EXHIBIT 4.5
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS.
NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD,
ASSIGNED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE
OF REGISTRATION UNDER SAID ACT AND UNDER APPLICABLE STATE
SECURITIES OR BLUE SKY LAWS OR EXEMPTIONS FROM SUCH
REGISTRATION.
_______________, 1996 Warrant No. ___________
▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING CORPORATION
STOCK PURCHASE WARRANT
Registered Owner: ____________________
For value received, ▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING CORPORATION, a Texas
corporation, (the ''Corporation'') grants the following rights to the
Registered Owner, or assigns, of this Warrant:
(a) RESTRICTED STOCK; REGISTRATION. The shares of Common Stock
of the Corporation purchased upon exercise of this Warrant
(''Restricted Stock'') or purchasable upon exercise of this Warrant
(''Underlying Stock'') shall not be transferable except upon the
conditions stated below, which are intended to insure compliance with
federal and state securities laws. If, at the time of exercise of this
Warrant by the Registered Owner, or assigns, the representations and
warranties made by the Registered Owner in the Subscription Agreement
of even date herewith are then current, or representations made by the
then current owner of this Warrant at the time of exercise reflect
compliance with Regulation S, the Company will undertake to cause the
Underlying Stock to be issued to the Registered Owner, or assigns,
pursuant to Regulation S. The certificates representing these shares
of stock, unless the same are registered prior to exercise of this
Warrant, or unless the same are exempt from registration under
Regulation S, shall be stamped or otherwise imprinted with a legend in
substantially the following form:
''The securities represented by this Certificate have not
been registered under the Securities Act of 1933, as amended,
or the securities laws of any state. The securities have
been acquired for investment and may not be sold, offered for
sale or transferred in the absence of an effective
registration under the Securities Act of 1933, as amended,
and any applicable state securities laws or an opinion of
counsel satisfactory in form and substance to counsel for the
Corporation that the transaction shall not result in a
violation of state or federal securities laws.''
(b) ISSUE. Upon tender to the Corporation (as defined in
paragraph (f) hereof), the Corporation shall issue to the registered
Owner, or assigns, hereof up to the number of shares specified in
paragraph (c) hereof of fully paid and nonassessable shares of Common
Stock of the Corporation that the registered Owner, or assigns, is
otherwise entitled to purchase.
(c) NUMBER OF SHARES. The total number of shares of Common
Stock of the Corporation that the registered Owner, or assigns, of this
Warrant is entitled to receive upon exercise of this Warrant is
________________ shares, in whole or in part. The Corporation shall at
all times reserve and hold available sufficient shares of Common Stock
to satisfy all conversion and purchase rights represented by
outstanding convertible securities, options and warrants, including
this Warrant. The Corporation covenants and agrees that all shares of
Common Stock that may be issued upon the exercise of this Warrant
shall, upon issuance, be duly and validly issued, fully paid and
nonassessable, and free from all taxes, liens and charges with respect
to the purchase and the issuance of the shares.
(d) EXERCISE PRICE. The exercise price of this Warrant, the
price at which the shares of stock purchasable upon exercise of this
Warrant may be purchased, is One and 75/100 Dollars ($1.75) per share.
(e) EXERCISE PERIOD. This Warrant may only be exercised
beginning on October __, 1996 and up to and including October __, 1997
(''Exercise Period''). If not exercised during this period, this
Warrant and all rights granted under this Warrant shall expire and
lapse.
(f) TENDER. The exercise of this Warrant must be accomplished
by actual delivery of the Exercise Price in cash, by wire transfer, by
execution and delivery of a Subscription Agreement in the form attached
hereto, and by actual delivery of a duly executed exercise form, a copy
of which is attached to this Warrant as Exhibit ''1'', properly
executed by the registered Owner, or assigns, of this Warrant, and by
surrender of this Warrant. The payment and exercise form must be
delivered, personally or by mail, to the registered office of the
Corporation. Documents sent by mail shall be deemed to be delivered
when they are received by the Corporation.
IN WITNESS WHEREOF, the Corporation has signed this Warrant by its
duly authorized officers effective as of October __, 1996.
▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING CORPORATION
Corporate Seal By: ______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, President
EXHIBIT "1"
Warrant Exercise Form
TO: ▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING CORPORATION
The undersigned hereby: (1) irrevocably subscribes for and offers
to purchase _________ shares of Common Stock of ▇▇▇▇▇▇ ▇▇▇▇▇▇ HOLDING
CORPORATION, pursuant to Warrant No. ____________ heretofore issued to
______________ on October ____, 1996; (2) encloses payment of
$_____________ US for these shares at a price of One and 75/100 Dollars
($1.75) per share; and (3) requests that a certificate for the shares
be issued in the name of the undersigned and delivered to the
undersigned at the address specified below.
Date: ____________________
INVESTOR NAME: ___________________
By: ______________________________
Printed Name and Title: ___________
Address: ____________________
Signature guaranteed by: