Exhibit 10.27
NEITHER THIS WARRANT NOR THE SHARES FOR WHICH THIS WARRANT IS EXERCISABLE HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR QUALIFIED UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. NONE OF SUCH SECURITIES MAY BE SOLD,
PLEDGED, HYPOTHECATED, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
SOLPOWER CORPORATION, a Nevada corporation
Share Purchase Warrant
Number ____________ Right to Purchase: 1,000,000 Common Shares,
Date of Issuance: August 28, 2000 $0.01 par value
1. WARRANT. For value received, Pico Holdings, Inc., a California
corporation ("Registered Owner") is entitled, on or before August 28, 2003 or an
earlier date applicable in paragraph 4 below ("Expiration Date") but not
thereafter, to exercise the Warrant purchase up to One Million (1,000,000)
non-assessable Shares, $0.01 par value ("Shares"), of Solpower Corporation, a
Nevada corporation (the "Company"), from the Company for a purchase price equal
to forty-three cents ($0.43) per Share, being an amount equal to 110% of the
closing price of the shares on the date of issuance of this Warrant and which
purchase price is subject to adjustment as provided for herein, (the "Exercise
Price").
2. EXERCISE.
2.1. EXERCISE PERIOD. The purchase rights represented by this Warrant
are exercisable at the option of the Registered Owner in whole at any time, or
in part from time to time, prior to the Expiration Date, provided that such
purchase rights shall not be exercisable with respect to a fraction of a Share.
The Company will not close its books for the transfer of this Warrant or of any
Shares issued or issuable upon the exercise of this Warrant in any manner which
interferes with the timely exercise of this Warrant.
2.2. EXERCISE PROCEDURE.
(a) This Warrant will be deemed to have been exercised upon the
date of surrender (the "Exercise Date") of this Warrant to the Company together
with a completed and duly executed subscription in the form attached hereto, and
cash payment of the purchase price for each of the Shares purchased in
immediately available U. S. federal funds in the amount of the Purchase Price .
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(b) Certificate representing the Shares so purchased shall be
delivered to the Registered Owner within ten days following the Exercise Date.
(c) Shares issuable upon the exercise of this Warrant will be
deemed to have been issued to the Registered Owner on the Exercise Date, and the
Registered Owner will be deemed for all purposes to have become the record
holder of such Shares on the Exercise Date.
(d) The Company covenants and agrees that all shares to be
delivered upon the exercise of this Warrant will, upon delivery, be free from
all taxes, liens, and charges with respect to the purchase thereof hereunder.
3. ADJUSTMENT.
3.1. SUBDIVISION OR COMBINATION OF SHARES AND SHARE DIVIDENDS. In the
event that the Company shall at any time after the Date of Issuance issue any
Shares or any rights to purchase Shares as a dividend upon its Shares or issue
any Shares in subdivision of outstanding Shares by reclassification or otherwise
or combine outstanding Shares by reclassification or otherwise, then in each of
said events ("Adjustment Events"), the Exercise Price which would apply if
purchase rights hereunder were being exercised immediately prior to such action
by the Company shall be adjusted by multiplying it by a fraction, the numerator
of which shall be the number of Shares outstanding immediately prior to such
dividend, subdivision or combination and the denominator of which shall be the
number of Shares outstanding immediately after such dividend, subdivision or
combination, and in such case the number of Shares which would be purchasable
hereunder if purchase rights hereunder were being exercised immediately prior to
such action by the Company shall be adjusted by multiplying it by a fraction
which is the reciprocal of the fraction by which the Exercise Price shall be
adjusted.
3.2. NOTICE OF ADJUSTMENT. Immediately upon any adjustment of the
Exercise Price or increase or decrease in the number of Shares purchasable upon
exercise of this Warrant, the Company will send written notice thereof to the
Registered Owner, stating the adjusted Exercise Price, the increased or
decreased number of Shares purchasable upon exercise of this Warrant and the
calculation for such adjustment and increase or decrease. When appropriate, such
notice may be given in advance and included as part of any notice required to be
given pursuant to Section 4 below.
3.3 DISCRETION. Notwithstanding the provisions of this Section 3, on
the occurrence of any Adjustment Events, the Company shall have the sole and
exclusive power to make other adjustments as it considers necessary or desirable
with respect to the Warrants so long as such adjustment is not adverse to the
Registered Owner's interests hereunder.
4. PRIOR NOTICE OF CERTAIN EVENTS. In case at any time any of the following
(collectively "Capital Event") shall occur:
(a) the Company shall pay any dividend upon its Shares or make
any distribution to the holders of its Shares (including dividends or
distributions payable in Shares);
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(b) there shall be any reorganization or reclassification of the
capital stock of the Company, or consolidation or merger of the Company with
another corporation or a sale or deposition of all or substantially all its
assets;
(c) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company; or
(d) the Company shall undertake an underwritten initial public
offering of its Shares, and the underwriter or underwriting group shall require
the acceleration of the exercise date of the Warrant, then, in each of said
cases, the Company shall give prior written notice to the Registered Owner of
the date on which (i) the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights or (ii) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up shall take place or (iii) the Company shall undertake
an initial public offering, as the case may be. Such notice shall also specify
the date as of which the holders of distribution or subscription rights or shall
be entitled to exchange their Shares for securities or other property
deliverable upon such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, as the case may be. Such written
notice shall be given at least twenty days prior to the action in question and
not less than twenty days prior to the record date or the date on which the
Company's transfer books are closed in respect thereto. To the extent that the
Registered Owner does not, within the period specified, exercise this Warrant,
this Warrant shall lapse.
5. RESTRICTIONS ON TRANSFERS.
5.1. TRANSFER RESTRICTIONS. Neither this Warrant nor any rights
hereunder are transferable by the Registered Owner hereof, except with the prior
written consent of the Company. The Company may deem and treat the Registered
Owner of this Warrant at any time as the absolute owner hereof for all purposes.
5.2. RESTRICTIVE LEGEND. The Registered Owner of this Warrant
acknowledges that neither this Warrant nor the Shares for which this Warrant is
exercisable have been registered under the Securities Act of 1933, as amended,
("1933 Act") or qualified under the securities laws of California or of any
other State or jurisdiction. The undersigned agrees not to sell, pledge,
hypothecate, transfer or otherwise dispose of this Warrant or any Shares issued
upon its exercise in the absence of (i) an effective registration statement as
to this Warrant or such Shares under the 1933 Act (or any similar statute then
in effect) or (ii) an opinion of counsel satisfactory to the Company to the
effect that such registration is not required.
6. NO FURTHER RIGHTS. This Warrant shall not entitle the Registered Owner
to any voting rights or other rights as a shareholder of the Company, or to any
other rights whatsoever except the rights herein expressed, and no dividends
shall be payable or accrue in respect of this Warrant or the interest
represented hereby or the shares purchasable hereunder until or unless, and
except to the extent that, this Warrant shall be exercised.
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7. RESERVATION OF SHARES. The Company agrees at all times to reserve and
hold available for issuance a sufficient number of authorized but unissued
Shares as will be sufficient to permit the exercise in full of this Warrant, and
upon such issuance all such Shares will be validly issued, fully paid and
nonassessable and not in violation of the preemptive rights of any person.
8. GENERAL.
8.1. NOTICES. Any notices required to be sent to the Registered Owner
will be delivered to the address of such Registered Owner shown on the books of
the Company. All notices referred to herein will be delivered in person or sent
by first class mail, postage prepaid, and will be deemed to have been given when
so delivered or sent.
8.2. ASSIGNMENT. This Warrant shall be binding upon and inure to the
benefit of both parties hereto and their respective successors and assigns. If
any provision of this Warrant shall be held to be invalid or unenforceable, in
whole or in part, neither the validity nor the enforceability of the remainder
hereof shall in any way be affected.
8.3. HEADINGS. The headings in this Agreement are included only for
convenience and shall not affect the meaning or interpretation of this
Agreement. The words "herein" and "hereof" and other words of similar import
refer to this Agreement as a whole and not to any particular part of this
Agreement. The word "including" as used herein shall not be construed so as to
exclude any other thing not referred to or described.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
its duly authorized officer.
SOLPOWER CORPORATION
By: /s/ Mark S. Robinson
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Name: Mark S. Robinson
Title: President and CEO
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
TO: SOLPOWER CORPORATION
The undersigned, the Registered Owner of the within Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder, __________________ Common Shares $0.01 par
value of Solpower Corporation and herewith makes Payment by delivery of cash or
other immediately available federal funds of $___________. If such Common Shares
shall not be all of the Shares purchasable hereunder, a new Warrant of like
tenor for the balance of the Common Shares purchasable hereunder shall be
delivered to the undersigned.
Dated:
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