WARRANT AGREEMENT
This WARRANT AGREEMENT (this "Agreement"), dated as of January 14,
2002, is between ULTRAK, INC., a Delaware corporation (the "Company"), and
XXXXXX X. XXXXXX ("Grantee").
W I T N E S S E T H:
WHEREAS, in connection with, and as partial consideration for,
Grantee's execution of that certain Guaranty to Briarwood Waters Ridge LP for
the benefit of the Company and Ultrak Operating, L.P., an affiliate of the
Company, the Board of Directors of the Company desires to grant to Grantee
warrants (the "Warrants") to purchase 200,000 shares of Common Stock of the
Company ("Common Stock"); and
WHEREAS, this Agreement is executed and the Warrants are granted
pursuant to the Indemnification Agreement.
NOW, THEREFORE, in consideration of the premises, the agreements set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Grant. Subject to the terms and conditions hereof, Grantee is
hereby granted Warrants by which Grantee has the right to purchase, at any
time prior to January 14, 2005 (the "Expiration Date"), at 5:00 p.m., Dallas,
Texas time on such date, up to 200,000 shares of Common Stock (the "Shares").
One Share is hereinafter referred to as a "Warrant Security" and multiple
Shares are collectively referred to as the "Warrant Securities."
2. Warrant Certificates. The warrant certificates (the "Warrant
Certificates") delivered and to be delivered pursuant to this Agreement shall
be in the form set forth in Exhibit A, attached hereto and made a part hereof,
with such appropriate insertions, omissions, substitutions, and other
variations as required or permitted by this Agreement.
3. Exercise of Warrant. The Warrants initially are exercisable at an
aggregate initial exercise price (subject to adjustment as provided in Section
8 hereof) per Warrant Security set forth in Section 6 hereof payable by
certified or official bank check, subject to adjustment as provided in Section
8 hereof. In the alternative, each Holder may exercise its right to receive
Warrant Securities on a net basis, such that without the exchange of any
funds, the Holder receives that number of Warrant Securities otherwise
issuable upon exercise of its Warrants less that number of Warrant Securities
having a fair market value equal to the aggregate Exercise Price that would
otherwise have been paid by the Holder for the Warrant Shares being issued.
Upon surrender of a Warrant Certificate with the annexed Form of Election to
Purchase duly executed, together with payment of the Exercise Price (as
hereinafter defined) for the Warrant Securities purchased, at the Company's
principal offices (presently located at 0000 Xxxxxx Xxxxx Xxxxx, Xxxxxxxxxx,
Xxxxx 75057), the registered holder of a Warrant Certificate ("Holder" or
"Holders") shall be entitled to receive a certificate or certificates for the
shares of Common Stock so purchased. The purchase rights represented by each
Warrant Certificate are exercisable
at the option of the Holders thereof, in whole or in increments of at least
the lesser of 25,000 Shares or the unexercised balance of all Warrant
Securities (but not as to fractional shares of the Common Stock). In the case
of the purchase of less than all Warrant Securities purchasable under any
Warrant Certificate, the Company shall cancel said Warrant Certificate upon
the surrender thereof and shall execute and deliver a new Warrant Certificate
of like tenor for the balance of the Warrant Securities purchasable
thereunder.
4. Issuance of Certificates. Upon the exercise of the Warrants, the
issuance of certificates for shares of Common Stock and/or other securities,
properties or rights underlying such Warrants shall be made forthwith (and in
any event within fifteen (15) business days thereafter) without charge to the
Holder thereof including, without limitation, any tax which may be payable in
respect of the issuance thereof, and such certificates shall (subject to the
provisions of Sections 5 and 7 hereof) be issued in the name of, or in such
names as may be directed by, the Holder thereof; provided, however, that the
Company shall not be required to pay any tax which may be payable in respect
of any transfer involved in the issuance and delivery of any such certificates
in a name other than that of the Holder and the Company shall not be required
to issue or deliver such certificates unless or until the person or persons
requesting the issuance thereof shall have paid to the Company the amount of
such tax or shall have established to the satisfaction of the Company that
such tax has been paid.
Warrant Certificates shall be dated the date of execution by the
Company upon initial issuance, division, exchange, substitution or transfer.
5. Restriction On Transfer of Warrants. The Holder of a Warrant
Certificate, by its acceptance thereof, covenants and agrees that the Warrants
are being acquired as an investment and not with a view to the distribution
thereof in violation of the Securities Act (as defined below). This Agreement
is binding upon any Holder(s) of a Warrant Certificate and their respective
heirs, successors, and permitted assigns. The Holder may assign interests
granted by this Agreement in amounts of at least 25,000 Warrant Securities,
provided that the transferee agrees to be bound by the terms of this Agreement
as if such transferee were a Holder and, provided further, that the assignment
is made pursuant to an effective registration statement under the Securities
Act or a valid exemption from registration under the Securities Act of 1933,
as amended (the "Securities Act"). If requested by the Company, the Holder
must also furnish to the Company an opinion of counsel reasonably satisfactory
to the Company to such effect.
6. Exercise Price.
6.1 Initial and Adjusted Exercise Price. Except as otherwise
provided in Section 8 hereof, the initial exercise price of each Warrant shall
be $1.64 per Warrant Security. The adjusted exercise price shall be the price
which shall result from time to time from any and all adjustments of the
initial exercise price in accordance with the provisions of Section 8 hereof.
6.2 Exercise Price. The term "Exercise Price" herein shall mean
the initial exercise price or the adjusted exercise price, depending upon the
context.
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7. Restrictive Legends. The Warrant Certificates, any certificates
representing the Shares underlying the Warrants and any of the other
securities issuable upon exercise of the Warrants shall bear substantially the
following restrictive legend:
The securities represented by this certificate have not been registered under
the Securities Act of 1933, as amended (the "Act"), and may not be offered or
sold except pursuant to (i) an effective registration statement under the Act,
(ii) to the extent applicable, Rule 144 under the Act (or any similar rule under
such Act relating to the disposition of securities), or (iii) an opinion of
counsel, if such opinion shall be reasonably satisfactory to counsel to the
issuer, that an exemption from registration under such Act is available.
8. Adjustments to Exercise Price and Number of Securities.
8.1 Adjustments for Change in Capital Stock. If at any time
after the date of this Agreement, the Company:
(a) pays a dividend or makes a distribution on its Common
Stock exclusively in shares of its Common Stock;
(b) subdivides its outstanding shares of Common Stock into a
greater number of shares;
(c) combines its outstanding shares of Common Stock into a
smaller number of shares;
(d) pays a dividend or makes a distribution on its Common
Stock in shares of its capital stock other than Common Stock; or
(e) issues by reclassification of its Common Stock any shares
of its capital stock;
then the Holders of the unexercised Warrants shall thereafter be entitled to
receive, upon the exercise of such Warrants, the same shares of Common Stock and
other securities that they would have owned or been entitled to receive
immediately after such event as if the Warrants had been exercised immediately
prior to such event. The adjustment pursuant to this Section 8.1 shall be made
successively each time that any event listed in this Section 8.1 above shall
occur. Upon each adjustment in the number of shares for which a Warrant is
exercisable pursuant to this Section 8.1, the Exercise Price for such Warrants
shall be adjusted to equal an amount per share of Common Stock equal to the
Exercise Price before such adjustment multiplied by a fraction, of which the
numerator is the number of shares of Common Stock for which a Warrant is
exercisable immediately before giving effect to such adjustment, and the
denominator of which is the number of shares of Common Stock for which a Warrant
is exercisable immediately after giving effect to such adjustment.
8.2 Definition of Common Stock. For the purpose of this
Agreement, the term "Common Stock" shall mean (i) the class of stock
designated as Common Stock in the Certificate of Incorporation of the Company
as amended as of the date hereof, or (ii) any other class of stock resulting
from successive changes or reclassifications of such Common Stock
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consisting solely of changes in par value, or from par value to no par value,
or from no par value to par value.
8.3 Merger or Consolidation. In case of any consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not
result in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver
to the Holder a supplemental warrant agreement providing that the holder of
each Warrant then outstanding or to be outstanding shall have the right
thereafter (until the expiration of such Warrant) to receive, upon exercise of
such Warrant, the kind and amount of shares of stock and other securities and
property receivable upon such consolidation or merger, by a holder of the
number of shares of Common Stock of the Company for which such Warrant might
have been exercised immediately prior to such consolidation, merger, sale or
transfer. Such supplemental warrant agreement shall provide for adjustments
which shall be identical to the adjustments provided in Section 8. The above
provision of this subsection shall similarly apply to successive
consolidations or mergers.
8.4 No Adjustment of Exercise Price in Certain Cases. Notwithstanding
anything to the contrary herein, no adjustment of the Exercise Price or number
of shares of Common Stock shall be made:
(a) If the amount of such adjustment shall be less than two cents
($.02) per Warrant Security, provided, however, that in such
case any adjustment that would otherwise be required then to be
made shall be carried forward and shall be made at the time of
and together with the next subsequent adjustment which, together
with any adjustment so carried forward, shall amount to at least
two cents ($.02) per Warrant Security; or
(b) If the Exercise Price would be less than the par value per share
of Common Stock.
8.5 Statement on Warrant Certificate. Irrespective of any adjustments
in the Exercise Price or the number or kind of shares purchasable upon the
exercise of the Warrants, the Warrant Certificate or certificates theretofore
or thereafter issued may continue to express the same price and number and
kind of shares as are stated in the Warrants initially issuable pursuant to
this Agreement.
9. Exchange and Replacement of Warrant Certificates. Each Warrant
Certificate is exchangeable without expense, upon the surrender thereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Securities in such denominations
as shall be designed by the Holder thereof at the time of such surrender. Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of any Warrant Certificate, and, in case of
loss, theft or destruction, of indemnity or security reasonably satisfactory
to it, and reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of the Warrants, if
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mutilated, the Company will make and deliver a new Warrant Certificate of like
tenor, in lieu thereof.
10. Elimination of Fractional Interests. The Company shall not be
required to issue fractional shares of Common Stock upon the exercise of
Warrants. Warrants may only be exercised in such multiples as are required to
permit the issuance by the Company of one or more whole shares of Common
Stock. If one or more Warrants shall be presented for exercise in full at the
same time by the same Holder, the number of whole shares of Common Stock which
shall be issuable upon such exercise thereof shall be computed on the basis of
the aggregate number of shares of Common Stock purchasable on exercise of the
Warrants so presented. If any fraction of a share of Common Stock would,
except for the provisions provided herein, be issuable on the exercise of any
Warrant (or specified portion thereof), the Company shall pay an amount in
cash equal to such fraction multiplied by the then current Market Price of a
share of Common Stock. As used herein, the phrase "Market Price" at any date
shall be deemed to be the last reported sale price, or, in case no such
reported sale takes place on such day, the average of the last reported sale
prices for the last three (3) trading days, in either case as officially
reported by the principal securities exchange on which the Common Stock is
listed or admitted to trading or by The Nasdaq Stock Market's National Market
or SmallCap Market ("Nasdaq"), or, if the Common Stock is not listed or
admitted to trading on any national securities exchange or quoted by Nasdaq,
the average closing bid price as furnished by the National Association of
Securities Dealers, Inc. ("NASD") through Nasdaq or similar organization if
Nasdaq is no longer reporting such information, or if the Common Stock is not
quoted by the NASD or such similar organization, the fair market value of a
share of Common Stock as determined in good faith by resolution of the Board
of Directors of the Company, based on the best information available to it.
11. Reservation of Securities. The Company shall at all times reserve
and keep available out of its authorized shares of Common Stock, solely for
the purpose of issuance upon the exercise of the Warrants, such number of
shares of Common Stock or other securities, properties or rights as shall be
issuable upon the exercise thereof. The Company covenants and agrees that,
upon exercise of the Warrants and payment of the Exercise Price therefor, all
shares of Common Stock and other securities issuable upon such exercise shall
be duly and validly issued, fully paid, non-assessable and not subject to the
preemptive rights of any stockholder.
12. Notices to Warrant Holders. Nothing contained in this Agreement
shall be construed as conferring upon the Holders the right to vote or to
consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having
any rights whatsoever as a stockholder of the Company. If, however, at any
time prior to the expiration of the Warrants and their exercise, any of the
following events shall occur:
(a) the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a
dividend or distribution payable other than in cash, or a cash
dividend or distribution payable other than out of current or
retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Company; or
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(b) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital
stock of the Company, or any option, right or warrant to subscribe
therefor; or
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale
of all or substantially all of its property, assets and business as
an entirety shall be proposed;
then, in any one or more of such events, the Company shall give written notice
of such event to the Holders at least fifteen (15) 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 such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notice shall specify
such record date or the date of closing the transfer book, as the case may be.
Failure to give such notice or any defect therein shall not affect the validity
of any action taken in connection with the declaration or payment of any such
dividend, or the issuance of any convertible or exchangeable securities, or
subscription rights, options or warrants, or any proposed dissolution,
liquidation, winding up or sale.
13. Registration Rights. The 200,000 Shares are, for purposes of this
Section 13, referred to as the "Registrable Shares".
(a) If written demand is made by a Holder or Holders
requesting registration of at least 100,000 Registrable Shares, then
the Company will use all reasonable best efforts to promptly file a
registration statement under the Securities Act of 1933, as amended
(the "Act"), to effect the registration under the Act of the
Registrable Shares to be registered by the selling Holders, subject
to the other provisions hereof. The Holders will have the right to
only one demand registration pursuant to this Section 13(a).
(b) If at any time the Company shall determine to register any
shares of Common Stock under the Act, other than on a Form S-8 or
Form S-4 or the then equivalent forms, then it shall promptly send
each Holder written notice of such determination and, if within 15
days after receipt of such notice, Holders shall request in writing
to include at least 100,000 Registrable Shares in the registration,
then the Company shall use its reasonable best efforts to include in
such registration the Registrable Shares so requested to be
registered on the same terms and conditions as any other shares of
Common Stock included therein, and to effect the registration of such
Registrable Shares under the Act, subject to the other provisions
hereof.
(c) If a managing underwriter is participating in such
registration and advises the Company in writing that marketing
factors require a limitation on the number of Registrable Shares to
be included in any registration statement filed pursuant to this
Agreement or if the Board of Directors of the Company (the "Board")
reasonably determines that the registration of such Registrable
Shares would materially adversely affect an important business
situation, transaction, or negotiation affecting the Company
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at the time, then such Registrable Shares may be omitted from the
registration statement to the extent necessary to consummate the
offering on terms reasonably acceptable to the Company and the
managing underwriter, and the Company shall so advise each Holder.
Additionally, if the managing underwriter advises the Company in
writing that market factors require that the registration of the
Registrable Shares be deferred, or if the registration of any of the
Registrable Shares, if not deferred, would, in the reasonable opinion
of the Board, determined reasonably and in good faith, materially and
adversely affect an important business situation, transaction, or
negotiation affecting the Company at the time, then the Company may
defer the filing of such registration statement for the minimum
number of days necessary but in no event may the filing be deferred
for more than 120 days.
(d) If and whenever the Company is required by the provisions
hereof to use all reasonable best efforts to effect the registration
of Registrable Shares under the Act, the Company will:
(i) Prepare and file with the United States Securities and
Exchange Commission (the "SEC") the appropriate registration
statement with respect to such securities and use its reasonable best
efforts to cause such registration statement to become and remain
effective for 90 days or until the intended distribution is
completed, whichever first occurs;
(ii) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection therewith as may be necessary to keep such registration
statement effective for 90 days or until the intended distribution is
completed, whichever first occurs, and to comply with the
requirements of the Act and the rules and regulations promulgated by
the SEC thereunder relating to the sale or other disposition of the
securities covered by such registration statement;
(iii) Furnish to each selling Holder copies of a
prospectus, including a preliminary prospectus, complying with the
requirements of the Act;
(iv) Use its reasonable best efforts to register or qualify
the Registrable Shares covered by such registration statement under
such securities or blue sky laws as the managing underwriter for the
offering designates; provided, however, that the Company shall not be
required to qualify as a foreign Company in any such jurisdiction or
be required to execute a consent to submit generally to the
jurisdiction of the courts of such jurisdiction or to escrow any of
its securities;
(v) Supply the managing underwriter and each selling Holder
with copies of all correspondence and communications between the
Company and the SEC relating to all registration statements,
notifications, or offering circulars provided for hereunder and
covering any Registrable Shares; and
(vi) Endeavor to cause the Company's counsel and
accountants to furnish the managing underwriter with such documents,
opinions, and confirmations as
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may be called for by the managing underwriter and which are in the
usual form incident to and as are normally required in an
underwritten offering.
(e) Notwithstanding anything to the contrary contained in this
Agreement, the Company shall not be required by this Agreement to
register any Registrable Shares under the Act or under any state
securities law if, in the opinion of counsel for the Company, the
proposed sale or transfer of the Registrable Shares as to which
registration is requested is exempt from the registration provisions
of the Act.
(f) Each selling Holder shall indemnify and hold harmless the
Company and its officers, directors, and each person (if any) who
controls the Company within the meaning of Section 15 of the Act or
Section 20 of the Securities Exchange Act of 1934, and the Company
shall indemnify and hold harmless each selling Holder, against any
losses, claims, damages, or liabilities to which each selling Holder
may become subject, 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 the registration statement under which shares of
the Stock are registered under the Act, or in any preliminary
prospectus, final prospectus, or amendment or supplement to any of
the foregoing, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading in light of the circumstances under which they were made,
in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission
is based upon information concerning such indemnifying party,
furnished, in the case of each selling Holder, in writing, by or for
the account of each selling Holder to the Company in connection with
the preparation and filing of the registration statement. The
indemnifying party will reimburse any legal and other expenses
reasonably incurred by any indemnified party in connection with
investigating or defending any such loss, claim, damage, liability,
or action incurred by the indemnified party as a result of the
misinformation furnished by the other party.
(g) All costs and expenses of the Company in connection with
any registration statement prepared and filed in accordance with this
Agreement including (but not limited to) federal and state
registration and filing fees, printing expenses, and the fees and
disbursements of counsel and independent accountants and other
experts of the Company, shall be borne by the Company to the fullest
extent permitted by applicable law; provided, however, that the
Company shall not be obligated to pay the fees and disbursements of
separate counsel of each selling Holder, any underwriting commissions
or discounts relating to each selling Holder's Registrable Shares, or
any other costs and expenses separately incurred by each selling
Holder.
14. Notices. All notices, requests, consents and other communications
hereunder shall be in writing and shall be deemed to have been duly made and
sent when delivered, or mailed by registered or certified mail, return receipt
requested:
(a) If to a registered Holder of the Warrants, to the address
of each such Holder as shown on the books of the Company; or
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(b) If to the Company, to the address set forth in Section 3
hereof or to such other address as the Company may designate by
notice to the Holders.
15. Supplements and Amendments. The Company and Grantee may from time
to time supplement or amend this Agreement without the approval of any Holders
of the Warrant Certificates in order to cure any ambiguity, to correct or
supplement any provision contained herein which may be defective or
inconsistent with any provisions herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company and Grantee
may deem necessary or desirable and which the Company and Grantee deem shall
not adversely affect the interests of the Holders of the Warrant Certificates.
If Grantee no longer owns any Warrants, then this Agreement may be amended by
the Company and the Holders of a majority of the then outstanding Warrants.
16. Successors. All the covenants and provisions of this Agreement
shall be binding upon and inure to the benefit of the Company, the Holders and
their respective successors and assigns hereunder.
17. Governing Law; Submission to Jurisdiction. This Agreement and
each Warrant Certificate issued hereunder shall be deemed to be a contract
made under the laws of the State of Texas and for all purposes shall be
construed in accordance with the laws of such State without giving effect to
the rules of such State governing the conflicts of laws.
18. Entire Agreement; Modification. This Agreement contains the
entire understanding between the parties hereto with respect to the subject
matter hereof and may not be modified or amended except by a writing duly
signed by the party against whom enforcement of the modification or amendment
is sought.
19. Severability. If any provision of this Agreement shall be held to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision of this Agreement.
20. Captions. The caption headings of the Sections of this Agreement
are for convenience of reference only and are not intended, nor shall they be
construed as, a part of this Agreement and shall be given no substantive
effect.
21. Benefits of this Agreement. Nothing in this Agreement shall be
construed to give to any person or corporation other than the Company and
Grantee and any other registered Holder(s) of the Warrant Certificates or
Warrants Securities any legal or equitable right, remedy or claim under this
Agreement; and this Agreement shall be for the sole benefit of the Company and
Grantee and any other registered Holders of Warrant Certificates or Warrant
Securities.
22. Counterparts. This Agreement may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and such counterparts shall together constitute but one and
the same instrument.
23. Representations and Warranties. The Company represents and
warrants as of the date hereof as follows: (i) the Company and each of its
material Subsidiaries (a) is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its
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incorporation or organization, (b) has all requisite corporate or other power
and authority to own its properties and carry on its business as now being and
as proposed to be conducted, and (c) is qualified to do business in all
jurisdictions in which the nature of its business or the ownership of its
assets makes such qualification necessary and where the failure to be so
qualified would have a material adverse effect; (ii) the Company has the power
and authority and legal right to execute, deliver and perform its respective
obligations under this Agreement; and (iii) the execution, delivery, and
performance by the Company of this Agreement and compliance with the terms and
provisions hereof has been duly authorized by all requisite corporate action
on the part of the Company and does not and will not violate or conflict with,
or result in a breach (whether through notice or lapse of time) of or require
any consent under the Certificate of Incorporation or bylaws of the Company or
any amendments to any of the foregoing.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, as of the day and year first above written.
ULTRAK, INC.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
______________________________________________
XXXXXX X. XXXXXX
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EXHIBIT A
[FORM OF WARRANT CERTIFICATE]
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR
SOLD EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT,
(ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER
SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF
COUNSEL, IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL TO THE
ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
EXERCISABLE ON OR BEFORE
5:00 P.M., DALLAS, TEXAS TIME, JANUARY 14, 2005
No. W-002 Warrants to Purchase
200,000 Shares of Common Stock
WARRANT CERTIFICATE
This Warrant Certificate certifies that xxxxxx x. xxxxxx, or
registered assigns, is the registered holder of Warrants to purchase, until
January 14, 2005 (the "Expiration Date") pursuant to that certain Warrant
Agreement (the "Warrant Agreement") by and between Ultrak, Inc., a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxxxx ("Grantee"), at 5:00 p.m.
Dallas, Texas time on the Expiration Date, 200,000 fully-paid and
non-assessable shares of common stock, $0.01 par value ("Common Stock") of the
Company, at the initial exercise price, subject to adjustment in certain
events (the "Exercise Price"), of $1.64 per share, of Common Stock upon
surrender of this Warrant Certificate and payment of the Exercise Price at an
office or agency of the Company, but subject to the conditions set forth
herein and in the Warrant Agreement dated as of January 14, 2002, by and
between the Company and Grantee. Payment of the Exercise Price shall be made
by certified or official bank check payable to the order of the Company, or
alternatively through other exercise as specified in the Warrant Agreement.
No Warrant may be exercised after 5:00 p.m., Dallas, Texas time, on
the Expiration Date, at which time all Warrants evidenced hereby, unless
exercised prior thereto, hereby shall thereafter be void.
The Warrants evidenced by this Warrant Certificate are part of a duly
authorized issue of Warrants issued pursuant to the Warrant Agreement, which
Warrant Agreement is hereby incorporated by reference in and made a part of
this instrument and is hereby referred to for a description of the rights,
limitation of rights, obligations, duties and immunities thereunder of the
Company and the holders (the words "holders" or "holder" meaning the
registered holders or registered holder) of the Warrants. If any term of this
Warrant Certificate conflicts with the terms of the Warrant Agreement, then
the terms of the Warrant Agreement shall control and prevail.
Exhibit A - Page 1
The Warrant Agreement provides that upon the occurrence of certain
events the Exercise Price and the type and/or number of the Company's securities
issuable thereupon may, subject to certain conditions, be adjusted. In such
event, the Company will, at the request of the holder, issue a new Warrant
Certificate evidencing the adjustment in the Exercise Price and the number
and/or type of securities issuable upon the exercise of the Warrants; provided,
however, that the failure of the Company to issue such new Warrant Certificates
shall not in any way change, alter, or otherwise impair, the rights of the
holder as set forth in the Warrant Agreement.
Upon due presentment for registration of transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided herein and in the Warrant
Agreement, without any charge except for any tax or other governmental charge
imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Certificate, the Company shall forthwith issue to the holder hereof a new
Warrant Certificate representing such numbered unexercised Warrants.
The Company may deem and treat the registered holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
All terms used in this Warrant Certificate which are defined in the
Warrant Agreement shall have the meanings assigned to them in the Warrant
Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed.
Dated as of January 14, 2002.
ULTRAK, INC.,
a Delaware corporation
By:_________________________________
Name:_______________________________
Title:______________________________
Exhibit A - Page 2
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ___________ shares of
Common Stock and herewith tenders in payment for such shares of Common Stock
cash or a certified or official bank check payable to the order of
___________________________________ in the amount of $__________, all in
accordance with the terms hereof. The undersigned requests that a certificate
for such shares be registered in the name of
_____________________________________, whose address is ___________________
_____________________________, and that such Certificate be delivered to whose
address is _____________________________________________________.
Dated:____________________ Signature:____________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant Certificate)
____________________________________
____________________________________
(Insert Social Security or Other
Identifying Number of Holder)
Election to Purchase - Page 1
ASSIGNMENT
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate)
FOR VALUE RECEIVED_____________________________________________________
hereby sells, assigns and transfers unto________________________________________
________________________________________________________________________________
(Please print name and address of transferee)
this Warrant Certificate, together with all right, title and interest therein,
and does hereby irrevocably constitute and appoint ___________________________,
Attorney, to transfer the within Warrant Certificate on the books of the
within-named Company, with full power of substitution.
Dated:_________________________ Signature:_________________________________
(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant Certificate)
____________________________________
____________________________________
(Insert Social Security or Other
Identifying Number of Assignee)
Assignment -- Page 1
