Exhibit 4.2 First Common Stock Purchase Warrant between View Systems, Inc. and
Rubin Investment Group, dated February 18, 2000
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). THESE SECURITIES HAVE BEEN
ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY
NOT BE MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACT,
OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT
REQUIRED UNDER SUCH ACT.
Right to Purchase up to 1,500,000
Shares of Common Stock of View
Systems, Inc.
No.___
VIEW SYSTEMS, INC.
First Common Stock Purchase Warrant
VIEW SYSTEMS, INC., a Florida corporation (the "Company") hereby
certifies that, for value received, RUBIN INVESTMENT GROUP, (the "Holder") or
his successors or registered assigns, is entitled to purchase up to 1,500,000
shares of common stock, par value $.001 per share (the "Common Stock"), of the
Company, at an exercise price of $2.00 per share (the "Purchase Price"),
beginning on the date hereof and (i) with respect to 1,000,000 shares, until the
date occurring five (5) months after the date of this First Purchase Warrant and
(ii) with respect to the remaining 500,000 shares until the date occurring six
(6) months after the date of this First Purchase Warrant, (the "Expiration
Date"), at which time this Warrant shall expire and the Holder shall have no
further rights hereunder.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a) The term "Company" shall include View Systems, Inc. and any
corporation that shall succeed to or assume the obligations of View Systems,
Inc. hereunder.
(b) The term "Public Offering" refers, to an underwritten public
offering of
securities of the Company pursuant to an effective registration statement under
the Securities Act covering the offer and sale of such securities to the public.
(c) The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person (corporate
or otherwise), which stock or other securities the holder of the Warrant at any
time shall be entitled to receive, or shall have received, on the exercise of
the Warrant, in lieu of or in addition to Common Stock, or which at any time
shall be issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities.
EXERCISE OF WARRANT.
EXERCISE. This Warrant may be exercised in full or in part or not at
all by the person listed on the corporate records as the owner of this Warrant
hereof by surrender of this Warrant and the subscription form annexed hereto
(duly executed by such holder), to the Company at its principal office,
accompanied by payment, in cash, or by certified or official bank check payable
to the order of the Company, in the amount obtained by multiplying (a) the
number of shares of Common Stock designated by the holder in the subscription
form by (b) the Purchase Price.
TRUSTEE FOR WARRANT HOLDERS. In the event that a bank or trust
company shall have been appointed as trustee for the holder of the Warrant, such
bank or trust company shall have all the powers and duties of a warrant agent
appointed pursuant to Section 8 and shall accept, in its own name for the
account of the Company or such successor person as may be entitled thereto, all
amounts otherwise payable to the Company or such successor, as the case may be,
on exercise of this Warrant pursuant to this Section 1. The Company shall give
the holder of the Warrant notice of the appointment of any trustee and any
change thereof.
DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable after the exercise of this Warrant, and in any event within three
(3) days thereafter, the Company at its expense (including the payment by it of
any applicable issue or stamp taxes) will cause to be issued in the name of and
delivered to the holder hereof, or as such holder (upon payment by such holder
of any applicable transfer taxes) may direct, a certificate or certificates for
the number of fully paid and non-assessable shares of Common Stock (or Other
Securities) to which such holder shall be entitled on such exercise, in such
denominations as may be requested by such holder. The Company shall not be
required to issue certificates representing fractions of shares of Common Stock
(or Other Securities) upon the exercise of this Warrant, nor shall it be
required to issue script 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
(or Other Securities).
NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, or any other similar voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this
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 due to such event.
4. TRANSFER OF WARRANT. Prior to the Expiration Date and subject to
compliance with applicable laws, this Warrant and all rights hereunder are not
transferable by the holders hereof, in whole or in part, at the principal office
of the Company. Any such transfer shall be made upon Surrender of this Warrant
together with the Assignment Form attached hereto properly executed, endorsed
and guaranteed. Notwithstanding the foregoing, the Company may prohibit the
transfer of this Warrant if such transfer is not in compliance with applicable
laws.
Only the shares that may be obtained upon exercise of the warrants may be
transferred and then only in accordance with applicable securities laws.
5. REGISTER OF WARRANTS. The Company shall maintain, at the
principal office of the Company (or such other office as it may designate by
notice to the holder hereof), a register for the Warrants, in which the Company
shall record the name and address of the person in whose name a Warrant has been
issued.
6. REPLACEMENT OF WARRANTS. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of such Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
7. WARRANT AGENT. The Company may, by written notice to the
registered holder of this Warrant, appoint an agent having an office in New
York, New York, for the purpose of issuing Common Stock (or Other Securities) on
the exercise of the Warrant pursuant to Section 1 and replacing this Warrant
pursuant to Section 6, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.
8. REMEDIES. The Company stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
9. CLOSING OF BOOKS. The Company will at no time close its transfer
books against the transfer of any Warrant or of any shares of Common Stock (or
Other Securities) issued or issuable upon the exercise of any Warrant in any
manner which interferes with the timely exercise of this Warrant.
10. NO RIGHTS OR LIABILITIES AS A STOCKHOLDER. This Warrant shall
not entitle the holder hereof to any voting rights or other rights as a
stockholder of the Company. No provision of this Warrant, in the absence of
affirmative action by the holder hereof to purchase Common Stock (or Other
Securities), and no mere enumeration herein of the rights or privileges of the
holder hereof, shall give rise to any liability of such holder for the Purchase
Price or as a stockholder of the Company, whether such liability is asserted by
the Company or by creditors of the Company. Dividends are not accruing on the
stock underlying the warrants prior to the time that the Warrant is exercised
and the underlying stock is issued.
11. ANTI DILUTION ADJUSTMENTS. In the event the Company (i) shall
pay a stock dividend in shares of Common Stock, (ii) shall subdivide its
outstanding shares of Common Stock, (iii) shall combine its outstanding shares
of Common Stock into a smaller number of shares or (iv) shall issue by
reclassification of its shares of Common Stock any shares of capital stock of
the Company, then additional shares of Common Stock shall be issued (upon
exercise of the Warrant) to the Holder such that the number of shares subject to
this Warrant immediately after such action shall bear the same relation to the
total number of shares outstanding immediately
after such action as the number of shares subject to this Warrant immediately
prior to such action bore to the total number of shares outstanding immediately
prior to such action. An adjustment made pursuant to this Section 12 shall
become effective retroactively immediately after the record date in the case of
a dividend or distribution of Common Stock and shall become effective
immediately after the effective date in the case of a subdivision, combination
or reclassification. This section shall not apply to issues of common stock for
value received by the Company in the form of cash, property or services.
12. RESTRICTION ON EXERCISE. In no event shall the Holder of this
First Purchase Warrant be entitled to exercise the First Purchase Warrant to the
extent such exercise would result in such Holder's beneficially owning more than
five percent (5%) of the outstanding shares of the Corporation's Common Stock.
For these purposes, beneficial ownership shall be defined and calculated in
accordance with Rule 13d-3, promulgated under the Securities Exchange Act of
1934, as amended.
13. NOTICES GENERALLY. All notices and other communications from the
Company to the registered holder of this Warrant shall be mailed by first class
registered or certified mail, postage prepaid, at the address for such holder as
it appears on the books of the Company or its agent.
14. MISCELLANEOUS. This Warrant and any term hereof may not be
changed, waived, discharged or terminated without the prior written consent of
the Company and the Holder. This Warrant shall be construed and enforced in
accordance with and governed by the Business Corporation Act of the State of New
Jersey. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof This Warrant is
being executed as an instrument under seal. The invalidity or unenforceability
of any provision hereof shall in no way affect the validity or enforceability of
any other provision.
IN WITNESS WHEREOF, the undersigned has executed this Warrant on the
18th day of February, 2000.
VIEW SYSTEMS, INC,
[Corporate Seal]
By:
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Name: Gunther Than
Title: Chief Executive
Officer and Chairman
Attest:
By:
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Name:
Title:
FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)
TO VIEW SYSTEMS, INC.
The undersigned, the holder of the within Warrant, hereby
irrevocably elects to exercise this Warrant for, and to purchase thereunder,
__________ shares of Common Stock of VIEW SYSTEMS, INC. and herewith makes
payment of $________ therefor in cash, and requests that the certificates for
such shares be issued in the name of, and delivered to, RUBIN INVESTMENT GROUP,
whose address is c/o Rubin Investment Group, 2121 Avenue of the Stars, Suite
101, Los Angeles, California 90067.
Dated: __________ __, 2000 ______________________________
(Signature must conform to name of holder as
specified on the face of the Warrant)
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(Address)