Attached files
Exhibit 4.3
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, AS
AMENDED, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE 1933 ACT OR THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, AND ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN.
Warrant No. AS10-__, Dated May 28, 2010
STOCK PURCHASE WARRANT
OF
ASI TECHNOLOGY CORPORATION
Void after May 28, 2013
OF
ASI TECHNOLOGY CORPORATION
Void after May 28, 2013
This certifies that , or [his][her][its] registered assigns (the
Holder), for valuable consideration received, is entitled, on the terms set forth below, at any
time or from time-to-time during the period beginning on the date hereof and ending on May 28, 2013
(the Exercise Period), to purchase from ASI TECHNOLOGY CORPORATION, a Nevada corporation (the
Company), up to an aggregate of (_____) shares of the Companys post-reverse split
common stock, $0.001 par value (the Shares). The purchase price of the Shares (the Purchase
Price) shall be ($2.50) per share on a post-reverse split basis (($0.16667) per share on a
pre-reverse split basis). The term Warrant as used herein shall include this Warrant and any
warrants delivered in substitution or exchange therefore as provided herein.
1. Exercise and Payment. This Warrant may be exercised at any time in full for the maximum amount
of Shares called for hereby, or from time-to-time for any lesser amount thereof, on any business
day during the Exercise Period, by delivering to the principal office of the Company the
subscription in the form attached hereto as Exhibit A duly executed along with payment
equal to the aggregate Purchase Price. The Purchase Price may be paid by delivery of cash, check
or wire transfer or pursuant to Section 2. Upon any partial exercise of this Warrant, this Warrant
shall be surrendered, and a new Warrant of the same tenor and for the purchase of the amount of
such Shares not purchased upon such exercise shall be issued by the Company to Holder. A Warrant
shall be deemed to have been exercised immediately prior to the close of business on the date of
its surrender for exercise and payment of the Purchase Price as provided herein, and the person
entitled to receive the Shares upon exercise shall be treated for all purposes as the holder of
such Shares of record as of the close of business on such date. As soon as practicable on or after
such date, the Company shall issue, at the discretion of the Board of Directors, and deliver to the
person or persons entitled to receive the same a certificate or certificates for the Shares
issuable upon such exercise.
2. Net Issue Exercise. Holder may elect to exchange all or some of this Warrant for Shares equal to
the value of the amount of this Warrant being exchanged on the date of exchange. If Holder elects
to exchange this Warrant as provided in this Section 2, Holder shall tender to the Company the
Warrant for the amount being exchanged, along with written notice of Holders election to exchange
some or all of the Warrant, and the Company shall issue to Holder the number of Shares computed
using the following formula:
X = Y(A - B)
A
A
Where X = the number of Shares to be issued to Holder.
Y = the number of Shares purchasable under the amount of the Warrant
being exchanged (as adjusted to the date of such calculation).
A = the Fair Market Value of one Share (as defined below).
B = the Purchase Price of one Share as set forth herein (as adjusted
to the date of such calculation).
All references herein to an exercise of the Warrant shall include an exchange pursuant to this
Section 2. Fair Market Value of a Share as of a particular date shall mean: (i) if traded on a
securities exchange or the Nasdaq Capital Market, the Fair Market Value shall be deemed to be the
average of the closing prices of the Shares of the Company on such exchange or market over the l0
trading days ending immediately prior to the applicable date of valuation; and (ii) if traded
over-the-counter, the Fair Market Value shall be deemed to be the average of the closing prices
over the 20 trading days ending immediately prior to the applicable date of valuation.
3. Transfer and Exchange. The Holder of this Warrant, by acceptance hereof, agrees to comply in
all respects with the provisions of this Section 3. Unless there is in effect a registration
statement under the Securities Act of 1933, as amended (the 1933 Act); covering a proposed
assignment, sale, hypothecation, transfer or any other voluntary or involuntary disposition of this
Warrant (a Proposed Transfer), the Holder shall not be permitted to effect such a Proposed
Transfer without the prior written consent of the Board of Directors, which consent shall be given
in the Board of Directors sole and absolute discretion. In the event of a Proposed Transfer, the
Holder shall give written notice to the Board of Directors of the Company. Each such notice shall
describe the manner and circumstances of the proposed transfer in sufficient detail, and shall be
accompanied by either (i) a written opinion of legal counsel who shall be reasonably satisfactory
to the Company addressed to the Company and reasonably satisfactory in form and substance to the
Companys counsel, to the effect that the proposed transfer of the Warrant may be effected without
registration under the 1933 Act, or (ii) a no action letter from the U.S. Securities and Exchange
Commission (the Commission) to the effect that the transfer of this Warrant without registration
will not result in a recommendation by the staff of the Commission that enforcement action be taken
with respect thereto. In the event the Board of Directors consent to the Proposed Transfer, the
Holder of this Warrant shall be entitled to transfer such securities in accordance with the terms
of the notice delivered by the Holder to the Company. Each new certificate evidencing the Warrant
so transferred shall bear the appropriate restrictive legends set forth in Section 8 below, except
that such certificate shall not bear such restrictive legend, if, in the opinion of counsel for the
Company, such legend is not required in order to establish or assist in compliance with any
provisions of the 1933 Act or any applicable state securities laws. Upon any partial transfer, the
Company will issue and deliver to the Holder a new Warrant or Warrants with respect to the portion
of the Warrant not so transferred. This Warrant is exchangeable at the principal office of the
Company for Warrants for the same aggregate amount of Shares, each new
Warrant to represent the right to purchase such amount of Shares as Holder shall designate at the
time of such exchange.
2
4. Mergers, Consolidations; Asset Sales and Dissolutions. If at any time there shall be any
consolidation or merger of the Company with another corporation or limited liability company, a
sale of all or substantially all of the Companys assets to another business entity, or a voluntary
or involuntary dissolution, liquidation or winding-up of the Company, then the Company shall give
to the registered Holder of this Warrant at the address of such Holder as shown on the books of the
Company, at least ten (10) days prior written notice of the date when the same shall take place.
5. Non-Impairment. The Company will not, by amendment of its Articles of Incorporation, or by
amendment of its Bylaws or through reorganization, consolidation, merger, dissolution, issue or
sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of the 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 action as may be
necessary or appropriate in order to protect the rights of the Holder of the Warrant against
impairment.
6. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to it (in the exercise
of reasonable discretion) of the ownership of and the loss, theft, destruction or mutilation of any
Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor.
7. Sufficient Shares; Reservation of Shares. The Company shall take or cause to be taken action
necessary to assure that there exists a sufficient number of authorized but unissued Shares of its
common stock to permit the full and complete exercise or conversion of this Warrant. Once
additional Shares are authorized by the Company, the Company shall at all times reserve and keep
available for issue such amount of its Shares as will be sufficient to permit the exercise in full
of this Warrant.
8. Restrictive Legend. Each certificate representing (i) this Warrant or (ii) Shares (if any are
issued) shall (unless such securities have been registered under the 1933 Act or sold under Rule
144 promulgated under the 1933 Act) be stamped or otherwise imprinted with a legend substantially
in the following form (in addition to any other legend required under any applicable state
securities law or under the terms of the Bylaws of the Company as in effect at the time of the
issuance of the Shares):
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE 1933 ACT, AS AMENDED, HAVE BEEN TAKEN FOR
INVESTMENT, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE 1933
ACT OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
3
9. Notices. Unless otherwise provided, all notices and other communications required or permitted
under this Warrant shall be in writing and shall be mailed by United States first-class mail,
postage prepaid, sent by facsimile or delivered personally by hand or by a courier addressed to the
party to be notified at the address or facsimile number furnished to the Company in writing by the
last Holder of this Warrant who shall have furnished an address to the Company in writing.
10. Change; Waiver. Neither this Warrant nor any term hereof may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
11. Titles and Subtitles. The headings in this Warrant are for convenience only and are not to be
considered in construing or interpreting this Warrant.
12. Governing Law. This Warrant shall be governed by and construed under the laws of the State of
Nevada as applied to agreements among Nevada residents entered into and to be performed entirely
within Nevada.
13. Severability. Should any part but not the whole of this Warrant for any reason be declared
invalid, such decision shall not affect the validity of any remaining portion, which remaining
portion shall remain in force and effect as if this Warrant had been executed with the invalid
portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they
would have executed the remaining portion of this Warrant without including therein any such part
which may, for any reason, be hereafter declared invalid.
14. Stock Splits; Consolidation. In the event that any securities into which this Warrant is
exercisable shall be split, combined or consolidated, by dividend, reclassification or otherwise,
into a greater or lesser number of Shares, and such split, combination or consolidation is not
adjusted for by the terms of such securities, the Purchase Price in effect immediately prior to
such split, combination or consolidation and the number of Shares purchasable under this Warrant
shall, concurrently with the effectiveness of such combination or consolidation, be proportionately
adjusted.
15. Fundamental Transaction. If, at any time while this Warrant is outstanding, (1) the Company
effects any merger or consolidation of the Company with or into another corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, or any
other entity (a Person) (2) the Company effects any sale of all or substantially all of its
assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether
by the Company or another Person) is completed pursuant to which holders of Shares are permitted to
tender or exchange their interests for other securities, cash or property, or (4) the Company
effects any reclassification of the Shares or any compulsory exchange pursuant to which the Shares
are effectively converted into or exchanged for other securities, cash or property (in any such
case, a Fundamental Transaction), then the Holder shall have the right thereafter to receive,
upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would
have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been,
immediately prior to such Fundamental Transaction, the holder of the number of Shares
4
then issuable
upon exercise in full of this Warrant (the Alternate Consideration). For purposes of any such exercise, the determination of the Exercise Price shall
be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate
Consideration issuable in respect of one Share in such Fundamental Transaction, and the Company
shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner
reflecting the relative value of any different components of the Alternate Consideration. If
holders of Shares are given any choice as to the securities, cash or property to be received in a
Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction.
Alternatively, if the Companys holders own a majority of any successor or at the Holders option
and request, then any successor to the Company or surviving entity in such Fundamental Transaction
shall issue to the Holder a new warrant substantially in the form of this Warrant and consistent
with the foregoing provisions and evidencing the Holders right to purchase the Alternate
Consideration for the aggregate Exercise Price upon exercise thereof. The terms of any agreement
pursuant to which a Fundamental Transaction is effected shall include terms requiring any such
successor or surviving entity to comply with the provisions of this Section 15 and insuring that
the Warrant (or any such replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.
16. Covenants of the Holder. The Holder of this Warrant hereby acknowledges and covenants as
follows: The Warrants evidenced hereby and any Shares of the Company issued pursuant to an
exercise of the Warrants have not been registered under the 1933 Act. The Warrants and any Shares
of the Company issued pursuant to an exercise of the Warrants have been or will be purchased for
investment only and not with a view to distribution or resale, and may not be made subject to a
security interest, pledged, hypothecated or otherwise transferred without an effective registration
statement for such Warrants and any Shares of the Company issued pursuant to an exercise of the
Warrants under the 1933 Act or an opinion of counsel for the Company that such registration is not
required under the 1933 Act.
IN WITNESS WHEREOF, the undersigned has executed this Warrant as of May 28, 2010.
Company ASI TECHNOLOGY CORPORATION, a Nevada corporation |
||||||||
By: | ||||||||
Name: | ||||||||
Title: | ||||||||
Acknowledged and agreed:
Holder
By: |
||||||
Print Name: | ||||||
5
Exhibit A
SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases
Shares in ASI Technology Corporation, purchasable with this Warrant, and herewith makes payment
therefore, all at the price and on the terms and conditions specified in this Warrant.
The undersigned hereby represents and warrants that the undersigned is acquiring such interest for
his own account and not for resale or with a view to, or for resale in connection with, the
distribution of any part thereof, and accepts such Shares subject to the restrictions contained in
the Warrant.
By the execution of this Subscription Form the undersigned acknowledges and agrees that: (i) the
Shares acquired pursuant to the exercise of this Warrant shall be fully subject to the terms and
conditions contained in the Bylaws, and that the undersigned has read and fully understands the
terms and conditions contained therein, and (ii) the undersigned shall be fully subject to the
terms of the Bylaws as a shareholder of the Company. The undersigned further agrees to execute
such other documents as is requested by the officers of the Company in furtherance of the
aforementioned.
DATED:
|
|
(Street Address) | ||||
(City) (State) (Zip) | ||||
Social Security No. or Federal Tax I.D. No. |