REDEEMABLE WARRANT To Purchase 20,000 Shares of the Common Stock of SMARTVIDEO TECHNOLOGIES, INC.
NEITHER
THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”)
OR
ANY OTHER APPLICABLE SECURITIES LAWS IN RELIANCE UPON AN EXEMPTION FROM
THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES
LAWS. NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY
BE
SOLD, PLEDGED, TRANSFERRED, ENCUMBERED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR IN A TRANSACTION WHICH IS EXEMPT FROM
REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT.
REDEEMABLE
WARRANT
To
Purchase 20,000 Shares of the Common Stock
of
SMARTVIDEO
TECHNOLOGIES, INC.
THIS
CERTIFIES that, for value received, Al Mahesh (the “Holder”), is entitled, upon
the terms and subject to
the
conditions hereinafter set forth, at any time on or after the date hereof (the
“Exercise Date”) and on or prior
to
the close of business on the date which is five years after the date hereof
(the
“Termination Date”), to subscribe
for and purchase from SmartVideo Technologies, Inc. (the “Company”), up to
20,000 (Twenty Thousand)
shares (the “Warrant Shares”) of common stock, par value $.001 per share (the
“Common Stock”) of
the
Company. The purchase price of one share of Common Stock (the “Exercise Price”)
under this Warrant
shall be $2.10. The Exercise Price and the number of shares for which the
Warrant is exercisable shall
be
subject to adjustment as provided herein.
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1.
|
Title
to Warrant.
Prior
to the Termination Date and subject to compliance with applicable
laws and
the
terms of this Warrant, this Warrant and all rights hereunder are
transferable, in whole or in part, at the
office or agency of the Company by the holder hereof in person or
by duly
authorized attorney, upon
surrender of this Warrant together with the Assignment Form annexed
hereto
properly endorsed.
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2.
|
Authorization
of Shares.
The
Company covenants that all shares of Common Stock which may be
issued
upon the exercise of rights represented by this Warrant will, upon
exercise of the rights represented
by this Warrant, be duly authorized, validly issued, fully paid and
nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other
than
taxes in respect of any transfer
occurring contemporaneously with such
issue).
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3.
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Exercise
of Warrant.
Except
as provided in Section 4 herein, exercise of the purchase rights
represented
by this Warrant may be made at any time or times on or after the
Exercise
Date and before
the close of business on the Termination Date by the surrender of
this
Warrant and the Notice of
Exercise Form annexed hereto duly executed, at the office of the
Company
(or such other office or agency
of the Company as it may designate by notice in writing to the registered
holder hereof at the address
of such holder appearing on the books of the Company) and upon payment
of
the Exercise Price
of the shares thereby purchased by wire transfer or cashier’s check drawn
on a United States bank,
the holder shall be entitled to receive a certificate for the number
of
shares of Common Stock so purchased.
Certificates for shares purchased hereunder shall be delivered to
the
holder hereof within twenty
(20) business days after the date on which this Warrant shall have
been
exercised as aforesaid. This
Warrant shall be deemed to have been exercised and such certificate
or
certificates shall be deemed
to have been issued, and the Holder or any other person so designated
to
be named therein shall
be deemed to have become a holder of record of such shares for all
purposes, as of the date the Holder
faxes a Notice of Exercise to the Company, provided that such fax
notice
is followed by delivery
of the original notice and payment to the Company of the Exercise
Price
and all taxes required
to be paid by the Holder, if any, pursuant to Section 6 prior to
the
issuance of such shares, have been paid within three (3) business
days of
such fax notice. If this Warrant shall have been exercised
in part, the Company shall, at the time of delivery of the certificate
or
certificates representing
Warrant Shares, deliver to the Holder a new Warrant evidencing the
rights
of Holder to purchase
the unpurchased shares of Common Stock called for by this Warrant,
which
new Warrant shall
in all other respects be identical with this
Warrant.
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| 4. |
Redemption
of Warrants.
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| (a) |
Procedures.
Commencing
at the close of business on the Company may, subject to the conditions
set forth herein, redeem all, but not less than all, of this Warrant
at a
redemption price of
$.10 for each Warrant Share the Holder is entitled to purchase hereunder
upon not less than thirty (30) days prior written notice (the “Redemption
Notice”) to the Holder, provided that the average
closing price of the Common Stock for the twenty (20) consecutive
trading
days ending three (3) days prior to the date of the Redemption Notice
is
at least $5.00, subject to adjustment for stock dividends, stock
splits
and other anti-dilution provisions as provided for in Section 12
of
this Warrant. For purposes of this Section 4, “closing price” at any date
shall be deemed to be:
(i) the last sale price regular way as reported on the principal
national
securities exchange on which
the Common Stock is listed or admitted to trading, or (ii) if the
Common
Stock is not listed
or admitted to trading on any national securities exchange, the average
of
the closing bid and
asked prices regular way for the Common Stock as reported by the
Nasdaq
National Market or
Nasdaq SmallCap Market of the Nasdaq Stock Market, Inc. (“Nasdaq”) or
(iii) if the Common Stock
is not listed or admitted for trading on any national securities
exchange,
and is not reported by
Nasdaq, the average of the closing bid and asked prices, as reported
on
the OTC Bulletin Board
or if no such quotation is available, then the closing bid and asked
prices in the over-the-counter
market as furnished by the National Quotation Bureau, Inc., or if
no such
quotation is available,
the fair market value of the Common Stock as determined in good faith
by
the Board of
Directors of the Company. The Redemption Notice shall be deemed effective
upon mailing and
the time of mailing is the “Effective Date of the Notice.” The Redemption
Notice shall state the
redemption date not less than thirty (30) days from the Effective
Date of
the Notice (the “Redemption
Date”). No Redemption Notice shall be mailed unless all funds necessary
to
pay for redemption of this Warrant shall have first been set aside
by the
Company so as to be and continue
to be available therefor. The redemption price to be paid to the
Holder
will be $.10 for each
Warrant Share to which the Holder would then be entitled upon exercise
of
this Warrant being redeemed, as adjusted from time to time as provided
herein (the “Redemption Price”). In the event the number of shares of
Common Stock issuable upon exercise of this Warrant being redeemed
are adjusted pursuant to Section 12 hereof, then upon each such adjustment
the Redemption
Price will be adjusted by multiplying the Redemption Price in effect
immediately prior
to such adjustment by a fraction, the numerator of which is the number
of
shares of Common
Stock issuable upon exercise of this Warrant being redeemed immediately
prior to such
adjustment and the denominator of which is the number of shares of
Common
Stock issuable
upon exercise of this Warrant being redeemed immediately after such
adjustment. The Holder
may exercise this Warrant between the Effective Date of the Notice
and the
Redemption Date,
such exercise being effective if done in accordance with Section
3 hereof,
and if this Warrant,
with the form of election to purchase duly executed, and the Exercise
Price are actually received
by the Company at its office located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇,
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
no later than 5:00 PM Atlanta, Georgia time on the Redemption
Date.
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Page
2
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(b)
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Return
of Warrant.
If
Holder does not wish to exercise this Warrant, the Holder should
mail
this
Warrant to the Company at its office located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ after receiving the Redemption Notice
required
by this Section. If the Redemption Notice shall have been so mailed,
and
if on or before the Effective Date of the Notice all funds necessary
to pay for redemption of this Warrant shall have been set aside by
the
Company for the
benefit of the Holder so as to be and continue to be available therefor,
then, on and after such Redemption
Date, notwithstanding that this Warrant subject to redemption shall
not
have been surrendered for redemption, the obligation evidenced by
this
Warrant not so surrendered for redemption
or effectively exercised shall be deemed no longer outstanding, and
all
rights with respect
hereto shall forthwith cease and terminate, except only the right
of the
Holder to receive the Redemption Price for each share of Common Stock
to
which the Holder would be entitled if the Holder exercised this Warrant
upon receiving the Redemption Notice of this
Warrant.
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5.
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No
Fractional Shares or Scrip.
No
fractional shares or scrip representing fractional shares shall be
issued
upon the exercise of this Warrant. As to any fraction of a share
which
Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a
cash
adjustment in respect of such
final fraction in an amount equal to the Exercise
Price.
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6.
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Charges,
Taxes and Expenses.
Issuance of certificates for shares of Common Stock upon the exercise
of this Warrant shall be made without charge to the holder hereof
for any
issue or Federal or State
transfer tax or other incidental expense in respect of the issuance
of
such certificate, all of which taxes
and expenses shall be paid by the Company, and such certificates
shall be
issued in the name of the
holder of this Warrant or in such name or names as may be directed
by the
holder of this Warrant; provided,
however, that in the event certificates for shares of Common Stock
are to
be issued in a name
other than the name of the holder of this Warrant, this Warrant when
surrendered for exercise shall
be accompanied by the Assignment Form attached hereto duly executed
by the
holder hereof; and
the Company may require, as a condition thereto, the payment of a
sum
sufficient to reimburse it for
any transfer tax incidental
thereto.
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7.
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Closing
of Books.
The
Company will not close its stockholder books or records in any manner
which
prevents the timely exercise of this
Warrant.
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| 8. |
Transfer,
Division and Combination.
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(a)
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the
Holder (and its transferees and assigns), by acceptance of this Warrant,
covenants and agrees that
it is acquiring the Warrants evidenced hereby, and, upon exercise
hereof,
the Warrant Shares,
for its own account as an investment and not with a view to the resale
or
distribution thereof.
The Warrant Shares have not been registered under the Securities
Act or
any state securities
laws and no transfer of any Warrant Shares shall be permitted unless
the
Company has received
notice of such transfer, at the address of its principal office set
forth
in the Exchange Agreement, in the form of assignment attached hereto,
accompanied by an opinion of counsel reasonably
satisfactory to the Company that an exemption from registration of
such
Warrants or Warrant
Shares under the Securities Act is available for such transfer, except
that no such opinion
shall be required after the registration for resale by the Holder
of the
Warrant Shares, as contemplated
by the Registration Rights Agreement. Upon any exercise of the Warrants,
certificates
representing the Warrant Shares shall bear a restrictive legend
substantially identical to that set forth on the face of this Warrant
certificate. Any purported transfer of any Warrant or Warrant
Shares not in compliance with the provisions of this section shall
be null
and void.
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(b)
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This
Warrant may be divided or combined with other Warrants upon presentation
hereof at the aforesaid
office of the Company, together with a written notice specifying
the names
and denominations
in which new Warrants are to be issued, signed by Holder or its agent
or
attorney. Subject
to compliance with Section 8(a), as to any transfer which may be
involved
in such division
or combination, the Company shall execute and deliver a new Warrant
or
Warrants in exchange
for the Warrant or Warrants to be divided or combined in accordance
with
such notice.
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Page
3
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(c)
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The
Company shall prepare, issue and deliver at its own expense (other
than
transfer taxes) the new
Warrant or Warrants under this Section
8.
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(d)
|
The
Company agrees to maintain, at its aforesaid office or the office
of its
transfer or registration agent, books for the registration and the
registration of transfer of the
Warrants.
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9.
|
No
Rights as Stockholder until Exercise.
This Warrant does not entitle the holder hereof to any voting
rights or other rights as a shareholder of the Company prior to the
exercise hereof. Upon the surrender
of this Warrant and the payment of the aggregate Exercise Price,
the
Warrant Shares so purchased
shall be and be deemed to be issued to such holder as the record
owner of
such shares as of the close of business on the later of the date
of such
surrender or payment.
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10.
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Loss,
Theft, Destruction or Mutilation of Warrant.
The Company covenants that upon receipt by the
Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this
Warrant certificate or any stock certificate relating to the Warrant
Shares, and in case of loss, theft
or destruction, of indemnity or security reasonably satisfactory
to it
(which shall not exceed that customarily
charged by the Company’s transfer agent), and upon surrender and
cancellation of such Warrant
or stock certificate, if mutilated, the Company will make and deliver
a
new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of such Warrant or stock
certificate.
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11.
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Saturdays,
Sundays, Holidays, etc.
If
the last or appointed day for the taking of any action or the expiration
of any right required or granted herein shall be a Saturday, Sunday
or a
legal holiday, then such action may be taken or such right may be
exercised on the next succeeding day not a Saturday, Sunday
or legal holiday.
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| 12. |
Adjustments
of Exercise Price and Number of Warrant Shares.
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(a)
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Stock
Splits, etc.
The number and kind of securities purchasable upon the exercise of
this
Warrant
and the Exercise Price shall be subject to adjustment from time to
time
upon the happening
of any of the following. In case the Company shall (i) pay a dividend
in
shares of Common
Stock or make a distribution in shares of Common Stock to holders
of its
outstanding Common
Stock, (ii) subdivide its outstanding shares of Common Stock into
a
greater number of shares
of Common Stock, (iii) combine its outstanding shares of Common Stock
into
a smaller number
of shares of Common Stock or (iv) issue any shares of its capital
stock in
a reclassification
of the Common Stock, then the number of Warrant Shares purchasable
upon
exercise of this Warrant immediately prior thereto shall be adjusted
so
that the holder of this Warrant
shall be entitled to receive the kind and number of Warrant Shares
or
other securities of the Company which he would have been entitled
to
receive had such Warrant been exercised in advance thereof. Upon
each such
adjustment of the kind and number of Warrant Shares or other securities
of the Company which are purchasable hereunder, the holder of this
Warrant
shall thereafter
be entitled to purchase the number of Warrant Shares or other securities
resulting from such adjustment at an Exercise Price per Warrant Share
or
other security obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by
the
number of Warrant Shares
purchasable pursuant hereto immediately prior to such adjustment
and
dividing by the number of Warrant Shares or other securities of the
Company resulting from such adjustment. An
adjustment made pursuant to this paragraph shall become effective
immediately after the effective
date of such event retroactive to the record date, if any, for such
event.
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(b)
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Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets.
In
case the
Company shall reorganize its capital, reclassify its capital stock
(other
than a change in nominal
value to no nominal value, or from no nominal value to nominal value,
or
as a result of a
subdivision, combination or other event described in paragraph (a)
of this
Section), consolidate or
merge with or into another corporation (where the Company is not
the
surviving corporation or
where there is a change in or distribution with respect to the Common
Stock of the Company), or
sell, transfer or otherwise dispose of all or substantially all its
property, assets or business to another corporation and, pursuant
to the
terms of such reorganization, reclassification, merger, consolidation
or
disposition of assets, shares of common stock of the successor or
acquiring corporation,
or any cash, shares of stock or other securities or property of any
nature
whatsoever (including
warrants or other subscription or purchase rights) in addition to
or in
lieu of common stock
of the successor or acquiring corporation (“Other Property”), are to be
received by or distributed to the holders of Common Stock of the
Company,
then Holder shall have the right thereafter
to receive, upon exercise of this Warrant, the number of shares of
common
stock of the successor
or acquiring corporation or of the Company, if it is the surviving
corporation, and Other
Property receivable upon or as a result of such reorganization,
reclassification, merger, consolidation
or disposition of assets by a holder of the number of shares of Common
Stock for which
this Warrant is exercisable immediately prior to such event. In case
of
any such reorganization,
reclassification, merger, consolidation or disposition of assets,
the
successor or acquiring
corporation (if other than the Company) shall expressly assume the
due and
punctual observance and performance of each and every covenant and
condition of this Warrant to be performed
and observed by the Company and all the obligations and liabilities
hereunder, subject to
such modifications as may be deemed appropriate (as determined in
good
faith by resolution of
the Board of Directors of the Company) in order to provide for adjustments
of shares of Common
Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this
Section
12. For purposes of this Section 12, “common
stock of the successor or acquiring corporation” shall include stock of
such corporation
of any class which is not preferred as to dividends or assets over
any
other class of stock of such corporation and which is not subject
to
redemption and shall also include any evidences of indebtedness,
shares of
stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified
date or the happening
of a specified event and any warrants or other rights to subscribe
for or
purchase any such
stock. The foregoing provisions of this Section 12 shall similarly
apply
to successive reorganizations,
reclassifications, mergers, consolidations or disposition of
assets.
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Page
4
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13.
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Voluntary
Adjustment by the Company.
The Company may at any time during the term of this Warrant,
reduce the then current Exercise Price to any amount and for any
period of
time deemed appropriate
by the Board of Directors of the
Company.
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|
14.
|
Notice
of Adjustment.
Whenever the number of Warrant Shares or number or kind of securities
or
other
property purchasable upon the exercise of this Warrant or the Exercise
Price is adjusted, as herein
provided, the Company shall promptly mail by registered or certified
mail,
return receipt requested,
to the holder of this Warrant notice of such adjustment or adjustments
setting forth the number of Warrant Shares (and other securities
or
property) purchasable upon the exercise of this Warrant
and the Exercise Price of such Warrant Shares (and other securities
or
property) after such adjustment,
setting forth a brief statement of the facts requiring such adjustment
and
setting forth the computation
by which such adjustment was made. Such notice, in the absence of
manifest
error, shall be conclusive evidence of the correctness of such
adjustment.
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| 15. |
Notice
of Corporate Action.
If
at any time:
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|
(a)
|
the
Company shall take a record of the holders of its Common Stock for
the
purpose of entitling them
to receive a dividend or other distribution, or any right to subscribe
for
or purchase any evidences
of its indebtedness, any shares of stock of any class or any other
securities or property, or
to receive any other right, or
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| (b) |
there
shall be any capital reorganization of the Company, any reclassification
or recapitalization of
the capital stock of the Company or any consolidation with or merger
of
the Company into, or any
sale, transfer or other disposition of all or substantially all the
property, assets or business of the
Company to, another corporation or,
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Page
5
| (c) |
there
shall be a voluntary or involuntary dissolution, liquidation or winding
up
of the Company;
|
then,
in
any one or more of such cases, the Company shall give to Holder (i) at least
10
days’ prior written
notice of any record date for such dividend, distribution or right or for
determining rights to vote
in
respect of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition,
liquidation or winding up, and (ii) in the case of any such reorganization,
reclassification, merger,
consolidation, sale, transfer, disposition, dissolution, liquidation or winding
up, at least 10 days’
prior written notice of the date when the same shall take place. Such notice
in
accordance with the
foregoing clause also shall specify (i) the date on which any such record is
to
be taken for the purpose
of such dividend, distribution or right, the date on which the holders of Common
Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the
date
on which any such reorganization, reclassification, merger, consolidation,
sale,
transfer, disposition, dissolution, liquidation or winding up is to take place
and the time, if any such time is to be
fixed,
as of which the holders of Common Stock shall be entitled to exchange their
shares of Common Stock for securities or other property deliverable upon such
disposition, dissolution, liquidation
or winding up. Each such written notice shall be sufficiently given if addressed
to Holder at
the
last address of Holder appearing on the books of the Company and delivered
in
accordance with Section
17(d).
| 16. |
Authorized
Shares.
The Company covenants that during the period the Warrant is outstanding,
it will reserve
from its authorized and unissued Common Stock a sufficient number
of
shares to provide for the issuance
of the Warrant Shares upon the exercise of any purchase rights under
this
Warrant. The Company
further covenants that its issuance of this Warrant shall constitute
full
authority to its officers who
are charged with the duty of executing stock certificates to execute
and
issue the necessary certificates
for the Warrant Shares upon the exercise of the purchase rights under
this
Warrant. The Company will take all such reasonable action as may
be
necessary to assure that such Warrant Shares may
be issued as provided herein without violation of any applicable
law or
regulation, or of any requirements
of the Principal Market upon which the Common Stock may be
listed.
|
The
Company shall not by any action, including, without limitation, amending its
certificate of incorporation or through any reorganization, transfer of assets,
consolidation, merger, 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 of this Warrant, but will at all times in good faith assist
in the carrying
out of all such terms and in the taking of all such actions as may be necessary
or appropriate to
protect the rights of Holder against impairment. Without limiting the generality
of the foregoing, the
Company will (a) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor
upon such exercise immediately prior to such
increase in par value, (b) take all such action 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, and (c) use its best efforts to obtain all such
authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may
be
necessary to enable the Company to perform its obligations under this
Warrant.
Before
taking any action which would result in an adjustment in the number of shares
of
Common Stock
for
which this Warrant is exercisable or in the Exercise Price, the Company shall
obtain all such authorizations
or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory
body or bodies having jurisdiction thereof.
Page
6
| 17. |
Miscellaneous.
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(a)
|
Jurisdiction.
This Warrant shall be binding upon any successors or assigns of the
Company. This
Warrant shall constitute a contract under the laws of Delaware without
regard to its conflict of
law, principles or rules, and be subject to arbitration pursuant
to the
terms set forth in the Exchange
Agreement.
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|
(b)
|
Restrictions.
The holder hereof acknowledges that the Warrant Shares acquired upon
the
exercise of
this Warrant, if not registered, will have restrictions upon resale
imposed by state and federal securities
laws.
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|
(c)
|
Nonwaiver
and Expenses.
No
course of dealing or any delay or failure to exercise any right
hereunder
on the part of the Holder shall operate as a waiver of such right
or
otherwise prejudice Holder’s
rights, powers or remedies, except that all rights hereunder terminate
on
the Termination Date.
If the Company fails to comply with any provision of this Warrant,
the
Company shall pay to the
Holder such amounts as shall be sufficient to cover any costs and
expenses
including, but not limited
to, reasonable attorneys’ fees, including those of appellate proceedings,
incurred by the Holder
in collecting any amounts due pursuant hereto or in otherwise enforcing
any of its rights, powers
or remedies hereunder.
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|
(d)
|
Notices.
Any notice, requestor other document required or permitted to be
given or
delivered to the
holder hereof by the Company shall be delivered in accordance with
the
notice provisions of the Exchange
Agreement.
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|
(e)
|
Limitation
of Liability.
No
provision hereof, in the absence of affirmative action by Holder
to
purchase
shares of Common Stock, and no enumeration herein of the rights or
privileges of Holder hereof, shall give rise to any liability of
the
Holder for the purchase price of any Common Stock or as
a stockholder of the Company, whether such liability is asserted
by the
Company or by creditors of
the Company.
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|
(f)
|
Remedies.
The Holder, in addition to being entitled to exercise all rights
granted
by law, including recovery of damages, will be entitled to specific
performance of its rights under this Warrant. The Company
agrees that monetary damages would not be adequate compensation for
any
loss incurred by
reason of a breach by it of the provisions of this Warrant and hereby
agrees to waive the defense in any action for specific performance
that a
remedy at law would be adequate.
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|
(g)
|
Successors
and Assigns.
Subject to applicable securities laws, this Warrant and the rights
and
obligations
evidenced hereby shall inure to the benefit of and be binding upon
the
successors of the Company
and the successors and permitted assigns of the Holder. The provisions
of
this Warrant are
intended to be for the benefit of all Holders from time to time of
this
Warrant and shall be enforceable
by any such Holder or holder of Warrant
Shares.
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| (h) |
Amendment.
This Warrant may be modified or amended or the provisions hereof
waived
only with
the written consent of the Company and the
Holder.
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| (i) |
Severability.
Wherever possible, each provision of this Warrant shall be interpreted
in
such manner
as to be effective and valid under applicable law, but if any provision
of
this Warrant shall be prohibited by or invalid under applicable law,
such
provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of
such
provisions or the remaining
provisions of this Warrant.
|
| (j) |
Headings.
The headings used in this Warrant are for the convenience of reference
only and shall not,
for any purpose, be deemed a part of this
Warrant.
|
Page
7
IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly
authorized.
|
Dated:
February 28,2006
|
||
| SMARTVIDEO TECHNOLOGIES, INC. | ||
| |
|
|
| By: |  |
|
|
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. |
||
| Title: Chief Executive Officer | ||
Corporate
Seal
Page
8
NOTICE
OF EXERCISE
To:
SmartVideo Technologies, Inc.
| 1. |
The
undersigned hereby elects to purchase _______ shares
of Common Stock (the “Common Stock”),
of SmartVideo Technologies, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if
any.
|
|
2.
|
Please
issue a certificate or certificates representing said shares of Common
Stock in the name of the undersigned
or in such other name as is specified
below:
|
|
|
▇▇▇▇
Solutions
Attn:
Al Mahesh
▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇,
▇▇ ▇▇▇▇▇
|
|
|
|
|
|
|
Dated:
________, ___
|
|
|
|
|
Authorized
Holder’s
Signature:
|
|
|
|
|
|
|
|
Holder’s
Name: ▇▇▇▇ Solutions
Holder’s
Address: Attn: Al Mahesh
▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Social
Security, Employer or Other Tax Identification
Number of Holder: |
|
NOTE:
The
signature to this Assignment Form must correspond with the name as it appears
on
the face of the
Warrant, without alteration or enlargement or any change whatsoever, and must
be
guaranteed by a bank or trust company. Officers of corporations and those acting
in an fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.
Page
9
ASSIGNMENT
FORM
(To
assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to exercise the warrant.)
this form and supply required information.
Do not use this form to exercise the warrant.)
FOR
VALUE
RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby
assigned
to ______________________________________________________________________
whose
address is
_____________________________________________________________________________.
|
Dated:
______________, ___
|
|
|
|
|
Authorized
Holder’s
Signature:
|
|
|
|
|
|
|
|
Holder’s
Name: ▇▇▇▇ Solutions
Holder’s
Address: Attn: Al Mahesh
▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇,
▇▇ ▇▇▇▇▇
Social
Security, Employer or
Other
Tax Identification Number of
Holder:
|
|
Signature
Guaranteed: ______________________________________________________
NOTE:
The
signature to this Assignment Form must correspond with the name as it appears
on
the face of
the
Warrant, without alteration or enlargement or any change whatsoever, and must
be
guaranteed by a bank
or
trust company. Officers of corporations and those acting in an fiduciary or
other representative capacity
should file proper evidence of authority to assign the foregoing
Warrant.
Page
10