Exhibit 4.5
NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE PURCHASED PURSUANT TO THIS
WARRANT HAVE BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
OF ANY STATE. THIS WARRANT AND THE SECURITIES THAT MAY BE PURCHASED PURSUANT TO
THIS WARRANT ARE BEING OFFERED AND SOLD IN RELIANCE UPON CERTAIN EXEMPTIONS
AFFORDED BY SUCH ACTS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Warrant No. C-[#]
TANISYS TECHNOLOGY, INC.
CLASS C STOCK PURCHASE WARRANT
THIS IS TO CERTIFY THAT [NAME], or his/its registered assigns, is entitled
to purchase at any time or from time to time after the date hereof until 5:00
p.m., Austin time, on December 20, 1996, [NUMBER] Units at a Purchase Price of
$1.70 per Unit and until 5:00 p.m., Austin time, on December 20, 1997 at a
Purchase Price of $1.95 per Unit. On the date hereof, each Unit is equal to one
share of Common Stock, no par value, of Tanisys Technology, Inc., a Wyoming
corporation (the "Company"), subject to adjustment pursuant to Section 6 of the
Warrant Agreement (defined below). This Warrant is issued pursuant to a Warrant
Agreement, dated as of January 16, 1996, with an effective date of December 20,
1995 (the "Warrant Agreement"), between the Company and certain subscribers, and
all rights of the holder of this Warrant are subject to the terms and provisions
of the Warrant Agreement, copies of which are available for inspection at the
offices of the Company.
TRANSFER OF THIS WARRANT IS RESTRICTED AS PROVIDED IN THE WARRANT
AGREEMENT. Subject to the provisions and restrictions of the Vancouver Stock
Exchange, the Securities Act of 1933 and the Warrant Agreement, this Warrant and
all rights hereunder are transferable at the principal executive offices of the
Company, by the holder hereof in person or by his or its duly authorized
attorney, upon surrender of this Warrant, together with the Assignment hereof
duly endorsed. Until transfer hereof on the books of the Company, the Company
may treat the registered holder as the owner hereof for all purposes.
THE WARRANTS REPRESENTED BY THIS WARRANT CERTIFICATE AND ANY SHARES
ACQUIRED UPON THE EXERCISE THEREOF ARE SUBJECT TO A HOLD PERIOD AND MAY NOT BE
TRADED IN BRITISH COLUMBIA UNTIL THE EXPIRY OF THE HOLD PERIOD EXCEPT AS
PERMITTED BY THE SECURITIES ACT (BRITISH COLUMBIA) AND REGULATIONS MADE UNDER
THE ACT. FOR CANADIAN RESIDENTS, THE HOLD PERIOD EXPIRES ON JANUARY 16, 1997;
HOWEVER, PURSUANT TO THE POLICIES OF THE VANCOUVER STOCK EXCHANGE, THE WARRANTS,
IF EXERCISABLE FOR A PERIOD OF MORE THAN
ONE YEAR, REMAIN NON-TRANSFERABLE FOR THE BALANCE OF THE EXERCISE PERIOD.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed and
its corporate seal to be hereunto affixed in Austin, Texas by its proper
corporate officers thereunto duly authorized on this the _____ day of _________,
1996, with an effective date of __________, 199__.
TANISYS TECHNOLOGY, INC.
By:
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Mark C. Holliday
Chairman and President
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FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To Tanisys Technology, Inc.:
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ___________* Units to purchase Underlying Securities of
Tanisys Technology, Inc. and herewith makes payment of $____________ therefor,
and requests that the certificate or certificates for such shares be issued in
the name of and delivered to the undersigned.
Dated:______________, 199__
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(Signature must conform in all respects to
name of holder as specified on the face of
the within Warrant)
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(Address)
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*Insert here the number of Units called for on the face of the Warrant, without
making any adjustment for additional Common Stock, Preferred Stock or any other
stock or other securities or property or cash which, pursuant to the adjustment
provisions of the Warrant Agreement pursuant to which the Warrant was granted,
may be deliverable upon exercise.
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FORM OF ASSIGNMENT
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns and transfers
unto ______________________ the right represented by the within Warrant to
purchase ____________ Units of Underlying Securities of Tanisys Technology, Inc.
to which the within Warrant relates, and appoints _______________________
Attorney to transfer such right on the books of Tanisys Technology, Inc. with
full power of substitution in the premises.
The undersigned represents and warrants that the transfer of the within
Warrant is permitted by the terms of the Warrant Agreement pursuant to which the
within Warrant has been issued, and the Assignee hereof, by his acceptance of
this Assignment, represents and warrants that he is familiar with the terms of
said Warrant Agreement and agrees to be bound by the terms thereof with the same
force and effect as if a signatory thereto. Acceptance of the Warrant by
Assignee shall constitute acceptance of those terms and conditions.
Dated:_________________, 199__
Signed in the presence of: Assignor:
- - ------------------------------ --------------------------------------------
(Signature must conform in all respects to
name of holder as specified on the face of
the within Warrant)
Assignee:
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Address of Assignee:
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Tax ID No.:
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