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Exhibit 4.8
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STOCK PURCHASE WARRANT
To Purchase Series A Common Stock of
TELECHIPS CORPORATION
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Exhibit 4.8
Void after 5:00 p.m. New York Time, on October 31, 1999.
Warrant to Purchase ______ Shares of Series A Common Stock.
WARRANT TO PURCHASE SERIES A COMMON STOCK
OF
TELECHIPS CORPORATION
This is to Certify That, FOR VALUE RECEIVED, __________, or
assigns ("Holder"), is entitled to purchase, subject to the provisions of this
Warrant, from Telechips Corporation, a Nevada corporation ("Company"), ______
fully paid, validly issued and nonassessable shares of Series A Common Stock,
par value $.01 per share, of the Company ("Series A Common Stock") at a price
of $1.25 per share at any time or from time to time during the period from
October 31, 1994 to October 31, 1999, but not later than 5:00 p.m. New York
City Time, on October 31, 1999. The number of shares of Series A Common Stock
to be received upon the exercise of this Warrant and the price to be paid for
each share of Series A Common Stock may be adjusted from time to time as
hereinafter set forth. The shares of Series A Common Stock deliverable upon
such exercise, and as adjusted from time to time, are hereinafter sometimes
referred to as "Warrant Shares" and the exercise price of a share of Series A
Common Stock in effect at any time and as adjusted from time to time is
hereinafter sometimes referred to as the "Exercise Price". This Warrant,
together with warrants of like tenor, constituting in the aggregate warrants
(the "Warrants") to purchase 110,000 Shares of Series A Common Stock, was
originally issued pursuant to an Agency Agreement, dated October 24, 1994,
between the Company and ▇.▇. ▇▇▇▇▇ Investment Banking Corp. ("▇▇▇▇▇"), in
connection with a private placement through ▇▇▇▇▇ of Units, each Unit
consisting of 40,000 shares of Series A Common Stock and 50,000 shares of
Series A 10% Convertible Redeemable Preferred Stock (the "Private Placement").
(a) EXERCISE OF WARRANT.
(1) This Warrant may be exercised in whole or in
part at any time or from time to time on or after October 31, 1994 and until
October 31, 1999 (the "Exercise Period"), subject to the provisions of Section
(j)(2) hereof; provided, however, that (i) if either such day is a day on which
banking institutions in the State of New York are authorized by law to close,
then on the next succeeding day which shall not be such a day, and (ii) in the
event of any merger, consolidation or sale of substantially all the assets of
the Company as an entirety, resulting in any distribution to the Company's
stockholders, prior to October 31, 1999, the Holder shall have the right to
exercise this Warrant commencing at such time through
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October 31, 1999 into the kind and amount of shares of stock and other
securities and property (including cash) receivable by a holder of the number
of shares of Series A Common Stock into which this Warrant might have been
exercisable immediately prior thereto. This Warrant may be exercised by
presentation and surrender hereof to the Company at its principal office, or at
the office of its stock transfer agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by payment of the Exercise Price for the
number of Warrant Shares specified in such form. As soon as practicable after
each such exercise of the warrants, but not later than seven (7) days from the
date of such exercise, the Company shall issue and deliver to the Holder a
certificate or certificate for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or its designee. If this Warrant should
be exercised in part only, the Company shall, upon surrender of this Warrant
for cancellation, execute and deliver a new Warrant evidencing the rights of
the Holder thereof to purchase the balance of the Warrant Shares purchasable
thereunder. Upon receipt by the Company of this Warrant at its office, or by
the stock transfer agent of the Company at its office, in proper form for
exercise, the Holder shall be deemed to be the holder of record of the shares
of Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of the Company shall then be closed or that certificates
representing such shares of Common Stock shall not then be physically delivered
to the Holder.
(2) At any time during the Exercise Period, the Holder
may, at its option, exchange this Warrant, in whole or in part (a "Warrant
Exchange"), into the number of Warrant Shares determined in accordance with
this Section (a)(2), by surrendering this Warrant at the principal office of
the Company or at the office of its stock transfer agent, accompanied by a
notice stating such ▇▇▇▇▇▇'s intent to effect such exchange, the number of
Warrant Shares to be exchanged and the date on which the Holder requests that
such Warrant Exchange occur (the "Notice of Exchange"). The Warrant Exchange
shall take place on the date specified in the Notice of Exchange or, if later,
the date the Notice of Exchange is received by the Company (the "Exchange
Date"). Certificates for the shares issuable upon such Warrant Exchange and,
if applicable, a new warrant of like tenor evidencing the balance of the shares
remaining subject to this Warrant, shall be issued as of the Exchange Date and
delivered to the Holder within seven (7) days following the Exchange Date. In
connection with any Warrant Exchange, this Warrant shall represent the right to
subscribe for and acquire the number of Warrant Shares (rounded to the next
highest integer) equal to (i) the number of Warrant Shares specified by the
Holder in its Notice of Exchange (the "Total Number") less (ii) the number of
Warrant Shares equal to the quotient obtained by dividing (A) the product of
the Total Number and the existing Exercise Price by (B) the current market
value of a share of Series A Common Stock. Current market value shall have the
meaning set forth Section (c) below, except that for purposes hereof, the date
of exercise, as used in such Section (c), shall mean the Exchange Date.
(b) RESERVATION OF SHARES. The Company shall at all
times reserve for issuance and/or delivery upon exercise of this Warrant such
number of shares of
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its Series A Common Stock as shall be required for issuance and delivery upon
exercise of the Warrants.
(c) FRACTIONAL SHARES. No fractional shares or script
representing fractional shares shall be issued upon the exercise of this
Warrant. With respect to any fraction of a share called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the current market value of a share, determined as
follows:
(1) If the Series A Common Stock is listed on a
National Securities Exchange or admitted to unlisted trading
privileges on such exchange or listed for trading on the
NASDAQ system, the current market value shall be the last
reported sale price of the Series A Common Stock on such
exchange or system on the last business day prior to the date
of exercise of this Warrant or if no such sale is made on such
day, the average closing bid and asked prices for such day on
such exchange or system; or
(2) If the Series A Common Stock is not so listed
or admitted to unlisted trading privileges, the current market
value shall be the mean of the last reported bid and asked
prices reported by the National Quotation Bureau, Inc. on the
last business day prior to the date of the exercise of this
Warrant; or
(3) If the Series A Common Stock is not so listed
or admitted to unlisted trading privileges and bid and asked
prices are not so reported, the current market value shall be
an amount, not less than book value thereof as at the end of
the most recent fiscal year of the Company ending prior to the
date of the exercise of the Warrant, determined in such
reasonable manner as may be prescribed by the Board of
Directors of the Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT.
This Warrant is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company or at the office of its
stock transfer agent, if any, for other warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Upon surrender of this Warrant
to the Company at its principal office or at the office of its stock transfer
agent, if any, with the Assignment Form annexed hereto duly executed and funds
sufficient to pay any transfer tax, the Company shall, without charge, execute
and deliver a new Warrant in the name of the assignee named in such instrument
of assignment and this Warrant shall promptly be cancelled. This Warrant may
be divided or combined with other warrants which carry the same rights upon
presentation hereof at the principal office of the Company or at the office of
its stock transfer agent, if any, together with a written notice specifying the
names and denominations in which new Warrants are to be issued and signed by
the Holder hereof. The term "Warrant" as used herein includes
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any Warrants into which this Warrant may be divided or exchanged. Upon receipt
by the Company of evidence satisfactory to it of the loss, theft, destruction
or mutilation of this Warrant, and (in the case of loss, theft or destruction)
of reasonably satisfactory indemnification, and upon surrender and cancellation
of this Warrant, if mutilate like tenor and date. Any such new Warrant
executed and delivered shall constitute an additional contractual obligation on
the part of the Company, whether or not this Warrant so lost, stolen,
destroyed, or mutilated shall be at any time enforceable by anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by
virtue hereof, be entitled to any rights of a shareholder in the Company,
either at law or equity, and the rights of the Holder are limited to those
expressed in the Warrant and are not enforceable against the Company except to
the extent set forth herein.
(f) ANTI-DILUTION PROVISIONS. The Exercise Price in
effect at any time and the number and kind of securities purchasable upon the
exercise of the Warrants shall be subject to adjustment from time to time upon
the happening of certain events as follows:
(1) In case the Company shall (i) declare a
dividend or make a distribution on its outstanding shares of
Common Stock in shares of Common Stock, (ii) subdivide or
reclassify its outstanding shares of Common Stock into a
greater number of shares, or (iii) combine or reclassify its
outstanding shares of Common Stock into a smaller number of
shares, the Exercise Price in effect at the time of the record
date for such dividend or distribution or of the effective
date of such subdivision, combination or reclassification
shall be adjusted so that it shall equal the price determined
by multiplying the Exercise Price by a fraction, the
denominator of which shall be the number of shares of Common
Stock outstanding after giving effect to such action, and the
numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such action. Such
adjustment shall be made successively whenever any event
listed above shall occur.
(2) In case the Company shall fix a record date
for the issuance of rights or warrants to all holders of its
Common Stock entitling them to subscribe for or purchase
shares of Series A Common Stock (or securities convertible
into Series A Common Stock) at a price (the "Subscription
Price") (or having a conversion price per share) less than the
current market price of the Series A Common Stock (as defined
in Subsection (8) below) on the record date mentioned below,
or less than the Exercise Price on such record date the
Exercise Price shall be adjusted so that the same shall equal
the lower of (i) the price determined by multiplying the
Exercise Price in effect immediately prior to the date of such
issuance by a fraction, the numerator of which shall be the
sum of the number of shares of Common Stock outstanding on the
record date mentioned below and the number of
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additional shares of Series A Common Stock which the aggregate
offering price of the total number of shares of Common Stock
so offered (or the aggregate conversion price of the
convertible securities so offered) would purchase at such
current market price per share of the Series A Common Stock,
and the denominator of which shall be the sum of the number of
shares of Common Stock outstanding on such record date and the
number of additional shares of Series A Common Stock offered
for subscription or purchase (or into which the convertible
securities so offered are convertible) or (ii) in the event
the Subscription Price is equal to or higher than the current
market price but is less than the Exercise Price, the price
determined by multiplying the Exercise Price in effect
immediately prior to the date of issuance by a fraction, the
numerator of which shall be the sum of the number of shares
outstanding on the record date mentioned below and the number
of additional shares of Series A Common Stock which the
aggregate offering price of the total number of shares of
Common Stock so offered (or the aggregate conversion price of
the convertible securities so offered) would purchase at the
Exercise Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the sum of the
number of shares of Common Stock outstanding on the record
date mentioned below and the number of additional shares of
Series A Common Stock offered for subscription or purchase (or
into which the convertible securities so offered are
convertible). Such adjustment shall be made successively
whenever such rights or warrants are issued and shall become
effective immediately after the record date for the
determination of shareholders entitled to receive such rights
or warrants; and to the extent that shares of Series A Common
Stock are not delivered (or securities convertible into Series
A Common Stock are not delivered) after the expiration of such
rights or warrants the Exercise Price shall be readjusted to
the Exercise Price which would then be in effect had the
adjustments made upon the issuance of such rights or warrants
been made upon the basis of delivery of only the number of
shares of Series A Common Stock (or securities convertible
into Series A Common Stock) actually delivered.
(3) In case the Company shall hereafter
distribute to the holders of its Common Stock evidences of its
indebtedness or assets (excluding cash dividends or
distributions and dividends or distributions referred to in
Subsection (1) above) or subscription rights or warrants
(excluding those referred to in Subsection (2) above), then in
each such case the Exercise Price in effect thereafter shall
be determined by multiplying the Exercise Price in effect
immediately prior thereto by a fraction, the numerator of
which shall be the total number of shares of Common Stock
outstanding multiplied by the current market price per share
of Series A Common Stock (as defined in Subsection (8) below),
less the fair market value (as determined by the Company's
Board of Directors) of said assets or evidences of
indebtedness so
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distributed or of such rights or warrants, and the denominator
of which shall be the total number of shares of Common Stock
outstanding multiplied by such current market price per share
of Series A Common Stock. Such adjustment shall be made
successively whenever such a record date is fixed. Such
adjustment shall be made whenever any such distribution is
made and shall become effective immediately after the record
date for the determination of shareholders entitled to receive
such distribution.
(4) In case the Company shall issue shares of its
Common Stock, excluding shares issued (i) in any of the
transactions described in Subsection (1) above, (ii) upon
exercise of options granted to the Company's employees under a
plan or plans adopted by the Company's Board of Directors and
approved by its shareholders, if such shares would otherwise
be included in this Subsection (4), (but only to the extent
that the aggregate number of shares excluded hereby and issued
after the date hereof, shall not exceed 5% of the Company's
Common Stock outstanding at the time of any issuance), (iii)
upon exercise or conversion of options, warrants or Series B
Common Stock outstanding at October 31, 1994, or upon exercise
of this Warrant, or upon conversion of any Preferred Stock
issued in connection with the Private Placement, (iv) to
shareholders of any corporation which merges into the Company
in proportion to their stock holdings of such corporation
immediately prior to such merger, upon such merger, or (v)
issued in a bona fide public offering pursuant to a firm
commitment underwriting, but only if no adjustment is required
pursuant to any other specific subsection of this Section (f)
(without regard to Subsection (9) below) with respect to the
transaction giving rise to such rights for a consideration per
share (the "Offering Price") less than the current market
price per share (as defined in Subsection (8) below) on the
date the Company fixes the offering price of such additional
shares or less than the Exercise Price, the Exercise Price
shall be adjusted immediately thereafter so that it shall
equal the lower of (i) the price determined by multiplying the
Exercise Price in effect immediately prior thereto by a
fraction, the numerator of which shall be the sum of the
number of shares of Series A Common Stock outstanding
immediately prior to the issuance of such additional shares
and the number of shares of Common Stock which the aggregate
consideration received (determined as provided in Subsection
(7) below) for the issuance of such additional shares would
purchase at such current market price per share of Series A
Common Stock, and the denominator of which shall be the number
of shares of Common Stock outstanding immediately after the
issuance of such additional shares or (ii) in the event the
Offering Price is equal to or higher than the current market
price per share but less than the Exercise Price, the price
determined by multiplying the Exercise Price in effect
immediately prior to the date of issuance by a fraction, the
numerator of which shall be the number of shares of Series A
Common Stock outstanding immediately prior
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to the issuance of such additional shares and the number of
shares of Common Stock which the aggregate consideration
received (determined as provided in subsection (7) below) for
the issuance of such additional shares would purchase at the
Exercise Price in effect immediately prior to the date of such
issuance, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after the
issuance of such additional shares. Such adjustment shall be
made successively whenever such an issuance is made.
(5) In case the Company shall issue any
securities convertible into or exchangeable for its Common
Stock (excluding securities issued in transactions described
in Subsections (2) and (3) above) for a consideration per
share of Common Stock (the "Conversion Price") initially
deliverable upon conversion or exchange of such securities
(determined as provided in Subsection (7) below) less than the
current market price per share (as defined in Subsection (8)
below) in effect immediately prior to the issuance of such
securities, or less than the Exercise Price, the Exercise
Price shall be adjusted immediately thereafter so that it
shall equal the lower of (i) the price determined by
multiplying the Exercise Price in effect immediately prior
thereto by a fraction, the numerator of which shall be the sum
of the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities and the
number of shares of Series A Common Stock which the aggregate
consideration received (determined as provided in Subsection
(7) below) for such securities would purchase at such current
market price per share of Common Stock, and the denominator of
which shall be the sum of the number of shares of Common Stock
outstanding immediately prior to such issuance and the maximum
number of shares of Common Stock of the Company deliverable
upon conversion of or in exchange for such securities at the
initial conversion or exchange price or rate or (ii) in the
event the Conversion Price is equal to or higher than the
current market price per share but less than the Exercise
Price, the price determined by multiplying the Exercise Price
in effect immediately prior to the date of issuance by a
fraction, the numerator of which shall be the sum of the
number of shares outstanding immediately prior to the issuance
of such securities and the number of shares of Series A Common
Stock which the aggregate consideration received (determined
as provided in subsection (7) below) for such securities would
purchase at the Exercise Price in effect immediately prior to
the date of such issuance, and the denominator of which shall
be the sum of the number of shares of Common Stock outstanding
immediately prior to the issuance of such securities and the
maximum number of shares of Common Stock of the Company
deliverable upon conversion of or in exchange for such
securities at the initial conversion or exchange price or
rate. Such adjustment shall be made successively whenever
such an issuance is made.
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(6) Whenever the Exercise Price payable upon
exercise of each Warrant is adjusted pursuant to Subsections
(1), (2), (3), (4) and (5) above, the number of Shares
purchasable upon exercise of this Warrant shall simultaneously
be adjusted by multiplying the number of Shares initially
issuable upon exercise of this Warrant by the Exercise Price
in effect on the date hereof and dividing the product so
obtained by the Exercise Price, as adjusted.
(7) For purposes of any computation respecting
consideration received pursuant to Subsections (4) and (5)
above, the following shall apply:
(A) in the case of the issuance of
shares of Common Stock for cash, the consideration
shall be the amount of such cash, provided that in no
case shall any deduction be made for any commissions,
discounts or other expenses incurred by the Company
for any underwriting of the issue or otherwise in
connection therewith;
(B) in the case of the issuance of
shares of Common Stock for a consideration in whole
or in part other than cash, the consideration other
than cash shall be deemed to be the fair market value
thereof as determined in good faith by the Board of
Directors of the Company (irrespective of the
accounting treatment thereof), whose determination
shall be conclusive; and
(C) in the case of the issuance of
securities convertible into or exchangeable for
shares of Common Stock, the aggregate consideration
received therefor shall be deemed to be the
consideration received by the Company for the
issuance of such securities plus the additional
minimum consideration, if any, to be received by the
Company upon the conversion or exchange thereof [the
consideration in each case to be determined in the
same manner as provided in clauses (A) and (B) of
this Subsection (7).
(8) For the purpose of any computation under
Subsections (2), (3), (4) and (5) above, the current market
price per share of Series A Common Stock at any date shall be
deemed to be the lower of (i) the average of the daily closing
prices for 30 consecutive business days before such date or
(ii) the closing price on the business day immediately
preceding such date. The closing price for each day shall be
the last sale price regular way or, in case no such reported
sale takes place on such day, the average of the last reported
bid and asked prices regular way, in either case on the
principal national securities exchange on which the Series A
Common Stock is admitted to trading or listed, or if not
listed or admitted to trading on such exchange, the average of
the highest reported bid and lowest reported asked
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prices as reported by NASDAQ, or other similar organization if
NASDAQ is no longer reporting such information, or if not so
available, the fair market price as determined by the Board of
Directors.
(9) No adjustment in the Exercise Price shall be
required unless such adjustment would require an increase or
decrease of at least five cents ($0.05) in such price;
provided, however, that any adjustments which by reason of
this Subsection (9) are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment required to be made hereunder. All calculations
under this Section (f) shall be made to the nearest cent or to
the nearest one-hundredth of a share, as the case may be.
Anything in this Section (f) to the contrary notwithstanding,
the Company shall be entitled, but shall not be required, to
make such changes in the Exercise Price, in addition to those
required by this Section (f), as it shall determine, in its
sole discretion, to be advisable in order that any dividend or
distribution in shares of Common Stock, or any subdivision,
reclassification or combination of Common Stock, hereafter
made by the Company shall not result in any Federal Income tax
liability to the holders of Series A Common Stock or
securities convertible into Series A Common Stock (including
Warrants).
(10) Whenever the Exercise Price is adjusted, as
herein provided, the Company shall promptly but no later than
10 days after any request for such an adjustment by the
Holder, cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise of
each Warrant, and, if requested, information describing the
transactions giving rise to such adjustments, to be mailed to
the Holders at their last addresses appearing in the Warrant
Register, and shall cause a certified copy thereof to be
mailed to its transfer agent, if any. In the event the
Company does not provide the Holder with such notice and
information within 10 days of a request by the Holder, then
notwithstanding the provisions of this Section (f), the
Exercise Price shall be immediately adjusted to equal the
lowest Offering Price, Subscription Price or Conversion Price,
as applicable, since the date of this Warrant, and the number
of shares issuable upon exercise of this Warrant shall be
adjusted accordingly. The Company may retain a firm of
independent certified public accountants selected by the Board
of Directors (who may be the regular accountants employed by
the Company) to make any computation required by this Section
(f), and a certificate signed by such firm shall be conclusive
evidence of the correctness of such adjustment.
(11) In the event that at any time, as a result of
an adjustment made pursuant to Subsection (1) above, the
Holder of this Warrant thereafter shall become entitled to
receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon
exercise
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of this Warrant shall be subject to adjustment from time to
time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock
contained in Subsections (1) to (9), inclusive above.
(12) Irrespective of any adjustments in the
Exercise Price or the number or kind of shares purchasable
upon exercise of this Warrant, Warrants theretofore or
thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar
Warrants initially issuable pursuant to this Agreement.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price
shall be adjusted as required by the provisions of the foregoing Section, the
Company shall forthwith file in the custody of its Secretary or an Assistant
Secretary at its principal office and with its stock transfer agent, if any, an
officer's certificate showing the adjusted Exercise Price determined as herein
provided, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason
for and the manner of computing such adjustment. Each such officer's
certificate shall be made available at all reasonable times for inspection by
the holder or any holder of a Warrant executed and delivered pursuant to
Section (a) and the Company shall, forthwith after each such adjustment, mail a
copy by certified mail of such certificate to the Holder or any such holder.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant
shall be outstanding, (i) if the Company shall pay any dividend or make any
distribution upon the Common Stock or (ii) if the Company shall offer to the
holders of Common Stock for subscription or purchase by them any share of any
class or any other rights or (iii) if any capital reorganization of the
Company, reclassification of the capital stock of the Company, consolidation or
merger of the Company with or into another corporation, sale, lease or transfer
of all or substantially all of the property and assets of the Company to
another corporation, or voluntary or involuntary dissolution, liquidation or
winding up of the Company shall be effected, then in any such case, the Company
shall cause to be mailed by certified mail to the Holder, at least fifteen days
prior the date specified in (x) or (y) below, as the case may be, a notice
containing a brief description of the proposed action and stating the date on
which (x) a record is to be taken for the purpose of such dividend,
distribution or rights, or (y) such reclassification, reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding
up is to take place and the date, if any is to be fixed, as of which the
holders of Common Stock or other securities shall receive cash or other
property deliverable upon such reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation or winding up.
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case
of any reclassification, capital reorganization or other change of outstanding
shares of Common Stock of the Company, or in case of any consolidation or
merger of the Company
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with or into another corporation (other than a merger with a subsidiary in
which merger the Company is the continuing corporation and which does not
result in any reclassification, capital reorganization or other change of
outstanding shares of Common Stock of the class issuable upon exercise of this
Warrant) or in case of any sale, lease or conveyance to another corporation of
the property of the Company as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that
the Holder shall have the right thereafter by exercising this Warrant at any
time prior to the expiration of the Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification, capital reorganization and other change, consolidation,
merger, sale or conveyance by a holder of the number of shares of Series A
Common Stock which might have been purchased upon exercise of this Warrant
immediately prior to such reclassification, change, consolidation, merger, sale
or conveyance. Any such provision shall include provision for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. The foregoing provisions of this Section (i)
shall similarly apply to successive reclassifications, capital reorganizations
and changes of shares of Common Stock and to successive consolidations,
mergers, sales or conveyances. In the event that in connection with any such
capital reorganization or reclassification, consolidation, merger, sale or
conveyance, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of Subsection (1) of Section (f) hereof.
(j) REGISTRATION UNDER THE SECURITIES ACT OF 1933.
(1) The Company shall advise the Holder of this
Warrant or of the Warrant Shares or any then holder of
Warrants or Warrant Shares (such persons being collectively
referred to herein as "holders") by written notice at least
four weeks prior to the filing of any new registration
statement or post-effective amendment thereto under the
Securities Act of 1933 (the "Act") covering securities of the
Company and will for a period of six years, commencing one
year from the effective date of the registration statement
covering securities registered in the Company's initial public
offering (the "Registration Statement"), upon the request of
any such holder, include in any such registration statement
such information as may be required to permit a public
offering of the Warrants or the Warrant Shares. The Company
shall supply prospectuses and other documents as the Holder
may request in order to facilitate the public sale or other
disposition of the Warrants or Warrant Shares, qualify the
Warrants and the Warrant Shares for sale in such states as any
such holder designates and do any and all other acts and
things which may be necessary or desirable to enable such
Holders to consummate the public sale or other disposition of
the Warrants or Warrant Shares, and
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furnish indemnification in the manner as set forth in
Subsection (3)(C) of this Section (j). Such holders shall
furnish information and indemnification as set forth in
Subsection (3)(C) of this Section (j), except that the maximum
amount which may be recovered from the Holder shall be limited
to the amount of proceeds received by the Holder from the sale
of the Warrants or Warrant Shares.
(2) If any majority holder (as defined in
Subsection (4) of this Section (j) below) shall give notice to
the Company at any time during the six year period commencing
one year from the effective date of the Registration Statement
to the effect that such holder contemplates (i) the transfer
of all or any part of his or its Warrants and/or Warrant
Shares, or (ii) the exercise and/or conversion of all or any
part of his or its Warrants and the transfer of all or any
part of the Warrants and/or Warrant Shares under such
circumstances that a public offering (within the meaning of
the Act) of Warrants and/or Warrant Shares will be involved,
and desires to register under the Act, the Warrants and/or the
Warrant Shares, then the Company shall, within two weeks after
receipt of such notice, file a new registration statement
pursuant to the Act, to the end that the Warrants and/or
Warrant Shares may be sold under the Act as promptly as
practicable thereafter and the Company will use its best
efforts to cause such registration to become effective and
continue to be effective (current) (including the taking of
such steps as are necessary to obtain the removal of any stop
order) until the holder has advised that all of the Warrants
and/or Warrant Shares have been sold; provided that such
holder shall furnish the Company with appropriate information
(relating to the intentions of such holders) in connection
therewith as the Company shall reasonably request in writing.
In the event the registration statement is not declared
effective under the Act prior to April 7, 2000, the Company
shall extend the expiration date of the Warrants to a date not
less than 90 days after the effective date of such
registration statement. The holder may, at its option,
request the registration of the Warrants and/or Warrant Shares
in a registration statement made by the Company as
contemplated by Subsection (1) of this Section (j) or in
connection with a request made pursuant to Subsection (2) of
this Section (j) prior to the acquisition of the Warrant
Shares upon exercise of the Warrants and even though the
holder has not given notice of exercise of the Warrants. If
the Company determines to include securities to be sold by it
in any registration statement originally requested pursuant to
this Subsection (2) of this Section (j), such registration
shall instead be deemed to have been a registration under
Subsection (1) of this Section (j) and not under Subsection
(2) of this Subsection (j). The holder may thereafter at its
option, exercise the Warrants at any time or from time to time
subsequent to the effectiveness under the Act of the
registration statement in which the Warrant Shares were
included.
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(3) The following provision of this Section (j) shall also be applicable:
(A) Within ten days after receiving any
such notice pursuant to Subsection (2) of this
Section (j), the Company shall give notice to the
other holders of Warrants and Warrant Shares,
advising that the Company is proceeding with such
registration statement and offering to include
therein Warrants and/or Warrant Shares of such other
holders, provided that they shall furnish the Company
with such appropriate information (relating to the
intentions of such holders) in connection therewith
as the Company shall reasonably request in writing.
Following the effective date of such registration,
the Company shall upon the request of any owner of
Warrants and/or Warrant Shares forthwith supply such
a number of prospectuses meeting the requirements of
the Act, as shall be requested by such owner to
permit such holder to make a public offering of all
Warrants and/or Warrant Shares from time to time
offered or sold to such holder, provided that such
holder shall from time to time furnish the Company
with such appropriate information (relating to the
intentions of such holder) in connection therewith as
the Company shall request in writing. The Company
shall also use its best efforts to qualify the
Warrant Shares for sale in such states as such
majority holder shall designate.
(B) The Company shall bear the entire
cost and expense of any registration of securities
initiated by it under Subsection (1) of this Section
(j) notwithstanding that Warrants and/or Warrant
Shares subject to this Warrant may be included in any
such registration. The Company shall also comply
with one request for registration made by the
majority holder pursuant to Subsection (2) of this
Section (j) at its own expense and without charge to
any holder of any Warrants and/or Warrant Shares; and
the Company shall comply with one additional request
made by the majority holder pursuant to Subsection
(2) of this Section (j) (and not deemed to be
pursuant to Subsection (1) of this Section (j)) at
the sole expense of such majority holder. Any holder
whose Warrants and/or Warrant Shares are included in
any such registration statement pursuant to this
Section (j) shall, however, bear the fees of his own
counsel and any registration fees, transfer taxes or
underwriting discounts or commissions applicable to
the Warrant Shares sold by him pursuant thereto.
(C) The Company shall indemnify and hold
harmless each such holder and each underwriter,
within the meaning of the Act, who may purchase from
or sell for any such holder any Warrants and/or
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Warrant Shares from and against any and all losses,
claims, damages and liabilities caused by any untrue
statement or alleged untrue statement of a material
fact contained in any registration statement under
the Act or any prospectus included therein required
to be filed or furnished by reason of this Section
(j) or caused by any omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, except insofar as such losses,
claims, damages or liabilities are caused by any such
untrue statement or alleged untrue statement or
omission or alleged omission based upon information
furnished or required to be furnished in writing to
the Company by such holder or underwriter expressly
for use therein, which indemnification shall include
each person, if any, who controls any such
underwriter within the meaning of such Act provided,
however, that the Company will not be liable in any
such case to the extent that any such loss, claim,
damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or
omission or alleged omission made in said
registration statement, said preliminary prospectus,
said final prospectus or said amendment or supplement
in reliance upon and in conformity with written
information furnished by such Holder or any other
Holder, specifically for use in the preparation
thereof.
(D) Neither the giving of any notice by
any such majority holder nor the making of any
request for prospectuses shall impose any upon such
majority holder or owner making such request any
obligation to sell any Warrants and/or Warrant
Shares, or exercise any Warrants.
(4) The term "majority holder" as used in this
Section (j) shall include any owner or combination of owners
of Warrants or Warrant Shares in any combination if the
holdings of the aggregate amount of:
(i) the Warrants held by him or among them, plus
(ii) the Warrants which he or they would be
holding if the Warrants for the Warrant Shares owned
by him or among them had not been exercised,would
constitute a majority of the Warrants originally
issued.
The Company's agreements with respect to Warrants or Warrant
Shares in this Section (j) shall continue in effect regardless of the exercise
and surrender of this Warrant.
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TELECHIPS CORPORATION
By_____________________________________
[SEAL]
Dated: October 31, 1994
Attest:
__________________________________
Secretary
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PURCHASE FORM
Dated __________________, 19__
The undersigned hereby irrevocably elects to exercise the
within Warrant to the extent of purchasing ___________ shares of Series A
Common Stock and hereby makes payment of ___________ in payment of the actual
exercise price thereof.
__________
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name____________________________________________________________
(Please typewrite or print in block letters)
Address ________________________________________________________
Signature_______________________________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, ___________________________________ hereby sells,
assigns and transfers unto
Name____________________________________________________________
(Please typewrite or print in block letters)
Address_________________________________________________________
the right to purchase Series A Common Stock represented by this Warrant to the
extent of _______ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ________________ Attorney, to transfer the
same on the books of the Company with full power of substitution in the
premises.
Date _______________, 19__
Signature__________________________
