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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES ACT OF 1934
CABLE SAT SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
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FLORIDA 65-0581474
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(State of incorporation or organization) (IRS Employer Identification No.)
2105 Hamilton Avenue, San Jose, CA 95125
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(Address and principal executive offices) (Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock
Redeemable Common Stock Purchase Warrants
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered
A description of the Registrant's Common Stock and Redeemable Common
Stock Purchase Warrants is set forth under the caption "DESCRIPTION OF
SECURITIES" contained in the prospectus included in the Company's Registration
Statement on Form S-1 (File No. 333-06121). Such prospectus is incorporated
herein by reference.
Item 2. Exhibits.
4.1 Amended and Restated Articles of Incorporation of the Registrant
(Note 1).
4.2 Bylaws of the Registrant (Note 2).
4.3 Warrant Agreement related to Registrant's Redeemable Common Stock
Purchase Warrants.
4.4 Form of Common Stock certificate (Note 3).
4.5 Form of Warrant certificate (Note 4).
________________
1. Incorporated by reference to Exhibit 3(a) to Registrant's Registration
Statement on Form S-1 (File No. 333-96121).
2. Incorporated by reference to Exhibit 3(b) to Registrant's Registration
Statement on Form S-1 (File No. 333-06121).
3. Incorporated by reference to Exhibit 4.2 to Registrant's Registration
Statement on Form S-1 (File No. 333-06121).
4. Incorporated by reference to Exhibit 4.1 to Registrant's Registration
Statement on Form S-1 (File No. 333-06121).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
CABLE-SAT SYSTEMS, INC.
Date: August 5, 1996 By: /s/ Benjamin L. Maltby
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Secretary/Treasurer
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EXHIBIT INDEX
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Exhibit Description Page No.
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4.3 Warrant Agreement related to Registrant's Redeemable
Stock Purchase Warrants.
</TABLE>
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EXHIBIT 4.3
WARRANT AGREEMENT
Agreement made as of ____________, 1996, between CABLE-SAT SYSTEMS,
INC., a Florida corporation, with offices at 2105 Hamilton Avenue, Suite 140,
San Jose, CA 95125 ("Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a
New York corporation, with offices at 40 Wall Street, New York, New York 10005
(herein called "Warrant Agent").
WHEREAS, the Company has determined to issue and deliver up to
1,150,000 Redeemable Common Stock Purchase Warrants (the "Warrants") evidencing
the right of the holders thereof to purchase an aggregate of 1,150,000 shares
of common stock, $.001 par value per share, of the Company ("Common Stock"),
which Warrants are to be issued and delivered in connection with the Company's
initial public offering "IPO"); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the
Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of
the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the
Warrant Agent, and the holders of the Warrants; and
WHEREAS, all acts and things have been done and performed which are
necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent, as provided herein, the
valid, binding and legal obligations of the Company, and to authorize the
execution and delivery of this Agreement.
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NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the
Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in
accordance with the terms and conditions set forth in this Agreement.
2. Warrants.
2.1. Form of Warrant. Each Warrant shall be issued in
registered form only, shall be in substantially the form of Exhibit A hereto,
the provisions of which are incorporated herein and shall be signed by, or
bear the facsimile signature of, the Chairman or President and Secretary or
Assistant Secretary of the Company and shall bear a facsimile of the Company's
seal. In the event the person whose facsimile signature has been placed upon
any Warrant shall have ceased to be Chairman or President and Secretary or
Assistant Secretary of the Company before such Warrant is issued, it may be
issued with the same effect as if he had not ceased to be such at the date of
issuance. No Warrant, may be exercised until it has been countersigned by the
Warrant Agent as provided in Section 2.3 hereof.
2.2. Effect of Countersignature. Unless and until
countersigned by the Warrant Agent pursuant to this Agreement, a Warrant shall
be invalid and of no effect.
2.3. Events for Countersignature. The Warrant Agent shall
countersign a Warrant only upon the occurrence of either of the following
events:
(i) if the Warrant is to be issued in exchange or
substitution for one or more previously countersigned Warrants, as hereinafter
provided, or
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(ii) if the Company instructs the Warrant Agent to
do so.
2.4. Registration.
2.4.1. Warrant Register. The Warrant Agent shall
maintain books ("Warrant Register"), for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of
the Warrants, the Warrant Agent shall issue and register the Warrants in the
names of the respective holders thereof in such denominations and otherwise in
accordance with instructions delivered to the Warrant Agent by the Company.
2.4.2. Registered Holder. Prior to due presentment or
registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat thFe person in whose name such Warrant shall be registered upon
the Warrant Register ("registered holder"), as the absolute owner of such
Warrant and of each Warrant represented thereby (notwithstanding any notation
of ownership or other writing on the Warrant Certificate made by anyone other
than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant
Agent shall be affected by any notice to the contrary.
2.5. Detachability of Warrants. The Warrant Agent
understands that the Warrants are being issued together in an offering of
shares of the Company's Common Stock. The Common Stock and Warrants may be
immediately traded separately and are not being sold as part of units.
3. Terms and Exercise of Warrants.
3.1. Warrant Price. Each Redeemable Warrant shall, when
countersigned by the Warrant Agent, entitle the registered holder thereof,
subject to the provisions of such
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Warrant and of this Warrant Agreement, to purchase from the Company one share
of Common Stock for $6.00 per whole share, subject to the adjustments provided
in Section 4 hereof. The term "Warrant Price" as used in this Warrant
Agreement refers to the price per share at which Common Stock may be purchased
at the time a Warrant is exercised. The Company has the right, in its sole
discretion, to decrease the exercise price of the Warrants for a period of not
less than 30 days on not less than 30 days' prior written notice to the holders
of the Warrants.
3.2. Duration of Warrants. A Warrant may be exercised
only during the period ("Exercise Period") commencing on ______________, and
terminating at 5:00 p.m., New York time, on ________________; provided,
however, that the Exercise Period of the Redeemable Warrants shall terminate
earlier on the date fixed for redemption of such Redeemable Warrants as
provided in Section 6 of this Agreement ("Expiration Date"). Each Warrant not
exercised on or before the Expiration Date shall become void, and all rights
thereunder and all rights in respect thereof under this Agreement shall cease
at the close of business on the Expiration Date. The Company has the right, in
its sole discretion, to extend the expiration date of the Warrants on five
business days' prior written notice to the holders of the Warrants.
3.3. Exercise of Warrants.
3.3.1. Payment. A Warrant, when countersigned by
the Warrant Agent, may be exercised by the registered holder thereof by
surrendering it, at the office of the Warrant Agent, or at the office of its
successor as Warrant Agent, in the Borough of Manhattan, City and State of New
York, with the purchase form, as set forth in the Warrant and in substantially
the form of Exhibit A hereto, duly executed, and by paying in full, in lawful
money of the United States, the Warrant Price for each full share of Common
Stock as to which the Warrant is
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exercised and any and all applicable taxes due in connection with the exercise
of the Warrant, the exchange of the Warrant for the Common Stock, and the
issuance of the Common Stock. Subject to Section 3.3.5, upon exercise of any
Warrant, the Warrant Agent shall promptly remit the payment received for the
Warrant to the Company or its agent, as the Company may direct in writing.
3.3.2. Issuance of Certificates. As soon as
practicable after the exercise of any Warrant, the Company shall issue to the
registered holder of such Warrant a certificate or certificates for the number
of full shares of Common Stock to which he is entitled, registered in such name
or names as may be directed by him, and if such Warrant shall not have been
exercised in full, a new countersigned Warrant for the number of shares as to
which such Warrant shall not have been exercised. Notwithstanding the
foregoing, the Company shall not be obligated to deliver any securities
pursuant to the exercise of a Warrant unless a registration statement under the
Securities Act of 1933 with respect to the securities is effective. Warrants
may not be exercised by, or securities issued to, any registered holder in any
state in which such exercise would be unlawful.
3.3.3. Valid Issuance. All shares of Common Stock
issued upon the proper exercise of a Warrant in conformity with this Agreement
shall be validly issued, fully paid and non-assessable.
3.3.4. Date of Issuance. Each person in whose name
any such certificate for shares of Common Stock is issued shall for all
purposes be deemed to have become the registered holder of record of such
shares on the date on which the Warrant was surrendered, and payment of the
Warrant Price was made, irrespective of the date of delivery of such
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certificate, except that, if the date of such surrender and payment is a date
when the stock transfer books of the Company are closed, such person shall be
deemed to have become the holder of such shares at the close of business on the
next succeeding date on which the stock transfer books are open.
4. Adjustments.
4.1. Stock Dividends - Split-ups. If after the date
hereof, and subject to the provisions of Section 4.5 below, the number of
outstanding shares of Common Stock is increased by a stock dividend payable in
shares of Common Stock or by a split-up of shares of Common Stock or other
similar event, then, on the effective date of such stock dividend or split-up,
the number of shares issuable on exercise of each Warrant shall be increased in
proportion to such increase in outstanding shares and the then applicable
Warrant Price shall be correspondingly decreased.
4.2 Aggregation of Shares. If after the date hereof, and
subject to the provisions of Section 4.5, the number of outstanding shares of
Common Stock is decreased by a consolidation, combination or reclassification
of shares of Common Stock or other similar event, then, upon the effective date
of such consolidation, combination or reclassification, the number of shares
issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares and the then applicable Warrant Price shall be
correspondingly increased.
4.3. Reorganization, etc. If after the date hereof any
capital reorganization or reclassification of the Common Stock of the Company,
or consolidation or merger of the Company with another corporation, or the sale
of all or substantially all of its assets to another
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corporation or other similar event shall be effected, then, as a condition of
such reorganization, reclassification, consolidation, merger, or sale, lawful
and fair provision shall be made whereby the Warrant holders shall thereafter
have the right to purchase and receive, upon the basis and upon the terms and
conditions specified in the Warrants and in lieu of the shares of Common Stock
of the Company immediately theretofore purchasable and receivable upon the
exercise of the rights represented thereby, such shares of stock, securities,
or assets as may be issued or payable with respect to or in exchange for the
number of outstanding shares of such Common Stock equal to the number of shares
of such stock immediately theretofore purchasable and receivable upon the
exercise of the rights represented by the Warrants, had such reorganization,
reclassification, consolidation, merger, or sale not taken place and in such
event appropriate provision shall be made with respect to the rights and
interests of the Warrant holders to the end that the provisions hereof
(including, without limitation, provisions for adjustments of the Warrant Price
and of the number of shares purchasable upon the exercise of the Warrants)
shall thereafter be applicable, as nearly as may be in relation to any share of
stock, securities, or assets thereafter deliverable upon the exercise hereof.
The Company shall not effect any such consolidation, merger, or sale unless
prior to the consummation thereof the successor corporation (if other than the
Company) resulting from such consolidation or merger, or the corporation
purchasing such assets, shall assume by written instrument executed and
delivered to the Warrant Agent the obligation to deliver to the Warrant holders
such shares of stock, securities, or assets as, in accordance with the
foregoing provisions, such holders may be entitled to purchase.
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4.4. Notices of Changes in Warrant. Upon every adjustment
of the Warrant Price or the number of shares issuable on exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which
notice shall state the Warrant Price resulting from such adjustment and the
increase or decrease, if any, in the number of shares purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method
of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 4.1., 4.2., or 4.3., then, in any
such event, the Company shall give written notice in the manner set forth above
on the record date for such event, or the effective date of such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation, winding up or issuance of shares. Such notice shall also specify
the date as of which the holders of Common Stock of record shall participate in
such dividend, distribution, or subscription rights, or shall be entitled to
exchange their Common Stock for stock, securities, or other assets deliverable
upon such reorganization, reclassification, consolidation, merger, sale,
dissolution, liquidation, winding up or issuance. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such event.
4.5. No Fractional Shares. Notwithstanding any provision
contained in this Warrant Agreement to the contrary, the Company shall not
issue fractional shares upon exercise of Warrants. If, by reason of any
adjustment made pursuant to this Section 4, the holder of any Warrant would be
entitled, upon the exercise of such Warrant, to receive a fractional interest
in a share, the Company shall, upon such exercise, purchase such fractional
interest, determined as follows:
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(i) If the 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 National Market or Nasdaq SmallCap Market,
the current value shall be the last reported sale price of the Common Stock on
such exchange on the last business day prior to the date of exercise of the
Warrant or if no such sale is made on such day, the average of the closing bid
and asked prices for such day on such exchange; or
(ii) If the Common Stock is not listed or admitted
to unlisted trading privileges, the current 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 the Warrant; or
(iii) If the Common Stock is not so listed or
admitted to unlisted trading privileges and bid and asked prices are not so
reported, the current value shall be an amount determined in such reasonable
manner as may be prescribed by the Board of Directors of the Company.
4.6. Form of Warrant. The form of Warrant need not be
changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant, Price and the same
number of shares as is stated in the Warrants initially issued pursuant to this
Agreement. However, the Company may at any time in its sole discretion make
any change in the form of Warrant that the Company may deem appropriate and
that does not affect the substance thereof, and any Warrant thereafter issued
or countersigned, whether in exchange or substitution for an outstanding
Warrant or otherwise, may be in the form as so changed.
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5. Transfer and Exchange of Warrants.
5.1. Registration of Transfer. The Warrant Agent shall
register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, properly
endorsed with signatures properly guaranteed and accompanied by appropriate
instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall
be cancelled by the Warrant Agent. The Warrants so cancelled shall be
delivered by the Warrant Agent to the Company from time to time upon request.
5.2. Procedure for Surrender of Warrants. Warrants may be
surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor
one or more new Warrants as requested by the registered holder of the Warrants
so surrendered, representing an equal aggregate number of Warrants; provided,
however, that in the event that a Warrant surrendered for transfer bears a
restrictive legend, the Warrant Agent shall not cancel such Warrant and issue
new Warrants in exchange therefor until the Warrant Agent has received an
opinion of counsel for the Company stating that such transfer may be made and
indicating whether the new Warrants must also bear a restrictive legend.
5.3. Fractional Warrants. The Warrant Agent shall not be
required to effect any registration of transfer or exchange which will result
in the issuance of a Warrant for a fraction of a Warrant.
5.4. Service Charges. No service charge in excess of
$7.00 per certificate shall be made for any exchange or registration of
transfer of Warrants.
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5.5. Warrant Execution and Countersignature. The Warrant
Agent is hereby authorized to countersign and to deliver, in accordance with
the terms of this Agreement, the Warrants required to be issued pursuant to the
provisions of this Section 5, and the Company, whenever required by the Warrant
Agent, will supply the Warrant Agent with Warrants duly executed on behalf of
the Company for such purpose.
6. Redemption.
6.1. Redemption. Subject to Section 6.4 hereof, the
Redeemable Warrants may be redeemed, at the option of the Company, as a whole
at any time or in part from time to time, after _______________, and prior to
their expiration, in any proportion as the Company in its sole discretion may
determine, at the office of the Warrant Agent, upon the notice referred to in
Section 6.2., at the price of $.25 per Warrant ("Redemption Price"), provided
that the average closing bid price of the Common Stock as reported on the
NASDAQ Small Cap Market, or the last sale as reported on a national or regional
stock exchange, as applicable, has been greater than multiplied by the then
effective exercise price of the Warrants (i.e., $12.00, assuming no adjustments
in the Warrant Price or the number of shares issuable upon exercise of the
Warrant) for the thirty (30) consecutive trading days ending within ten (10)
days prior to the date on which notice of redemption is given, and further
provided that the Company shall give written notice to the Warrant Agent of the
Company's intent to redeem the Warrants at least five (5) business days prior
to the date of the notice of redemption.
6.2. Date Fixed for, and Notice of, Redemption. In the
event the Company shall elect to redeem all or any part of the Redeemable
Warrants, the Company shall fix a date for the redemption. Notice of
redemption shall be mailed by first class mail, postage prepaid,
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by the Company or the Company's agent at its direction not less than 30 days
from the date fixed for redemption to the registered holders of the Warrants to
be redeemed at their last addresses as they shall appear on the registration
books. Any notice mailed in the manner herein provided shall be conclusively
presumed to have been duly given whether or not the registered holder received
such notice.
6.3. Exercise After Notice of Redemption. The Redeemable
Warrants may be exercised in accordance with Section 3 of this Agreement at any
time after notice of redemption shall have been given by the Company pursuant
to Section 6.2. hereof and prior to the date fixed for redemption. On and
after the redemption date, the record holder of the Redeemable Warrants shall
have no further rights except to receive, upon surrender of the Redeemable
Warrants, the redemption price.
6.4. Redemption Exceptions. The Warrants shall not be
redeemed before _____________, 1997 without the written consent of Barron Chase
Securities, Inc. The provisions of this Section 6.4 shall not be modified,
amended or deleted without the prior written consent of Barron Chase
Securities, Inc.
7. Other Provisions Relating To Rights.
7.1. No Rights as Stockholder. A Warrant does not entitle
the registered holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or
other distributions, exercise any preemptive rights or rights to vote or to
consent or to receive notice as stockholders in respect of the meetings of
stockholders or the election of directors of the Company or any other matter.
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7.2. Lost, Stolen, Mutilated, or Destroyed Warrants. If
any Warrant is lost, stolen, mutilated, or destroyed, the Company and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in
their discretion impose (which shall, in the case of a mutilated Warrant,
include the surrender thereof), issue a new Warrant of like denomination,
tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any
such new Warrant shall constitute a substitute contractual obligation of the
Company, whether or not the allegedly lost, stolen, mutilated, or destroyed
Warrant shall be at any time enforceable by anyone.
7.3. Reservation of Common Stock. The Company shall at
all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full
of all outstanding Warrants issued pursuant to this Agreement.
7.4. Registration Statement. The Company has filed with
the Securities and Exchange Commission a Registration Statement (No. 333-06121)
("Registration Statement') on Form S-1 for the registration, under the
Securities Act of 1933, of, among others, the Warrants and the Common Stock
issuable upon exercise of the Warrants.
7.5. Registration of Common Stock. The Company will use
its best efforts to cause the Registration Statement to become effective and to
maintain the effectiveness of such Registration Statement or another
registration statement with respect to such Common Stock until the expiration
or redemption of the Warrants in accordance with the provisions of this
Agreement.
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8. Concerning the Warrant Agent and Other Matters.
8.1. Payment of Taxes. The Company will from time to time
promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock
upon the exercise of Warrants, but the Company shall not be obligated to pay
any transfer taxes in respect of the Warrants or such shares.
8.2. Resignation, Consolidation, or Merger of Warrant
Agent.
8.2.1. Appointment of Successor Warrant Agent. The
Warrant Agent, or any successor to it hereafter appointed, may resign its
duties and be discharged from all further duties and liabilities (other than
those incurred prior to such resignation or discharge) hereunder after giving
sixty (60) days' notice in writing to the Company and may be removed by the
Company upon sixty (60) days' notice. If the office of the Warrant Agent
becomes vacant by resignation or incapacity to act or otherwise, the Company
shall appoint in writing a successor Warrant Agent in place of the Warrant
Agent. If the Company shall fail to make such appointment within a period of
30 days after it has been notified in writing of such resignation or incapacity
by the Warrant Agent, then the holder of any Warrant may apply to the Supreme
Court of the State of New York for the County of New York for the appointment
of a successor Warrant Agent. Any successor Warrant Agent, whether appointed
by the Company or by such court, shall be a corporation in good standing and
having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and
subject to supervision or examination by federal or state authority. After
appointment, any successor Warrant Agent shall be vested with all the
authority, powers, rights,
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immunities, duties, and obligations of its predecessor Warrant Agent with like
effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the
predecessor Warrant Agent shall execute and deliver, at the expense of the
Company, an instrument transferring to such successor Warrant Agent all the
authority, powers, and rights of such predecessor Warrant Agent hereunder; and
upon request of any successor Warrant Agent the Company shall make, execute,
acknowledge, and deliver any and all instruments in writing for more fully and
effectually vesting in and confirming to such successor Warrant Agent all such
authority, powers. rights, immunities, duties, and obligations.
8.2.2. Notice of Successor Warrant Agent. In the
event a successor Warrant Agent shall be appointed, the Company shall give
notice thereof to the predecessor Warrant Agent and the transfer agent for the
Common Stock not later than the effective date of any such appointment.
8.2.3. Merger or Consolidation of Warrant Agent.
Any corporation into which the Warrant Agent may be merged or with which it may
be consolidated or any corporation resulting from any merger or consolidation
to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.
8.2.4. Records. The Warrant Agent shall, upon
request by the Company, deliver to the Company a copy of the transfer records
relating to the Warrants subject to the payment of any amounts required to be
paid pursuant to Section 8.3.1.
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8.3. Fees and Expenses of Warrant Agent.
8.3.1. Remuneration. The Company agrees to pay the
Warrant Agent reasonable compensation for (i) its services as Warrant Agent
hereunder, and (ii) its services as transfer agent to the Company, and to
reimburse the Warrant Agent, upon demand and presentation of appropriate
vouchers or receipts, for the reasonable costs incurred by the Warrant Agent in
connection with its services as Warrant Agent hereunder.
8.3.2. Further Assurances. The Company and the
Warrant Agent agree to perform, execute, acknowledge, and deliver or cause to
be performed, executed, acknowledged, and delivered all such further and other
acts, instruments, and assurances as may reasonably be required by the Warrant
Agent or the Company for the carrying out or performing of the provisions of
this Agreement.
8.4. Liability of Warrant Agent.
8.4.1. Reliance on Company Statement. Whenever in
the performance of its duties under this Warrant Agreement, the Warrant Agent
shall deem it necessary or desirable that any fact or matter be proved or
established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and
established by a statement signed by the Chairman or President of the Company
and delivered to the Warrant Agent. The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the
provisions of this Agreement.
8.4.2. Indemnity. The Warrant Agent shall be
liable hereunder only for its own negligence or willful misconduct or any
actions taken in bad faith. The
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Company agrees to indemnify the Warrant Agent and save it harmless against any
and all liabilities, including judgments, costs and reasonable counsel fees,
for anything done or omitted by the Warrant Agent in the execution of this
Agreement except as a result of the Warrant Agent's negligence, willful
misconduct, or bad faith.
8.4.3. Exclusions. The Warrant Agent shall
have no responsibility with respect to the validity or execution of any Warrant
(except its countersignature thereof); nor shall it be responsible for any
breach by the Company of any covenant or condition contained in this Agreement
or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4. hereof or responsible for the manner,
method, or amount of any such adjustment or the ascertaining of the existence
of facts that would require any such adjustment; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any shares of Common Stock to be issued
pursuant to this Agreement or any Warrant or as to whether any shares of Common
Stock will when issued be valid and fully paid and nonassessable.
8.5. Acceptance of Agency. The Warrant Agent hereby accepts
the agency established by this Agreement and agrees to perform the same upon
the terms and conditions herein set forth and among other things, shall account
promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all moneys received by the Warrant Agent
for the purchase of shares of the Company's Common Stock through the exercise
of Warrants.
8.6. Right to Consult Counsel. The Warrant Agent may at
any time consult with legal counsel of its selection satisfactory to it (who
may be legal counsel for the Company),
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and the Warrant Agent shall incur no liability or responsibility to the Company
or to any registered holder for any action taken, suffered or omitted by it in
good faith in accordance with the opinion or advice of such counsel.
9. Miscellaneous Provisions.
9.1. Successors. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Warrant Agent shall bind
and inure to the benefit of their respective successors and assigns.
9.2. Notices. Any notice, statement or demand authorized
by this Warrant Agreement to be given or made by the Warrant Agent or by the
holder of any Warrant to or on the Company shall be sufficiently given or made
if sent by certified mail, or private courier service, postage prepaid,
addressed (until another address is filed in writing by the Company with the
Warrant Agent), as follows:
Chief Executive Officer
Cable-Sat Systems, Inc.
2105 Hamilton Avenue, Suite 140
San Jose, CA 95125
with a copy to:
Joel Bernstein, Esq.
P.O.Box 330072
Miami, FL 33233
Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Warrant or by the Company to or on the
Warrant Agent shall be sufficiently given or made if sent by certified mail or
private courier service, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company), as follows:
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American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
Attn: Compliance Department
with a copy to:
9.3. Applicable Law. The validity, interpretation, and
performance of this Agreement and of the Warrants shall be governed in all
respects by the laws of the State of New York.
9.4. Persons Having Rights under this Agreement. Nothing
in this Agreement expressed and nothing that may be implied from any of the
provisions hereof is intended, or shall be construed, to confer upon, or give
to, any person or corporation other than the parties hereto and the registered
holders of the Warrants and, for the purposes of Sections 6.1 and 6.4 hereof,
Barron Chase Securities, Inc., any right, remedy, or claim under or by reason
of this Warrant Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. Barron Chase Securities, Inc. shall be deemed to be a
third party beneficiary of this Agreement with respect to Sections 6.1 and 6.4
hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Warrant Agreement shall be for the sole and exclusive benefit
of the parties hereto (and Barron Chase Securities, Inc. to the extent set
forth above) and their successors and assigns and of the registered holders of
the Warrants.
9.5. Examination of the Warrant Agreement. A copy of this
Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for
inspection by the registered holder of any Warrant.
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The Warrant Agent may require any such holder to submit his or her Warrant for
inspection by it.
9.6. Counterparts. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
9.7. Effect of Headings. The Section headings herein are
for convenience only and are not part of this Warrant Agreement and shall not
affect the interpretation thereof.
IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto under their respective corporate seals as of the day and year
first above written.
CABLE-SAT SYSTEMS, INC.
By: ________________________________
AMERICAN STOCK TRANSFER &
TRUST COMPANY
By: _________________________________
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