Exhibit 10.44
THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND ITS SALE HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1993. NEITHER THIS WARRANT NOR THE
SECURITIES ISSUABLE UPON THE EXERCISE HEREOF NOR ANY INTEREST THEREIN MAY BE
OFFERED, SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
EXEMPTION THEREFROM.
Warrant No._______ Void after May 31, 1998
STOCK PURCHASE PURCHASE WARRANT
(Initially to Purchase __________ Shares of Common Stock)
This Stock Purchase Warrant ("Warrant") is issued, for good and valuable
consideration, receipt of which is hereby acknowledged, to ___________________
______________________________________________________________________________
by ImageWare Software, Inc., a California corporation (the "Company").
1. PURCHASE OF SHARES; PURCHASE PRICE. Subject to the terms and
conditions hereinafter set forth, the holder of this Warrant is entitled,
upon surrender of this Warrant at the office of the Company at 15373
Innovation Drive, San Diego, California 92128 (or at such other place as the
Company shall notify the holder hereof in writing), to purchase from the
Company ____________ shares of Common Stock of the Company at a purchase
price of $4.00 per share. The shares of Common stock of the Company issuable
upon exercise of this Warrant are hereinafter referred to as the "Shares."
2. EXERCISE PERIOD. This Warrant is exercisable at any time from the
date hereof until 5 o'clock P.M., San Diego, California time on May 31, 1998,
at which time this Warrant shall expire.
3. METHOD OF EXERCISE. During the period this Warrant remains
outstanding and exercisable in accordance with Section 2 above, the holder
may exercise this Warrant, in whole or in part, by:
(a) surrendering this Warrant, together with a duly executed copy
of the form of Subscription attached hereto, to the Secretary of the Company
at its principal offices; and
(b) paying to the Company an amount equal to the aggregate Exercise
Price of the number of Shares being purchased.
4. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES. The number of
Shares purchasable upon exercise of this Warrant and the Exercise Price shall
be subject to adjustment from time to time only as follows:
(a) The Exercise Price of this Warrant and the number of Shares
issuable upon exercise of this Warrant shall be appropriately adjusted to
reflect any stock dividend, stock split, combination of shares of stock,
reclassification, recapitalization or other similar event affecting the
number of outstanding shares of Common Stock, as follows:
(i) The Exercise Price in effect at the time of such event
shall be adjusted so that it shall equal the price determined by multiplying
the Exercise Price by a fraction, the denominator of which shall be the
number of shares of Common Stock outstanding immediately after giving effect
to such event, and of which the numerator shall be the number of shares of
Common Stock outstanding immediately prior to such event. Such adjustment
shall be made successively whenever any event specified above shall occur.
(ii) Whenever the Exercise Price payable upon exercise of this
Warrant is adjusted pursuant to subparagraph (i) above, the number of Shares
purchasable upon exercise of this Warrant shall simultaneously be adjusted by
multiplying the number of Shares initially issuable upon exercise of this
Warrant by the initial Exercise Price in effect on the date hereof and
dividing the product so obtained by the Exercise Price, as adjusted.
(b) In case the Company shall make or issue, or shall fix a record
date for the determination of eligible holders entitled to receive, a
dividend or other distribution with respect to the shares payable in (i)
securities of the Company (other than Shares of Common Stock) or (ii) assets
(excluding cash dividends paid or payable solely out of retained earnings),
then in each case, the holder of this Warrant on exercise hereof at any time
after the consummation, effective date or record date of such event, shall
receive, in addition to the Shares issuable on such exercise prior to such
date, the securities or other assets of the Company to which such holder
would have been entitled upon such date if such holder had exercised this
Warrant immediately prior thereto (all subject to further adjustment as
provided in this Warrant).
(c) In case of any merger of the Company with or into any other
corporation, entity or person, or any other corporate reorganization, in
which the Company shall not be the continuing or surviving entity of such
reorganization or merger, or any sale of all or substantially all of the
assets of the Company (any such transaction being hereinafter referred to as
a "Reorganization"), then, in each case, (i) the holder of this Warrant shall
be provided with written notice of the proposed Reorganization at least
thirty (30) days prior to the proposed Reorganization date, and (ii) the
holder of this Warrant, on exercise hereof at any time after the consummation
or effective date of such Reorganization (the "Effective Date"), shall
receive, in lieu of the Shares issuable on such exercise prior to the
Effective Date, the stock and other securities and property (including cash)
to which such Holder would have been entitled upon the Effective Date if such
Holder had exercised this Warrant immediately prior thereto (all subject to
further adjustment as provided in this Warrant).
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(d) In case of any adjustment or readjustment in the price or kind
of securities issuable on the exercise of this Warrant, the Company will
promptly give written notice thereof to the holder of this Warrant in the
form of a certificate, certified and confirmed by the Board of Directors of
the Company, setting forth such adjustment or readjustment and showing in
reasonable detail the computation of such adjustment.
5. REDEMPTION. The Company may redeem this Warrant at any time after
the Company's Common Stock has become publicly traded, at a redemption price
of $.05 per each share of the Company's Common Stock which is issuable upon
exercise of this Warrant, by mailing written notice of such redemption and
the effective date thereof (the "Redemption Date") to the holder of this
Warrant at the address for such holder as reflected on the books of the
Company, at least 30 days prior to the Redemption Date, in the event that the
average of the closing bid price for the Company's Common Stock in the
over-the-counter market or on any stock exchange for any 20 consecutive
trading days equals or exceeds $8.00 per share as reported by any reputable
and recognized reporting service. Unless this Warrant is exercised, it shall
terminate on the Redemption Date, and upon presentation hereof at the offices
of the Company, the holder hereof shall receive the redemption price payable
by check issued by the Company.
6. DILUTION OR IMPAIRMENT. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, 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 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 this Warrant against dilution or other impairment. Without limiting the
generality of the foregoing, the Company (a) will at all times reserve and
keep available a number of its authorized Shares of Common Stock, free from
all preemptive rights therein, which will be sufficient to permit the
exercise of this Warrant and (b) shall take all such action as may be
necessary or appropriate in order that all Shares as may be issued pursuant
to the exercise of this Warrant will, upon issuance, be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof.
7. PRE-EXERCISE RIGHTS. Prior to exercise of this Warrant, the holder
shall not be entitled to any rights of a shareholder with respect to the
Shares, including (without limitation) the right to vote such Shares, receive
dividends or other distributions thereon, exercise preemptive rights or be
notified of shareholder meetings, and such holder shall not be entitled to
any notice or other communication concerning the business or affairs of the
Company, except as set forth herein.
8. RESTRICTED SECURITIES. The holder understands that this Warrant
and the Shares purchasable hereunder constitute "restricted securities" under
the federal securities laws inasmuch as they have been, or will be, acquired
from the Company in transactions not involving a public offering and
accordingly may not, under such laws and applicable regulations, be resold or
transferred without registration under the Securities Act of 1933, as
amended, or an applicable exemption from registration. The holder further
acknowledges that the Shares and any other
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securities issued upon exercise of this Warrant shall bear a legend
substantially in the form of the legend appearing on the face hereof.
9. CERTIFICATION OF INVESTMENT PURPOSE. Unless a current registration
statement under the Securities Act of 1933, as amended (the "Act"), shall be
in effect with respect to the offer and sale of the securities to be issued
upon exercise of this Warrant, the holder of this Warrant covenants and
agrees that, at the time of exercise hereof, such holder will deliver to the
Company a written certification that the securities acquired by the holder
upon exercise hereof are for the account of the holder, are being acquired
for investment purposes only and are not being acquired with a view to, or
for sale in connection with, any public distribution thereof.
10. RESTRICTIONS ON TRANSFER; REGISTRATION RIGHTS.
(a) The Holder agrees that prior to making any disposition of
the Warrants or the Shares, the Holder shall give written notice to the
Company describing briefly the manner in which any such proposed disposition
is to be made; and no such disposition shall be made if the Company has
notified the Holder that in the opinion of its counsel, a registration
statement or other notification or post-effective amendment thereto
(hereinafter collectively a "Registration Statement") under the Act is
required with respect to such disposition and no such Registration Statement
has been filed by the Company with, and declared effective, if necessary, by,
the Securities and Exchange Commission (the "Commission").
(b) (i) At any time commencing six months after the closing of
the Company's initial public offering of its securities and prior to May 31,
2000, the Company will, as promptly as practicable (but in any event within
60 days), after written request by a person or persons holding (or having the
right to acquire by virtue of holding the Warrants) at least 50% of the
Shares which have been (or may be) issued upon exercise of the Warrants,
prepare and file at such Holders' expense a Registration Statement with the
Commission and appropriate Blue Sky authorities sufficient to permit the
public offering of the Shares (but not Warrants) and will use its best
efforts, at such Holders' expense, through its officer, directors, auditors
and counsel, in all matters necessary or advisable, to cause such
Registration Statement to become effective as promptly as practicable and to
keep such registration effective for a period of the lesser of 90 days or the
date of completion of the distribution described in the Registration
Statement; provided, however, that the Company shall only be obligated to
file one such Registration Statement under this Section 11(b)(i).
(ii) Whenever during the period ending on May 31, 2000, the
Company proposes to file with the Commission a Registration Statement (other
than as to securities issued pursuant to an employee benefit plan or as to a
transaction subject to Rule 145 promulgated under the Act or which a form S-4
Registration Statement could be used), it shall, promptly prior to each such
filing, give written notice of such proposed filing to the Holder and each
holder of Shares at their respective addresses as they appear on the records
of the Company, and shall offer to include and shall include in such filing
any proposed disposition of the Shares (but not the Warrants) upon receipt by
the Company, within 20 days after such written notice is given, of a request
therefor setting forth the facts with respect to such proposed disposition
and
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all other information with respect to such person reasonably necessary to be
included in such Registration Statement. If the registration for which the
Company gives notice is for a registered public offering involving an
underwriting, the Company shall so advise as part of the written notice given
pursuant to this Section. In such event, the right of any Holder or holder of
Shares to registration pursuant to Section 11(b)(i) shall be conditioned upon
such holder's participation in such underwriting, and the inclusion of Shares
in the underwriting shall be limited to the extent provided herein. All
holders proposing to distribute their Shares through such underwriting shall
(together with the Company and the other holders distributing their Shares
through such underwriting) enter into an underwriting agreement in customary
form with the managing underwriter selected for such underwriting by the
Company. Notwithstanding any other provision of this Section, if the managing
underwriter determines that marketing factors require a limitation of the
number of shares to be underwritten, such underwriter may limit the amount of
securities to be included in the registration and underwriting by the holders
of Company securities exercising "piggyback" registration rights (including
the Holder and each holder of Warrants and Shares). The Company shall so
advise all such holders, and the number of shares of such securities that may
be included in the registration and underwriting shall be allocated among all
of such holders, in proportion, as nearly as practicable, to the respective
amounts of securities requested to be included in such registration held by
such holders at the time of filing the registration statement, no security
holder other than one exercising a demand registration right shall have
superior rights with respect to inclusion in a registration than those of the
Holder and each holder of Warrants and Shares and if any party is granted
such superior rights hereafter the Holder and each holder of Warrants and
Shares shall be deemed to be automatically granted similar rights. The
Company shall advise all such holders of any such limitations and of the
number of securities that may be included in the Registration Statement. Any
securities excluded or withdrawn from such underwriting shall not be
transferred prior to one hundred twenty (120) days after the effective date
of the registration statement relating thereto, or such shorter period of
time as the underwriters may require.
(iii) In the event that any such Registration Statement is utilized
for a public offering of any of the Shares to be received upon exercise of
the Warrants pursuant to this Section 10, the Holder may elect to pay the
Exercise Price of the Warrants to the Company out of the proceeds of the sale
of the Shares pursuant to the Registration Statement concurrently with the
closing of such sale of the Shares; provided that if such sale is not closed
within 90 days of the effective date of such Registration Statement, then the
Holder shall be obligated to pay the Exercise Price of the Warrants to the
Company on such 90th day.
(c) All fees, disbursements and out-of-pocket expenses (other than the
Holder's brokerage fees and commissions and legal fees of counsel to the
Holder, if any) in connection with the filing of any Registration statement
under Section 10(b) (or obtaining the opinion of counsel and any no-action
position of the Commission with respect to sales under Rule 144) and in
complying with applicable securities and Blue Sky laws shall be borne by the
Company. The Company at its expense will supply any Holder and any holder of
Shares with copies of such Registration Statement and the prospectus included
therein and other related documents any opinions and no-action letters in
such quantities as may be reasonably requested by the Holder or holder of
Shares.
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(d) The Company shall not be required by this Section 10 to file such
Registration Statement if, in the opinion of counsel for the Holders and
holders of Shares and the Company (or, should they not agree, in the opinion
of another counsel experienced in securities law matters acceptable to counsel
for such holders and the Company), the proposed transfer as to which such
Registration Statement is requested is exempt from applicable federal and
state securities laws under Rule 144 under the Act.
(e) The provisions of this Section 10 and Section 11 hereof shall apply
to the extent as provided herein if the Company chooses to file an Offering
Statement under Regulation A promulgated under the Act.
(f) The Company agrees that until all Shares have been sold under a
Registration Statement or pursuant to Rule 144 under the Act, it will use its
best efforts to keep current in filing all materials required to be filed
with the Commission in order to permit the holders of such securities to sell
the same under Rule 144.
(g) The Company shall be entitled, for a reasonable period of time which
in no event shall exceed 60 days (i) to postpone the filing of a Registration
Statement or any amendment or supplement thereto or to the prospectus
relating thereto otherwise required, or (ii) to suspend effectiveness of the
Registration Statement, if the Company (a) determines, in its reasonable
judgment, that the registration or sale of the Shares would materially
interfere with any pending or proposed financing, acquisition, corporate
reorganization or other material transaction involving the Company or any of
its subsidiaries, and (b) promptly gives those persons exercising their
registration right hereunder written notice of such determination.
(h) The Company may require those persons exercising their registration
right hereunder to furnish to the Company such information regarding the
distribution of such Shares as the Company may from time to time request in
writing and such other information as may be legally required in connection
with such registration.
(i) At any time when a prospectus relating to a sale of the Shares is
required to be delivered under the Act, there occurs an event requiring the
preparation of a supplement or amendment to such prospectus so that, as
thereafter delivered to the purchasers of the Shares, such prospectus will
not contain an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the
statements therein not misleading, the Company will promptly make available
to any Holder any such supplement of amendment. Each Holder agrees that, upon
receipt of any notice from the Company of the happening of any event of the
kind described in the preceding sentence hereof, such Holder will forthwith
discontinue disposition of Shares pursuant to the Registration Statement
covering such Shares until the Holder's receipt of the copies of the
supplemented or amended prospectus, and, if so directed by the Company, the
Holder will deliver to the Company all copies, other than permanent file
copies then in the Holder's possession, of the prospectus covering such
Shares current at the time of receipt of such notice. If such amendments or
supplements are not made by the Company within ten (10) days of such notice
by the Company or if in the opinion of counsel to the Holders such amendments
or supplements to the prospectus, if made, are insufficient in
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light of the requirements of the Act and other applicable law, the Holders
shall not be deemed to have exercised their demand registration rights
pursuant to Section 10(b)(i) herein.
11. INDEMNIFICATION.
(a) In the event of the filing of any Registration Statement with
respect to the Shares pursuant to Section 10 hereof, the Company agrees to
indemnify and hold harmless the Holder or any holder of Shares and each
person, if any, who controls the Holder or any holder of Shares within the
meaning of the Act, against any losses, claims, damages or liabilities, joint
or several (which shall, for all purposes of this Agreement, include, but not
be limited to, all costs of defense and investigation and all attorneys'
fees), to which the Holder or any holder of Shares or controlling person may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of any material
fact contained in any such Registration Statement or Prospectus included
therein, or amendment or supplement thereto, or arise out of or are based
upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the Company will not be liable in any
such case to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in such Registration Statement or
Prospectus or amendment or supplement thereto in reliance upon, and in
conformity with, written information furnished to the Company by such Holder,
the holder of such Shares or the underwriters of such offering specifically
for use in the preparation thereof. This indemnity will be in addition to any
liability which the Company may otherwise have.
(b) The Holders and the holders of Shares agree that they will
indemnify and hold harmless the Company, each other person referred to in
subparts (1), (2) and (3) of Section 10(a) of the Act in respect of the
Registration Statement and each person, if any, who controls the Company
within the meaning of the Act, against any losses, claims, damages or
liabilities (which shall, for all purposes of this Agreement, include but not
be limited to, all costs of defense and investigation and all attorneys'
fees) to which the Company or any such director, officer or controlling
person may become subject under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect hereof) arise out of or
are based upon any untrue statement of any material fact contained in such
Registration Statement or Prospectus included therein, or amendment or
supplement thereto, or arise out of or are based upon the omission or the
alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, but in
each case only to the extent that such untrue statement or alleged untrue
statement or omission or alleged omission was made in such Registration
Statement or Prospectus included therein, or amendment or supplement thereto
in reliance upon, and in conformity with, written information furnished to
the Company by the Holder or holder of Shares specifically for use in the
preparation thereof. This indemnity agreement will be in addition to any
liability which the Holder or holder of Shares may otherwise have.
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(c) Promptly after receipt by any indemnified party under this
Section 11 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 11, notify the indemnifying party of
the commencement thereof; but the omission so to notify the indemnifying
party will not relieve the indemnifying party from any liability which it may
have to any indemnified party otherwise than as to the particular item as to
which indemnification is then being sought solely pursuant to this Section
11. In case any such action is brought against any indemnified party, and it
notifies the indemnifying party of the commencement thereof, the indemnifying
party will be entitled to participate in, and, to the extent that it may
wish, jointly with any other indemnifying party similarly notified,
reasonably assume the defense thereof, subject to the provisions herein
stated, and after notice from the indemnifying party to such indemnified
party of its election so to assume the defense thereof, the indemnifying
party will not be liable to such indemnified party under this Section 11 for
any legal or other expenses subsequently incurred by such indemnified party
in connection with the defense thereof, other than reasonable costs of
investigation, unless the indemnifying party shall not pursue the action to
its final conclusion. The indemnified party shall have the right to employ
separate counsel in any such action and to participate in the defense
thereof, but the fees and expenses of such counsel shall not be at the
expense of the indemnifying party if the indemnifying party has assumed the
defense of the action with counsel reasonably satisfactory to the indemnified
party; provided that if the indemnified party is a Holder or a holder of
Shares or a person who controls a Holder or a holder of Shares within the
meaning of the Act, the fees and expenses of such counsel shall be at the
expense of the indemnifying party if (i) the employment of such counsel has
been specifically authorized in writing by the indemnifying party or (ii) the
named parties to any such action, including any impleaded parties, include
both a Holder or a holder of Shares or such controlling person and the
indemnifying party and a Holder or a holder of Shares or such controlling
person shall have been advised by such counsel that there may be one or more
legal defenses available to a Holder or a holder of Shares or controlling
person which are not available to or in conflict with any legal defenses
which may be available to the indemnifying party (in which case the
indemnifying party shall not have the right to assume the defense of such
action on behalf of a Holder or a holder of Shares or such controlling
person, it being understood, however, that the indemnifying party shall not
have the right to assume the defense of such action on behalf of a Holder or
a holder of Shares or controlling person, it being understood, however, that
the indemnifying party shall not, in connection with any one such action or
separate but substantially similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys for the Holders, the holders of the Shares and controlling persons,
which firm shall be designated in writing by a majority in interest of such
holders and controlling persons based upon the value of the securities
included in the Registration Statement). No settlement of any action against
an indemnified party shall be made without the consent of the indemnified and
the indemnifying parties, which shall not be unreasonably withheld in light
of all factors of importance to such parties.
12. CONTRIBUTION. In order to provide for just and equitable
contribution under the Act in any case in which (a) a Holder or any holder of
the Shares or controlling person makes a claim for indemnification pursuant
to Section 11 hereof, but it is judicially determined (by the entry of a
final judgment or decree by a court of competent jurisdiction and the
expiration of time to appeal or the denial of the last right of appeal) that
such indemnification may not be enforced
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in such case notwithstanding the fact that the express provisions of Section
11 hereof provide for indemnification in such case, or (b) contribution under
the Act may be required on the part of any Holder or any holder of the Shares
or controlling person, then the Company and any Holder or any such holder of
the Shares or controlling person shall contribute to the aggregate losses,
claims, damages or liabilities to which they may be subject (which shall, for
all purposes of this Warrant, include, but not be limited to, all costs of
defense and investigation and all attorneys' fees), in either such case
(after contribution from others) on the basis of (c) the relative benefits
received by the Company on the one hand and the Holder or holder of the
Shares, as the case may be, on the other, or (d) if the allocation provided
by clause (c) is not permitted by applicable law, on the basis of relative
fault as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged ommision to state a material fact relates to information supplied by
the Company on the one hand or a Holder or holder of Shares or controlling
person on the other and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and such holders of such securities and such controlling persons
agree that it would not be just and equitable if contribution pursuant to
this Section 12 were determined by pro rata allocation or by any other method
which does not take account of the equitable considerations referred to in
this Section 12. The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this Section 12 shall be deemed to include any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim. No
person guilty of fraudulent misrepresentation (within the meaning of Section
10(f) of the Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.
13. LOST, STOLEN, MUTILATED OR DESTROYED WARRANT. If this Warrant is lost,
stolen, mutilated or destroyed, the Company shall, upon receipt of a
reasonable agreement to indemnify the Company, and, in the case of a
mutilated warrant, upon the surrender thereof, issue in the name requested a
new warrant of like denomination and tenor as the Warrant so lost, stolen,
mutilated or destroyed.
14. SUCCESSORS AND ASSIGNS. The terms and provisions of this Warrant shall
inure to the benefit of, and by binding upon, the Company and the holders
hereof and their respective successors and permitted assigns.
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15. GOVERNING LAW. This Warrant shall be governed by and construed in
accordance with the substantive laws of the State of California without
regard to principles of conflicts of laws.
IMAGEWARE SOFTWARE, INC.
BY:
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S. James Miller, Jr., President
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SUBSCRIPTION
ImageWare Software, Inc.
Attention: Corporate Secretary
The undersigned hereby elects to purchase pursuant to the provisions of
this Common Stock Purchase Warrant issued by ImageWare Software, Inc. and
held by the undersigned, ___________ shares of Common Stock of ImageWare
SoftWare, Inc.
Payment of the purchase price per Share required under such Warrant
accompanies this Subscription.
The undersigned hereby represents and warrants that the undersigned is
acquiring such shares for its own account, for investment purposes only and
not for resale or with a view to distribution of such Shares or any part
thereof.
Date:
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Signature:
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Address:
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Name in which Shares should be registered:
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