Exhibit 10.15
PHIL1: 505408-1
THIS STOCK PURCHASE WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
STOCK PURCHASE WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY
NOT BE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM. THIS STOCK PURCHASE WARRANT AND SUCH SECURITIES MAY BE TRANSFERRED
ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THIS STOCK PURCHASE WARRANT.
November 1, 2002
US PATRIOT, INC.
STOCK PURCHASE WARRANT
US Patriot, Inc., a South Carolina corporation (the "Company"), for value
received, hereby certifies that ▇▇▇▇▇ ▇▇▇▇▇ or his registered assigns (the
"Holder"), is entitled to purchase from the Company, at any time or from time to
time during the period specified in Section 2 hereof, Thirty-Three Thousand Four
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Hundred (33,400) fully paid and nonassessable shares of com-mon stock, par value
$.0001 per share, of the Company (the "Common Stock"), at an exercise price
equal to $1.50 per share, subject to adjustment hereunder (the "Exercise
Price"), and subject to the other terms herein. As used herein, the term
"Warrant Shares" means the shares of Common Stock issuable upon exercise of this
Stock Purchase Warrant (the "Warrant").
This Warrant is subject to the following terms, provisions and conditions:
1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
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Subject to the provisions hereof, this Warrant may be exercised by the Holder
hereof, in whole or in part, by the surrender of this Warrant, together with a
completed exercise agreement in the form attached hereto (the "Exercise
Agreement"), to the Company during normal business hours on any business day at
the Company`s principal executive offices (or such other office of the Company
as it may designate by notice to the Holder hereof), and upon payment to the
Company in cash, by certified or offi-cial bank check or by wire transfer to an
account specified by the Company of the Exercise Price for the Warrant Shares
specified in the Exercise Agreement. The Warrant Shares so purchased shall be
deemed to be issued to the Holder hereof or such Holder`s designee, as the
record owner of such shares, as of the close of business on the date on which
this Warrant shall have been surrendered, the completed Exercise Agreement shall
have been deliv-ered, and payment shall have been made for such shares as set
forth above. Certifi-▇▇▇▇▇ for the Warrant Shares so purchased, representing the
aggregate number of shares specified in the Exercise Agreement, shall be
delivered to the Holder hereof within five business days after this Warrant
shall have been so exercised and surrendered to the Company. The certificates so
delivered shall be in such denominations as may be reasonably requested by the
Holder hereof and shall be registered in the name of such Holder or such other
name as such Holder may designate subject to the transfer restrictions herein
and upon payment by such holder of any applicable transfer taxes. In the event
this Warrant is exercised in part, the Company shall also deliver a new Warrant
to the Holder hereof, which Warrant shall be identical to this Warrant, except
that the number of Warrant Shares exercisable therefor shall be decreased by the
number of Warrant Shares so purchased.
2. Period of Exercise. This Warrant is exercisable at any time or from time
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to time on or after the date first listed above, and before 5:00 p.m., eastern
time on the fifth anniversary of the date hereof (the "Exercise Period").
3. Certain Agreements of the Company. The Company hereby covenants and
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agrees as follows:
(a) Shares to be Fully Paid. All Warrant Shares shall, upon issuance
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in accordance with the terms of this Warrant, be validly issued, fully paid, and
nonassessable and free from all taxes, liens, and charges with respect to the
issue thereof.
(b) Reservation of Shares. During the Exercise Period, the Company
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shall at all times have authorized, and reserved for the purpose of issuance
upon exercise of this Warrant, a suf-ficient number of shares of Common Stock to
provide for the exercise of this Warrant.
(c) Certain Actions Prohibited. The Company shall not, by amendment of
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its certificate of incorporation or through any re-organi-zation, transfer of
assets, consolidation, mer-ger, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms to be observed or performed by it hereunder, but shall at all
times in good faith assist in the carrying out of all the provisions of this
Warrant and in the taking of all such action as may reasonably be requested by
the holder of this Warrant in order to protect the exercise privilege of the
Holder of this Warrant against impairment, consistent with the tenor and purpose
of this Warrant. Without limiting the general-ity of the foregoing, the Company
shall take all such actions as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.
(d) Successors and Assigns. This Warrant shall be binding upon any
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entity succeeding to the Company by merger, consolidation, or acquisition of all
or sub-stantially all the Company`s assets.
4. No Rights as a Stockholder. Prior to the exercise of this Warrant, the
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Holder hereof, as such, shall not be entitled to any rights of a stockholder of
the Company, including, without limitation, the right to vote, to consent, to
exercise any preemptive right, to receive any notice of meetings of stockholders
for the election of directors of the Company or any other matter or to
receive any notice of any proceedings of the Company, except as may be
specifically provided for herein.
5. Piggyback Registration.
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(a) If (but without any obligation to do so) the Company proposes to
register any of its securities under the Securities Act by registration on Forms
▇-▇, ▇-▇ or S-3 or any successor or similar form(s), whether or not for sale for
its own account, it shall give each Holder written notice of such registration.
Upon the written request of any Holder given within twenty (20) days after
mailing of such notice by the Company, the Company shall, subject to the
provisions of Section 5(b), cause to be registered under the Securities Act,
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and to be included in such offering, all of the shares of common stock issued
upon the exercise of this Warrant that each such Holder has requested to be so
registered.
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(b) In a registration pursuant to this Section 5 involving an
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underwritten offering, whether or not for sale for the account of the Company,
if the managing underwriter of such underwritten offering shall inform the
Company by letter of its belief that the number of securities requested by
security holders to be included in such registration would substantially
interfere with the underwriter`s ability to effect such offering in accordance
with the intended method thereof, then the Company may, upon written notice to
all holders of such securities to be registered, reduce pro rata the number of
securities requested to be registered by the holders of the registrable
securities of the Company so that the aggregate number of securities included in
such registration shall be equal to the number of securities stated in such
managing underwriter`s letter.
6. Transfer, Exchange, and Replacement of Warrant.
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(a) Restriction on Transfer. The Holder of this Warrant (including any
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replacement Warrant) acknowledges that this Warrant and any Warrant Shares may
not be sold, transferred, assigned or otherwise disposed of unless such
securities have been registered under the Securities Act and all applicable
state securities laws or are being sold, transferred or assigned pursuant to an
applicable exemption under the Securities Act and the Holder of this Warrant
shall have delivered an opinion of counsel to the Company stating that an
exemption from such registration or qualification is available (such opinion and
such counsel to be acceptable to the Company), except for (i) the exercise of
this Warrant in accordance with its terms, (ii) pledges to bona fide financial
institutions to secure the repayment of indebtedness and (iii) in case of
natural persons, transfers to immediate family members or a trust or trusts for
the benefit of such family members for estate planning purposes. The Holder of
this Warrant and each such permitted transferee shall (i) be bound by the
transfer restrictions contained herein, and (ii) execute, prior to any transfer,
such documents as the Company may reasonably request to evidence and affirm
their obligations hereunder. The Warrant Shares shall be issued with a
restrictive legend setting forth the above restrictions on transfer.
(b) Replacement of Warrant. Upon receipt of evi-dence reasonably
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satisfactory to the Company of the loss, theft, destruction, or mutilation of
this Warrant and, in the case of any such loss, theft, or destruc-tion, upon
delivery of an indemnity agreement reason-ably satisfactory in form and amount
to the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, shall execute and
deliver, in lieu thereof, a new Warrant of like tenor.
(c) Cancellation; Payment of Expenses. Upon the surrender of this
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Warrant in connection with any trans-fer or replacement as provided in this
Section 6, this Warrant shall be promptly canceled by the Company. The Company
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shall pay all taxes and all other reasonable expenses (other than legal
expenses, if any, incurred by the Holder or transferees) and charges payable in
connection with the preparation, execution, and delivery of Warrants pursuant to
this Section 6.
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(d) Register. The Company shall maintain, at its principal executive
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offices (or such other office or agency of the Company as it may designate by
notice to the Holder hereof), a register for this Warrant, in which the Company
shall record the name, address and social security number of the person in whose
name this Warrant has been issued, as well as the name, address and social
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security number of each transferee and each prior owner of this Warrant.
7. Notices. All notices, requests, and other com-munications required or
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permitted to be given or delivered here-under to the Holder of this Warrant
shall be in writing, and shall be personally delivered, or shall be sent by
certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed, to such Holder at the address shown for such Holder on
the books of the Company, or at such other address as such Holder shall have
furnished to the Company. All notices, requests and other communications
required or permitted to be given or delivered hereunder to the Company shall be
in writing, and shall be per-▇▇▇▇▇-ly delivered, or shall be sent by certified
or registered mail or by recognized overnight mail courier, postage prepaid and
addressed, to U.S. Patriot, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or to
such other address as the Company shall have furnished to the Holder of this
Warrant. Any such notice, request or other communication may be sent by
facsimile, but shall in such case be subsequently confirmed by a writing
personally delivered or sent by certified or registered mail or by recognized
overnight mail courier as provided above. All notices, requests and other
communications shall be deemed to have been given either at the time of the
receipt thereof at the address specified in this Section 7 or, if mailed by
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registered or certified mail or with a recognized overnight mail courier, upon
deposit with the United States Post Office or such overnight mail courier,
postage prepaid and properly addressed.
8. Governing Law. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
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ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT REGARD TO ITS OR ANY OTHER JURISDICTION`S CONFLICTS OF LAW.
9. Miscellaneous.
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(a) Amendments. This Warrant may only be amended by an instrument in
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writing signed by the Company and the Holder hereof.
(b) Headings. The head-ings of the sections and paragraphs of this
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Warrant are -for reference purposes only, and shall not affect the meaning or
construction of any of the provi-sions hereof.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer.
U.S. Patriot, Inc.
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
President
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FORM OF EXERCISE AGREEMENT
Dated: ________, ____.
To:_____________________________
The undersigned, pursuant to the provisions set forth in the within
Warrant, hereby agrees to purchase ________ shares of common stock covered by
such Warrant, and makes pay-ment herewith in full therefor at the price per
share provided by such Warrant in cash or by certified or official bank check in
the amount of $_________. Please issue a certificate or certifi-▇▇▇▇▇ for such
shares of common stock in the name of and pay any cash for any fractional share
to:
Name:
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Signature:
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Address:
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Note: The above signature
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should correspond
exactly with the name
on the face of the
within Warrant.
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers
all the rights of the undersigned under the within Warrant, with respect to the
number of shares of common stock covered thereby set forth below to:
Name of Assignee Address No of Shares
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, and hereby irrevocably constitutes and appoints ______________
________________________ as agent and attorney-in-fact to transfer said Warrant
on the books of the within-named corporation, with full power of substitution in
the premises.
Dated: _____________________, ____,
Name:
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Signature:
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Title of Signing Officer or
Agent (if any):
Address:
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Note: The above signature
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should correspond
exactly with the name
on the face of the
within Warrant.