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Ex-10.41
Form of Warrant issued to Bonnie A. Crystal on June 30, 2000
EXHIBIT 10.41
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") OR STATE SECURITIES OR BLUE SKY LAWS AND MAY
NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE,
DIRECTLY OR INDIRECTLY, NOR MAY THE SECURITIES BE TRANSFERRED ON THE BOOKS OF
THE CORPORATION, WITHOUT REGISTRATION OF SUCH SECURITIES OR AN EXEMPTION FROM
SUCH REGISTRATION UNDER APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
Warrant No. N106
TELEGEN CORPORATION
COMMON STOCK PURCHASE WARRANT
VOID AFTER JUNE 30, 2005
1. NUMBER AND PRICE OF SHARES SUBJECT TO WARRANT. Subject to the
terms and conditions set forth herein, Bonnie A. Crystal
("Holder") is entitled to purchase from TELEGEN CORPORATION, a
California corporation (the "Company"), at any time after July
1, 2000 and on or before the date of termination of this Warrant
provided for in Section 2 hereof, up to 1,000,000 shares of
fully paid and non-assessable Common Stock of the Company (the
"Warrant Stock"), for a per-share purchase price of $1.75 (the
"Warrant Price"). This Warrant may not be exercised unless and
until either the Company or any subsidiary of the Company shall
generate revenues from the exploitation of the technology
defined in Section 14 herein on or before June 30, 2005.
2. TERMINATION. This Warrant (and the right to purchase securities
upon exercise hereof) shall terminate on June 30, 2005.
3. NO ADJUSTMENTS. No adjustment on account of dividends or
interest on Warrant Stock will be made upon the exercise hereof.
4. NO FRACTIONAL SHARES. No fractional shares of Warrant Stock will
be issued in connection with any subscription hereunder. In lieu
of any fractional shares which would otherwise be issuable, the
Company shall pay cash equal to the product of such fraction
multiplied by the fair market value of one share of Warrant
Stock on the date of exercise, as determined in good faith by
the Company's Board of Directors.
5. NO STOCKHOLDER. This Warrant shall not entitle its holder to any
of the rights of a stockholder of the Company.
6. RESERVATION OF STOCK. The Company covenants that during the
period this Warrant is exercisable, the Company will reserve
from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of Warrant Stock
upon the exercise of this Warrant. The Company agrees that its
issuance of this Warrant shall constitute full authority to its
officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for
shares of Warrant Stock upon the exercise of this Warrant.
7. PROCEDURE FOR EXERCISE OF WARRANT. This Warrant may be exercised
by the registered holder or its registered assigns, in whole or
in part, by the surrender of this Warrant at the principal
office of the Company, accompanied by payment in full of the
Warrant Price in cash or by check. Upon partial exercise hereof,
a new warrant or warrants containing the same date and
provisions as this Warrant shall be issued by the Company
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to the registered holder for the number of shares of Warrant
Stock with respect to which this Warrant shall not have been
exercised. The holder may also exercise this Warrant in whole or
in part in a "cashless" or "net-issue" exercise of this Warrant.
In such event, the holder will deliver this Warrant to the
Company with a notice stating the number of shares to be
delivered to the holder and the number of shares with respect to
which the Warrant is being surrendered in payment of the
aggregate Warrant Exercise Price for the shares to be delivered
to the holder and for the shares as to which the Warrant is
being surrendered for exercise. For purposes of this provision,
all shares as to which the Warrant is surrendered will be valued
at the Current Market Price. The notice accompanying the Warrant
shall also set forth the number of shares remaining subject to
the Warrant. "Fair Market Value" means the closing sale price or
if not available then the closing bid price on a given trading
day of the Company's Common Stock as reported on the Nasdaq
SmallCap Market under the symbol TEGN or other national
exchange, including the electronic bulletin board, the "pink
sheets" or as determined by the Company's Board of Directors in
good faith, as applicable. A Warrant shall be deemed to have
been exercised immediately prior to the close of business on the
date of its surrender for exercise as provided above, and the
person entitled to receive the shares of Warrant Stock issuable
upon such 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 promptly as practicable on or after such date, the
Company shall issue and deliver to the person or persons
entitled to receive the same a certificate or certificates for
the number of full shares of Warrant Stock issuable upon such
exercise, together with cash in lieu of any fraction of a share
as provided above.
8. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number and
kind of securities issuable upon the exercise of this Warrant
shall be subject to adjustment from time to time and the Company
agrees to provide notice upon the happening of certain events as
follows:
(a) ADJUSTMENT FOR RECLASSIFICATION OR REORGANIZATION. In
case of any reclassification or change of the
outstanding Common Stock of the Company or of any
reorganization of the Company during the term of this
Warrant (other than a merger of the Company with and
into another corporation), then and in each such case
the Company shall give the holder of this Warrant at
least twenty (20) days notice of the proposed effective
date of such transaction, and the holder of this
Warrant, upon the exercise hereof at any time after the
consummation of such reclassification, change or
reorganization, shall be entitled to receive, in lieu of
the Warrant Stock receivable upon the exercise hereof
prior to such consummation, the stock or other
securities or property to which such holder would have
been entitled upon such consummation if such holder had
exercised this Warrant immediately prior thereto, all
subject to further adjustment as provided in this
Section 8. The terms of this Section 8 shall similarly
apply to successive reclassifications, changes or
reorganizations.
(b) STOCK SPLITS AND REVERSE STOCK SPLITS. If at any time
during the term of this Warrant the Company shall
subdivide its outstanding shares of Common Stock into a
greater number of shares, the Warrant Price in effect
immediately prior to such subdivision shall thereby be
proportionately reduced and the number of shares
receivable upon exercise of the Warrant shall thereby be
proportionately increased; and, conversely, if at any
time on or after the date hereof the outstanding number
of shares of Common Stock shall be combined into a
smaller number of shares, the Warrant Price in effect
immediately prior to such combination shall thereby be
proportionately increased and the number of shares
receivable upon exercise of this Warrant shall thereby
be proportionately decreased.
9. CERTIFICATE OF ADJUSTMENT. Whenever the Warrant Price or the
number or type of securities issuable upon exercise of this
Warrant is adjusted, as herein provided, the Company shall
promptly deliver to the record holder of this Warrant a
certificate of an officer of the Company setting forth the
nature of such adjustment and a brief statement of the facts
requiring such adjustment.
10. NO DILUTION OR IMPAIRMENT. The Company covenants that it shall
not, by amendment of its Articles of Incorporation or through
any reorganization, consolidation, merger, transfer of assets,
dissolution, issue or sale of securities or any other voluntary
action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, but shall at all times in good
faith assist in carrying out all those terms and in taking all
actions necessary or appropriate to protect the rights of the
holder of this Warrant against dilution or other
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impairment. Without limiting the generality of the above
provision, the Company will take all necessary or appropriate
action in order that the Company may validly and legally issue
fully paid and nonassessable shares upon the exercise of this
Warrant.
11. TRANSFER OF WARRANT. This Warrant may not be transferred or
assigned without the consent of the Company. The Warrant Stock
may not be transferred or assigned, in whole or in part, by the
holder hereof without compliance with applicable federal and
state securities laws. The rights and obligations of the Company
and the holders of this Warrant shall be binding upon and
benefit the successors, assignors, heirs, administrators and
transferees of the parties. Any transferee hereof agrees to be
bound by the restrictions set forth herein.
12. COMPLIANCE WITH SECURITIES LAWS.
(a) The Holder represents and agrees that this Warrant (and
the Warrant Stock, if the Warrant is exercised), are
purchased only for investment, for the Holder's own
account, and without any present intention to sell or
distribute the Warrant or the Warrant Stock.
(b) The Holder of this Warrant acknowledges and agrees that
this Warrant and the Warrant Stock issuable upon
exercise of the Warrant (the "Securities") have not been
registered under the Securities Act and accordingly will
not be transferable except as permitted under the
various exemptions contained in the Securities Act, or
upon satisfaction of the registration requirements of
the Securities Act. Therefore, the Securities must be
held pursuant to Rule 144 of the Securities Act unless
they are subsequently registered under the Securities
Act or an exemption from such registration is available.
Holder understands that the certificate evidencing the
Securities will be imprinted with a legend which
prohibits the transfer of the Securities unless they are
registered or unless the Company receives an opinion of
counsel reasonably satisfactory to the Company that such
registration is not required. Holder is aware of the
provisions of Rule 144 under the Securities Act. Holder
understands that a stop transfer instruction will be in
effect with respect to transfer of Securities consistent
with the requirements of the securities laws.
13. PIGGYBACK REGISTRATION. The Warrant Stock will, at the request
of the holder, be included in any registration statement filed
by the Company in connection with a public offering of common
stock of the Company, subject to such reasonable limitations on
the resale of the Warrant Stock as may be imposed by any
underwriter engaged by the Company to conduct such public
offering.
14. CONSIDERATION. This Warrant is issued in consideration for the
transfer by Holder of certain antenna technology developed and
owned by her, pursuant to an agreement between Holder and the
Company with respect to the assignment and transfer of such
technology and in accordance with resolutions of the Board of
Directors of the Company duly adopted on June 30, 2000.
15. MISCELLANEOUS. This Warrant shall be governed by the laws of the
State of California. The headings in this Warrant are for
purposes of convenience and reference only, and shall not be
deemed to constitute a part hereof. Neither this Warrant nor any
term hereof may be changed, waived, discharged or terminated
orally but only by an instrument in writing signed by the
Company and the registered holder hereof. All notices and other
communications from the Company to the holder of this Warrant
shall be mailed by first-class registered or certified mail,
postage prepaid, to the address furnished to the Company in
writing by the last holder of this Warrant who shall have
furnished an address to the Company in writing.
ISSUED this 1st day of July, 2000.
TELEGEN CORPORATION
By: /S/ JESSICA L. STEVENS
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Jessica L. Stevens
CEO
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