provided in Section 1(c) of this Warrant, and (ii) the
denominator of which will be the total number of shares of Common Stock
outstanding immediately prior to such dividend or distribution, calculated
on a fully diluted basis as provided in Section 1(c) of this Warrant.
(iii) The number of shares reserved for issuance pursuant to this
Warrant will automatically be adjusted without further action by the
Company in the event of any adjustment of the number of Warrant Shares
issuable pursuant to this Warrant.
(b) In the event of a merger, consolidation, recapitalization, combination
or exchange of Common Stock occurring after the date hereof pursuant to which
the Company is not the surviving entity (an "Acquisition"), the Company
covenants that it will obtain from the acquiring entity, as a condition to the
closing of such transaction or event, the right for the Holder to exchange this
Warrant, at its sole option and in lieu of exercise hereof, for a warrant to
purchase the equivalent number of shares of the equivalent class of shares of
the acquiring entity on a fully diluted basis. The period of exercise of such
new warrant shall be equal to the remaining duration of the exercise period of
this Warrant. If, as a result of such Acquisition, the shareholders of the
Company immediately prior to such Acquisition own at least a majority of the
shares of voting capital stock, assuming full exercise or conversion of all
securities exercisable for or convertible into such voting capital stock,
outstanding after such Acquisition and are entitled upon liquidation to receive
a majority of the assets of the surviving entity, then the method of calculating
the number of Warrant Shares set forth in Paragraph 1 hereof shall remain
unaffected; otherwise, this Warrant shall, after such Acquisition, permit the
Holder to purchase that percentage of Warrant Shares or other consideration of
the acquiring entity which the Holder would be entitled to receive as a result
of such merger, consolidation, recapitalization, combination or exchange of
shares if this Warrant had been exercised in full immediately prior to such
merger, consolidation, recapitalization, combination or exchange of shares (or
the record date, if any, for such transaction or event) for the same aggregate
exercise price as provided for in this Warrant.
8. Notices. Any and all notices, elections or demands permitted or required
to be made under this Agreement shall be in writing, signed by the party giving
such notice, election or demand and shall be delivered personally, telecopied,
telexed, or sent by certified mail or nationally recognized courier service
(such as UPS or Federal Express), to the other party at the address set forth
below, or at such other address as may be supplied in writing and of which
receipt has been acknowledged in writing. The date of personal delivery,
telecopy or telex or one business day after delivery to such courier service or
two business days after mailing, as the case may be, shall be the date of such
notice, election or demand. For the purposes of this Agreement:
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The address of
Holder is: Name
Street
City, State, Zip Code
The address of
the Company is: Integrated Spatial Information Solutions, Inc.
0000 Xxxx Xxxxxxxxx, Xxxxx 000X
Xxxxxx, XX 00000
Attention: Secretary
11. Amendment and Waiver. Except as otherwise provided herein, the
provisions of this Warrant may be amended and the Company may take any action
herein prohibited. or omit to perform any act herein required to be performed by
it, only if the Company has obtained the prior written consent of the Holder.
12. Descriptive Headings; Governing Law. The descriptive headings of the
several paragraphs of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. ALL QUESTIONS CONCERNING THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE
OF COLORADO WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW
PROVISIONS OR RULE (WHETHER OF THE STATE OF COLORADO OR ANY OTHER JURISDICTION)
THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE
STATE OF COLORADO.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the date
first above written.
"COMPANY":
Integrated Spatial Information Solutions, Inc.
By: ____________________________________
Xxxxxxxxx X. Xxxxxxx, Vice President --
Finance & Administration
"HOLDER":
By: ______________________________________
Name: First I. Lastname
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SUBSCRIPTION FORM
(To be executed by the Registered Holder in order to exercise Warrants)
The undersigned Registered Holder hereby irrevocably elects to exercise
____________ Warrants represented by this Warrant Certificate, and to purchase
the shares of Common Stock issueable upon the exercise of such Warrants, and
requests that certifiecates for such shares be issued in the name of:
Name:_____________________________________________________
SSAN or Taxpayer ID: _____________________________________
Signature: _________________________________ Dated: ______
Address: _________________________________________________
Signature Guaranteed:
Signatures must correspond to the name as written upon the face of this Warrant
Certificate in every particular without alteration or enlargement or any change
whatsoever. Signatures must be guaranteed by a STAMP program participant
normally expected to be a commercial bank or trust company or a member firm o
the New York Stock Exchange, American Stock Exchange, Pacific Stock Exchange or
Midwest Stock Exchange.
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TRANSFER FORM
(To be executed by the Registered Holder in order to transfer Warrants)
I hereby sell, assign and transfer ______________ of the warrants represented by
this Warrant Certificate to the below named person, and hereby irrevocably
constitute and appoint Integrated Spatial Information Solutions, Inc., or the
Warrant Agent, if appointed, with full power of substitution, Attorney to
tgransfer this Warrant Certificate on the books of the Company.
Name of Transferee: _____________________________SSAN or TID: __________________
Address of Transferee: _________________________________________________________
Name of Registered Holder: ______________________SSAN or TID: __________________
Signature of Registered Holder: _______________________Dated: __________________
Registered Holder Address: _____________________________________________________
Signature Guarantee:
Signatures must correspond to the name as written upon the face of this Warrant
Certificate in every particular without alteration or enlargement or any change
whatsoever. Signatures must be guaranteed by a STAMP program participant
normally expected to be a commercial bank or trust company or a member firm o
the New York Stock Exchange, American Stock Exchange, Pacific Stock Exchange or
Midwest Stock Exchange.
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