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EXHIBIT 6.12
COMMON STOCK PURCHASE AGREEMENT
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COMMON STOCK PURCHASE WARRANT
Exercise Price: $0.52
THIS WARRANT REPRESENTS THE RIGHT TO PURCHASE
UP TO 6,730,000 SHARES OF THE COMMON STOCK OF
OMICRON TECHNOLOGIES, INC.
FOR VALUE RECEIVED, Omicron Technologies, Inc., a Florida corporation, (the
company), promises to sell and deliver to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (the Holder) up to
6,730,000 shares of the Common Stock, of par value $ 0.001, of the Company,
shares upon the payment by the Holder to the Company of the price of $0.52 per
share (being the Exercise Price), in U.S. Funds and which will be accepted
subject to collection. This Warrant is issued on this 10th day of
November, 1999.
TRANSFER RESTRICTION NOTICE.
This Warrant, and the securities issuable upon its exercise (in whole or part)
have not been registered under the Securities Act of 1933, as amended (the Act),
nor the securities laws of any other jurisdiction, and may not be sold,
transferred or otherwise disposed of unless:
i) an appropriate S.E.C. Registration Statement covering the Warrants and their
underlying securities is in effect; or
ii) Company counsel is satisfied that such registration is not then required and
that this Warrant and the underlying securities may be sold, transferred or
otherwise disposed of in the manner contemplated without registration under the
Act.
Holder Of Record
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▇▇▇▇ - ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇ ▇▇▇
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1. WARRANT EXERCISE
The holder shall be entitled to purchase up to 6,730,000 shares the Common Stock
of the Issuer, at any time from the date of this agreement, until the Expiration
Date.
To exercise this Warrant, in whole or in part, the Holder shall tender payment
in U.S. funds, to the Company of the Exercise Price per share, multiplied by the
number of shares being purchased, with a properly completed Form Of Exercise,
together with this Original Warrant Agreement.
If exercise is for less than the aforesaid shares, the Company shall issue a new
Warrant to the Holder, covering the unexercised shares, upon the same terms and
conditions hereof.
2. DEMAND REGISTRATION.
At any time prior to the Expiration Date, the holders of a majority of the
aggregate securities issuable upon the exercise of this Warrant and all other
such Warrants which have been issued by the Company as part of the same
transaction for which this Warrant has been issued, may by written notice to the
Company, request that the Company cause a registration statement covering the
Warrant(s) and the underlying shares be filed with the Securities And Exchange
Commission, (S.E.C.) as expeditiously as possible after such notice. The Company
shall use its best efforts to cause such filing, and shall bear all of the
reasonable cost and expenses to file such registration statement with the S.E.C.
and all applicable BLUE Sky filings.
The Company shall not be obligated to file a registration statement with the
S.E.C. at a time when it would require a special financial audit be undertaken
to furnish the appropriate financial statements for such registration statement.
In lieu of a registration statement with the S.E.C., upon the Holders demand for
registration, the Company may at its option, repurchase the remaining Warrants
from the Holders. In such case, the purchase price shall be that price. Per
share, which is equal to the average closing bid price for the 30 days
immediately preceding the demand for registration, minus the Exercise Price. The
Holder has no right to request that the Company take this course of action in
lieu of registration. This repurchase is strictly optional and the Company may
only consider this course of action if its working capital
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requirements allows for the expenditure of the funds necessary to accomplish
this repurchase option.
The Holders shall cooperate fully with the Company by providing all necessary
and relevant information required to effectuate a registration statement.
3. PIGGYBACK REGISTRATION
At any time prior to the Expiration Date, should the Company file a new
registration statement under the Act covering any securities to be issued by the
Company, (other than a registration statement on Form S-8 or S-20 or any Form
which dose not include substantially the same information as would be required
for the general registration of securities) the Company shall give prompt
written notice to the Holder, offering to include in such registration statement
any of the Warrants and underlying shares hereof The Company shall bear all of
the reasonable cost of such filings. The Holder must notify the Company within
twenty days of receipt of the aforesaid notice of his/her intention to
participate in this registration.
The Holder shall cooperate fully with the Company in the preparation of such
registration statement by furnishing information required for such filings. All
piggyback registration rights terminate on the Expiration Date.
4. STOCKHOLDER RIGHTS
By virtue of this Warrant, the Holder hereof is not entitled to any legal or
equitable rights, including voting rights, as a shareholder in the Company.
5. ANTI-DILUTION PROVISIONS
The number of shares underlying this Warrant may be proportionately increased in
the event that the Company causes to be more shares as a stock dividend or other
such reclassification, or conversely, proportionately decreased if a reverse
split or other such reclassification is declared. In the event that shareholders
are granted the right to purchase additional shares from the proceeds of a cash
dividend by the Company, such event shall be treated as a stock dividend as
relates to the Holder's Anti-dilutive rights.
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6. SUCCESSOR CORPORATION
All rights granted to the Holder hereof shall survive any merger, consolidation
or other business combination of the Company with another (successor) entity.
The Holder shall have the same anti-dilutive rights in such case, in the
securities of the new entity.
7. EXERCISE PRICE ADJUSTMENTS
Upon the occurrence of each event requiring an adjustment in the Exercise Price,
or the number of underlying shares, the Company shall give prompt written
notice, see forth the computation used to arrive at the adjusted price or number
of underlying shares. The computations shall be made by the Company's Chief
Financial Officer or the Company's accountants. Such computations shall be
conclusive and binding upon the Holder unless written objection is given to the
Company, within fourteen days from the date of the Company's initial notice.
8. DISSOLUTION OR LIQUIDATION OF THE COMPANY
In the event that the Company is dissolved, or otherwise liquidates a
substantial portion (i.e. 60% or more) of its assets with the intent to make a
distribution to shareholders of the proceeds therefrom (including the sale of
assets of a wholly-owned subsidiary) the Holder shall be entitled, after proper
exercise of the Warrants, in Whole or in part, to participate in the
distribution on the same terms and conditions as are all of the other
shareholders.
In such event, the Company shall give 30 days written notice to the Holder.
Failure of the Holder to exercise within 30 days from the date of the Company's
notice, shall cause all such rights in the Warrants to terminate. The Company
may finalize the intended transaction but it may not make any shareholder
distribution during the 30 day notice period.
9. NON-ADJUSTMENT EVENTS
It is acknowledged and agreed that no price or quantity adjustments shall be
required in the event that the Company issues shares of its common stock: a)
upon the exercise of
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Warrants or options granted previously to the date hereof:) b) pursuant to any
stock option plan or employee benefit plan: or c) for any purpose in connection
with debt or equity offerings.
10. AVAILABLE SHARES
The Company agrees to reserve and keep available out of its authorized, and
issued capital shares, sufficient shares to cover the exercise of all of the
shares covered by this Warrant Agreement. Further, that upon issuance, such
shares shall be validly issued, fully paid and non-assessable.
11. MISCELLANEOUS
a) LOSS OF WARRANT. In the event of the loss, theft, destruction or
mutilation of this warrant Agreement, the Company shall execute and
deliver a new Warrant in exchange for and upon the surrender and
cancellation of such mutilated or defaced Warrant. If the Warrant
Agreement was lost or stolen, the Company may, at its option, as a
condition to the execution and delivery of a new Warrant Agreement,
require that the Holder produce satisfactory indemnity to the Company.
The Holder may be required to past a surety bond to protect the Company
from conflicting claims.
b) RECORD OWNER. At the time this Warrant is surrendered for exercise,
together with the completed Form of Exercise and the monetary
consideration required, the person so exercising shall be deemed to be
the Holder of record, notwithstanding that the stock transfer books of
the Company shall then be closed, or that certificates representing
such securities shall be actually delivered to such person.
c) FRACTIONAL SHARES. No fractional shares shall be issued under any
circumstances. The Holder may elect to remit additional funds to
obtain the next full share, or the Company may reimburse the Holder for
such fractional amount. In no event shall the Company issue more
shares than were duly registered in accordance with the federal and
state securities laws, or to which an exemption therefrom applies.
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d) NOTICES. All notices required hereunder shall be in writing,
delivered by certified, registered or express mail, return receipt
requested, to the address of record of the party being noticed. All
time periods to be determined under notice shall be so counted from the
actual date of mailing.
e) BEST EFFORTS. In the event that a registration is undertaken, the
Company agrees to use its best efforts to assure that the Warrants and
the underlying shares are included therein on a timely basis.
f) STOCK ISSUANCE TAXES. The Company shall bear full responsibility for
payment of any federal or state stock issuance taxes which may be
required.
g) TRANSFER RESTRICTIONS. This Warrant, and its underlying shares of
common stock have not been registered under the Act. Accordingly, this
Warrant Agreement, including replacements, shall bear the following
legend upon its face:
TRANSFER RESTRICTION NOTICE.
This Warrant, and the securities issuable upon its exercise (in whole
or in part) have not been registered under the Securities Act of 1933,
as amended (the Act), nor the securities laws of any other
jurisdiction, and may not be sold, transferred or otherwise disposed of
unless:
i) an appropriate S.E.C, Registration Statement covering the
Warrants and their underlying securities is in effect; or
ii) Company counsel is satisfied that such registration is not
than require and that this Warrant and the underlying
securities may be sold, transferred or otherwise disposed of
in the manner contemplated without registration under the Act.
All Warrants presented for transfer must be accompanied by a duly
executed and completed Form Of Assignment. Prior to the effectiveness
of any future registration statement covering this Warrant Agreement,
the Company may accept or reject such transfer attempt, based upon its
counsel's opinion as to whether or not such an event may take place in
the absence of an effective registration. In case of rejection, the
Company shall not have any legal obligation to effectuate such
transfer.
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h) ENTIRE BINDING AGREEMENT. This agreement represents the entire
agreement between the two parties. No change, alteration, or other
modification hereof may be made except by a further written agreement,
duly executed by the parties hereto. No oral agreement or
understanding, express or implied, shall invalidate, empower or affect
this written Agreement. By acceptance of this Warrant Agreement, the
Holder agrees to be bound by all of its terms and conditions.
i) INTERPRETIVE LAW. This Warrant Agreement shall be governed by and
construed in accordance with the laws of the State of Florida. In the
event of a controversy arising herefrom, it is agreed and consented to
that jurisdiction and venue of the courts of the State of Florida.
j) EXPIRATION DATE. This Warrant expires at 5.00 P.M. (Eastern Time) on
the third anniversary of the date of execution hereof. In the event
that the Holder demands registration (paragraph 2 above) of the Warrant
and the underlying shares, this Warrant Agreement shall not terminate
until the expiration of six (6) months from the effective Date of such
registration, or upon the exercise hereof, which ever occurs first. The
purpose of this provision is to assure that the Holder does not suffer
the loss of the right to exercise hereunder from a delay in the
effectiveness of a registration, for any reason.
IN WITNESS WHEREOF, the Company, by its duly authorized officers has executed
this Warrant on the 10th day of November, 1999.
OMICRON TECHNOLOGIES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇ - Secretary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ - President