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EXHIBIT 4.1
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT APPLICABLE,
PURSUANT TO RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT RELATING
TO THE DISPOSITION OF SECURITIES), OR (iii) UPON THE DELIVERY BY THE HOLDER TO
THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO COUNSEL FOR THE
COMPANY, STATING THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS
AVAILABLE.
EXERCISABLE UNTIL ON OR BEFORE
5:00 P.M., NEW YORK TIME, AUGUST ____, 2005
No. _______ ________ Warrants
CASH TECHNOLOGIES, INC.
SERIES C REDEEMABLE WARRANT
This warrant certificate (the "Warrant Certificate") certifies that or
registered assigns, is the registered holder of Series C Redeemable Warrants to
purchase, at any time until 5:00 P.M. New York City time on August ____, 2005
(the "Expiration Date"), up to fully-paid and non-assessable shares, subject to
adjustment in accordance with Article 6 hereof (the "Warrant Shares"), of the
common stock, par value $.001 per share (the "Common Stock"), of Cash
Technologies, Inc., a Delaware corporation (the "Company"), subject to the terms
and conditions set forth herein. The warrants represented by this Warrant
Certificate and any warrants resulting from a transfer or subdivision of the
warrants represented by this Warrant Certificate shall sometimes hereinafter be
referred to, individually, as a "Warrant" and, collectively, as the "Warrants."
This Warrant Certificate is one of a series of Warrant Certificates being issued
as part of a private offering (the "Series B Preferred Private Financing")
pursuant to the Series B 8% Cumulative Convertible Preferred Stock Purchase
Agreement providing for the sale of up to 400,000 shares of Series B Preferred
Stock between the Company and the Holder.
1. Exercise of Warrants. Each Warrant is initially exercisable to
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purchase one Warrant Share at an initial exercise price of $2.00 per Warrant
Share, subject to adjustment as set forth in Article 6 hereof, payable in cash
or by check to the order of the Company, or any combination of cash or check.
Upon surrender of this Warrant Certificate with the annexed Form of Election to
Purchase duly executed, together with payment of the Exercise Price (as
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hereinafter defined) for the Warrant Shares purchased, at the Company's
principal offices (presently located at 1434 West 11/th/ Street, Los Angeles,
California 90015), the registered holder of the Warrant Certificate (the
"Holder" or "Holders") shall be entitled to receive a certificate or
certificates for the Warrant Shares so purchased. The purchase rights
represented by this Warrant Certificate are exercisable at the option of the
Holder hereof, in whole or in part (but not as to fractional shares). In the
case of the purchase of less than all the Warrant Shares purchasable under this
Warrant Certificate, the Company shall cancel this Warrant Certificate upon its
surrender and shall execute and deliver a new Warrant Certificate of like tenor
for the balance of the Warrant Shares purchasable hereunder.
2. Redemption by Company.
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2.1. Following the completion of a registration under the
Securities Act of 1933, as amended, of the Warrant Shares, and such registration
statement is then effective and allows for the resale of the Warrant Shares by
the Holder, the Company may, on not less than 20 days' prior written notice,
redeem this Warrant at a price of $.01 per Warrant, provided that the last
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reported sale price of the Company's Common Stock, as officially reported by the
principal securities exchange on which the Common Stock is listed or admitted to
trading or as reported in the National Market System or such other exchange or
registered securities association on which the Common Stock is traded or quoted,
has averaged at least $12.00 per share for the 20 consecutive trading days
ending at least five days prior to the date on which notice is given (subject to
any adjustment as provided in Section 7 hereof).
2.2. In case the Company shall exercise its right to redeem the
Warrants, it shall give or cause to be given notice to the Holders of the
Warrants, by mailing to such Holders a notice of redemption, first class,
postage prepaid, at their last address as shall appear on the records of the
Company. Any notice mailed in the manner provided herein shall be conclusively
presumed to have been duly given whether or not the Holder receives such notice.
2.3. The notice of redemption shall specify (i) the redemption
price, (ii) the redemption date, which shall in no event be less than thirty
(30) days after the date of mailing of such notice, and (iii) the place where
the Warrant shall be delivered and the redemption price shall be paid. No
failure to mail such notice nor any defect therein or in the mailing thereof
shall affect the validity of the proceedings for such redemption except as to a
holder (a) to whom notice was not mailed or (b) whose notice was defective. An
affidavit of the employee or agent of the Company responsible for delivery of
the notice, that such notice of redemption has been mailed shall, in the absence
of fraud, be prima facie evidence of the acts stated therein. The redemption
price payable to the Holders shall be mailed to such persons at their addresses
of record.
3. Issuance of Certificates. Upon the exercise of the Warrants, the
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issuance of certificates for the Warrant Shares purchased pursuant to such
exercise shall be made forthwith without charge to the Holder thereof including,
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without limitation, any tax which may be payable in respect of the issuance
thereof, and such certificates shall (subject to the provisions of Article 3
hereof) be issued in the name of, or in such names as may be directed by, the
Holder thereof; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and delivery of any such certificates in a name other than that of the Holder
and the Company shall not be required to issue or deliver such certificates
unless or until the person or persons requesting the issuance thereof shall have
paid to the Company the amount of such tax or shall have established to the
satisfaction of the Company that such tax has been paid.
The Warrant Certificates and, upon exercise of the Warrants, the
certificates representing the Warrant Shares shall be executed on behalf of the
Company by the manual or facsimile signature of those officers required to sign
such certificates under applicable law.
This Warrant Certificate and, upon exercise of the Warrants, in part
or in whole, certificates representing the Warrant Shares shall bear a legend
substantially similar to the following:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended ("Act"), and
may not be offered or sold except (i) pursuant to an effective
registration statement under the Act, (ii) to the extent applicable,
pursuant to Rule 144 under the Act (or any similar rule under such Act
relating to the disposition of securities), or (iii) upon the delivery
by the holder to the Company of an opinion of counsel, reasonably
satisfactory to counsel to the issuer, stating that an exemption from
registration under such Act is available."
4. Restriction on Transfer of Warrants. The Holder of this Warrant
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Certificate, by its acceptance thereof, represents and warrants to, and
covenants and agrees with the Company that the Warrants and the Warrant Shares
issuable upon exercise of the Warrants are being acquired for the Holder's own
account as an investment and not with a view to the resale or distribution
thereof and that the Warrants and the Warrant Shares are not registered under
the Act or any state securities or blue sky laws and, therefore, may not be
transferred unless such securities are either registered under the Act and any
applicable state securities law or an exemption from such registration is
available. The Holder of this Warrant Certificate acknowledges that the Holder
is an "accredited investor" within the meaning of Regulation D promulgated under
the Act who has been provided with an opportunity to ask questions of
representatives of the Company concerning the Company and that all such
questions were answered to the satisfaction of the Holder. In connection with
any purchase of Warrant Shares the Holder agrees to execute any documents which
may be reasonably required by counsel to the Company to comply with the
provisions of the Act and applicable state securities laws.
5. Registration Rights. The Holder shall be entitled to all of the
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rights and subject to all of the obligations set forth in the Registration
Rights Agreement of the Company, dated as of the initial closing date for the
Private Financing.
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6. Price.
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6.1. Initial and Adjusted Exercise Price. The initial exercise
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price of each shall be $2.00 per Warrant Share. The adjusted exercise price
shall be the price which shall result from time to time from any and all
adjustments of the initial exercise price in accordance with the provisions of
Article 7 hereof.
6.2. Exercise Price. The term "Exercise Price" herein shall
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mean the initial exercise price or the adjusted exercise price, depending upon
the context.
7. Adjustments of Exercise Price and Number of Warrant Shares.
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7.1. Dividends and Distributions. In case the Company shall at
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any time after the date hereof pay a dividend in shares of Common Stock or make
a distribution in shares of Common Stock, then upon such dividend or
distribution, the Exercise Price in effect immediately prior to such dividend or
distribution shall be reduced to a price determined by dividing an amount equal
to the total number of shares of Common Stock outstanding immediately prior to
such dividend or distribution multiplied by the Exercise Price in effect
immediately prior to such dividend or distribution, by the total number of
shares of Common Stock outstanding immediately after such dividend or
distribution. For purposes of any computation to be made in accordance with the
provisions of this Section 7.1, the Common Stock issuable by way of dividend or
distribution shall be deemed to have been issued immediately after the opening
of business on the date following the date fixed for determination of
shareholders entitled to receive such dividend or distribution.
7.2. Subdivision and Combination. In case the Company shall at
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any time subdivide or combine the outstanding Common Stock, the Exercise Price
shall forthwith be proportionately decreased in the case of subdivision or
increased in the case of combination.
7.3. Adjustment in Number of Warrant Shares. Upon each
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adjustment of the Exercise Price pursuant to the provisions of this Article 7,
the number of Warrant Shares issuable upon the exercise of each Warrant shall be
adjusted to the nearest full shares of Common Stock by multiplying a number
equal to the Exercise Price in effect immediately prior to such adjustment by
the number of Warrant Shares issuable upon exercise of the Warrants immediately
prior to such adjustment and dividing the product so obtained by the adjusted
Exercise Price.
7.4. Reclassification, Consolidation, Merger. etc. In case of
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any reclassification or change of the outstanding shares of Common Stock (other
than a change in par value, or from par value to no par value, or from no par
value to par value, or as a result of a subdivision or combination), or in the
case of any consolidation of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger in which the Company
is the surviving corporation and which does not result in any reclassification
or change of the outstanding shares of Common Stock, except a change as a result
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of a subdivision or combination of such shares or a change in nominal value, as
aforesaid), or in the case of a sale or conveyance to another corporation of the
property of the Company as an entirety, the Holder shall thereafter have the
right to purchase the kind and number of shares of stock and other securities
and property receivable upon such reclassification, change, consolidation,
merger, sale or conveyance as if the Holder were the owner of the Warrant Shares
issuable upon exercise of the Warrants immediately prior to any such events at a
price equal to the product of (x) the number of Warrant Shares issuable upon
exercise of the Warrants and (y) the Exercise Price in effect immediately prior
to the record date for such reclassification, change, consolidation, merger,
sale or conveyance as if such Holder had exercised the Warrants.
7.5. Determination of Outstanding Shares. The number of shares
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of Common Stock at any one time outstanding shall include the aggregate number
of shares issued or issuable upon the exercise of outstanding options, rights,
warrants and upon the conversion or exchange of outstanding convertible or
exchangeable securities.
8. Exchange and Replacement of Warrant Certificates. This Warrant
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Certificate is exchangeable without expense, upon the surrender hereof by the
registered Holder at the principal executive office of the Company, for a new
Warrant Certificate of like tenor and date representing in the aggregate the
right to purchase the same number of Warrant Shares in such denominations as
shall be designated by the Holder thereof at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss, theft, destruction or mutilation of this Warrant Certificate, and,
in case of loss, theft or destruction, of indemnity or security reasonably
satisfactory to it, and reimbursement to the Company of all reasonable expenses
incidental thereto, and upon surrender and cancellation of the Warrants, if
mutilated, the Company will make and deliver a new Warrant of like tenor, in
lieu thereof.
9. Elimination of Fractional Interests. The Company shall not be
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required to issue certificates representing fractions of shares of Common Stock
and shall not be required to issue scrip or pay cash in lieu of fractional
interests, it being the intent of the parties that all fractional interests
shall be eliminated by rounding any fraction up to the nearest whole number of
shares of Common Stock.
10. Reservation of Shares. The Company covenants and agrees
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that it will at all times reserve and keep available out of its authorized share
capital, solely for the purpose of issuance upon the exercise of the Warrants,
such number of shares of Common Stock as shall be equal to the number of Warrant
Shares issuable upon the exercise of the Warrants, for issuance upon such
exercise, and that, upon exercise of the Warrants and payment of the Exercise
Price therefor, all Warrant Shares issuable upon such exercise shall be duly and
validly issued, fully paid, nonassessable and not subject to the preemptive
rights of any shareholder.
11. Notices to Warrant Holders. Nothing contained in this Agreement
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shall be construed as conferring upon the Holder or Holders the right to vote or
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to consent or to receive notice as a stockholder in respect of any meetings of
stockholders for the election of directors or any other matter, or as having any
rights whatsoever as a shareholder of the Company. If, however, at any time
prior to the expiration of the Warrants and their exercise, any of the following
events shall occur:
(a) the Company shall take a record of the holders of its Common
Stock for the purpose of entitling them to receive a dividend or
distribution payable otherwise than in cash, or a cash dividend or
distribution payable otherwise then out of current or retained earnings, as
indicated by the accounting treatment of such dividend or distribution on
the books of the Company; or
(b) the Company shall offer to all the holders of its Common
Stock any additional shares of Common Stock or other shares of capital
stock of the Company or securities convertible into or exchangeable for
shares of Common Stock or other shares of capital stock of the Company, or
any option, right or warrant to subscribe therefor;
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of all
or substantially all of its property, assets and business as an entirety
shall be proposed; or
(d) the Company or an affiliate of the Company shall propose to
issue any rights to subscribe for shares of Common Stock or any other
securities of the Company or of such affiliate to all the stockholders of
the Company;
then, in any one or more of said events, the Company shall give written notice
of such event at least twenty (20) days prior to the date fixed as a record date
or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, options or warrants, or entitled
to vote on such proposed dissolution, liquidation, winding up or sale. Such
notice shall specify such record date or the date of closing the transfer books,
as the case may be. Failure to give such notice or any defect therein shall not
affect the validity of any action taken in connection with the declaration or
payment of any such dividend or distribution, or the issuance of any convertible
or exchangeable securities or subscription rights, options or warrants, or any
proposed dissolution, liquidation, winding up or sale.
Notwithstanding the foregoing, the Company agrees that it shall
promptly deliver to the Holder copies of all financial statements, reports and
proxy statements which the Company is required to send to its stockholders
generally.
12. Notices. All notices, requests, consents and other communications
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hereunder shall be in writing and shall be deemed to have been duly made when
delivered, or mailed by registered or certified mail, return receipt requested:
(a) If to a registered Holder of the Warrants, to the address of
such Holder as shown on the books of the Company; or
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(b) If to the Company, to the address set forth in Article 1 of
this Agreement or to such other address as the Company may designate by
notice to the Holders.
13. Successors. All the covenants and provisions of this Agreement by
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or for the benefit of the Company and the Holders inure to the benefit of their
respective successors and assigns hereunder.
14. Governing Law.
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14.1. Choice of Law. This Agreement shall be deemed to have been
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made and delivered in the State of Delaware and shall be governed as to
validity, interpretation, construction, effect and in all other respects by the
internal laws of the State of Delaware.
14.2. Jurisdiction and Service of Process. The Company and the
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Holder each (a) agrees that any legal suit, action or proceeding arising out of
or relating to this Warrant Certificate, or any other agreement entered into
between the Company and the Holder pursuant to the Series B Preferred Private
Financing shall be instituted exclusively in the New York State Supreme Court,
County of New York, or in the United States District Court for the Southern
District of New York (b) waives any objection which the Company or such Holder
may have now or hereafter based upon forum non conveniens or to the venue of any
such suit, action or proceeding, and (c) irrevocably consents to the
jurisdiction of the New York State Supreme Court, County of New York and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding. The Company and the Holder each further agrees (a)
to accept and acknowledge service of any and all process which may be served in
any such suit, action or proceeding in the New York State Supreme Court, County
of New York or in the United States District Court for the Southern District of
New York and (b) agrees that service of process upon the Company or the Holder
mailed by certified mail to their respective addresses shall be deemed in every
respect effective service of process upon the Company or the Holder, as the case
may be, in any suit, action or proceeding. FURTHER, BOTH THE COMPANY AND HOLDER
HEREBY WAIVE TRIAL BY JURY IN ANY ACTION TO ENFORCE THE TERMS OF THIS WARRANT
CERTIFICATE AND IN CONNECTION WITH ANY DEFENSE, COUNTERCLAIM OR CROSS-CLAIM
ASSERTED IN ANY SUCH ACTION.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as
of the ____ day of _________, 2000.
CASH TECHNOLOGIES, INC.
By: __________________________
Name:
Title:
[SEAL]
Attest:
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[FORM OF ELECTION TO PURCHASE]
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate, to purchase ________ Warrant Shares and
herewith tenders in payment for such Warrant Shares cash or a certified check
payable to the order of Cash Technologies, Inc. in the amount of $_________, all
in accordance with the terms hereof. The undersigned requests that a certificate
for such Warrant Shares be registered in the name of ______________________,
whose address is ______________________ _________________________, and that such
certificate be delivered to __________________, whose address is
____________________ ___________________________.
Dated: Signature:
__________________
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant Certificate.)
______________________________________
______________________________________
(Insert Social Security or Other
Identifying Number of Holder)
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[FORM OF ASSIGNMENT]
(To be executed by the registered holder if such holder
desires to transfer the Warrant Certificate.)
FOR VALUE RECEIVED __________________________ hereby sells, assigns
and transfers unto
Please print name and address of transferee) this Warrant Certificate, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint ____________________, Attorney, to transfer the within
Warrant Certificate on the books of the within-named Company, with full power of
substitution.
Dated: Signature:
__________________
(Signature must conform in all respects to
name of holder as specified on the face of
the Warrant Certificate)
________________________________
________________________________
(Insert Social Security or Other
Identifying Number of Assignee)
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