EXHIBIT 4.1
WARRANT ISSUED TO U.C. LASER LTD.
DATED MAY 3, 2007
WARRANT TO PURCHASE COMMON STOCK
OF
SEAENA, INC.
This Warrant ("Warrant") is issued to U.C. Laser Ltd., a company
organized under the laws of the State of Israel, or its registered assigns
("Holder") by Seaena, Inc., a Nevada corporation (the "Company"), as of May 3,
2007 (the "Warrant Issue Date").
1. PURCHASE SHARES. Subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of this Warrant at
the principal office of the Company (or at such other place as the Company shall
notify the holder hereof in writing), to purchase from the Company up to Six
Hundred Thousand (600,000) fully paid and nonassessable shares of Common Stock
of the Company, as constituted on the Warrant Issue Date (the "Common Stock").
The number of shares of Common Stock issuable pursuant to this Section 1 (the
"Shares") shall be subject to adjustment pursuant to Section 7 hereof.
2. EXERCISE PRICE. The purchase price for the Shares shall be
$0.575 per Share.
3. EXERCISE PERIOD. This Warrant shall be exercisable, in whole
or in part, during the term commencing on the Warrant Issue Date and ending at
5:00 p.m. on December 31, 2010.
4. METHOD OF EXERCISE. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(a) the surrender of the Warrant, together with a duly executed
copy of the form of Notice of Exercise attached hereto, to the
Secretary of the Company at its principal offices; and
(b) the payment to the Company of an amount equal to the aggregate
exercise price for the number of Shares being purchased.
5. CERTIFICATES FOR SHARES. Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number of
Shares so purchased shall be issued as soon as practicable thereafter (with
appropriate restrictive legends, if applicable), and in any event within thirty
(30) days of the delivery of the subscription notice.
6. ISSUANCE OF SHARES. The Company covenants that the Shares,
when issued pursuant to the exercise of this Warrant, will be duly and validly
issued, fully paid and nonassessable and free from all taxes, liens, and charges
with respect to the issuance thereof.
7. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The number
of and kind of securities purchasable upon exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time as follows:
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(a) SUBDIVISIONS, COMBINATIONS AND OTHER ISSUANCES. If the Company
shall at any time prior to the expiration of this Warrant
subdivide its Common Stock, by split-up or otherwise, or
combine its Common Stock, or issue additional shares of its
Common Stock or Common Stock as a dividend with respect to any
shares of its Common Stock, the number of Shares issuable on
the exercise of this Warrant shall forthwith be
proportionately increased in the case of a subdivision or
stock dividend, or proportionately decreased in the case of a
combination. Appropriate adjustments shall also be made to the
purchase price payable per share, but the aggregate purchase
price payable for the total number of Shares purchasable under
this Warrant (as adjusted) shall remain the same. Any
adjustment under this Section 7(a) shall become effective at
the close of business on the date the subdivision or
combination becomes effective, or as of the record date of
such dividend, or in the event that no record date is fixed,
upon the making of such dividend.
(b) RECLASSIFICATION, REORGANIZATION AND CONSOLIDATION. In case
of any reclassification, capital reorganization, or change in
the Common Stock of the Company (other than as a result of a
subdivision, combination, or stock dividend provided for in
Section 7(a) above), then, as a condition of such
reclassification, reorganization, or change, lawful provision
shall be made, and duly executed documents evidencing the same
from the Company or its successor shall be delivered to the
Holder, so that the Holder shall have the right at any time
prior to the expiration of this Warrant to purchase, at a
total price equal to that payable upon the exercise of this
Warrant, the kind and amount of shares of stock and other
securities and property receivable in connection with such
reclassification, reorganization, or change by a holder of the
same number of shares of Common Stock as were purchasable by
the Holder immediately prior to such reclassification,
reorganization, or change. In any such case appropriate
provisions shall be made with respect to the rights and
interest of the Holder so that the provisions hereof shall
thereafter be applicable with respect to any shares of stock
or other securities and property deliverable upon exercise
hereof, and appropriate adjustments shall be made to the
purchase price per share payable hereunder, provided the
aggregate purchase price shall remain the same.
(c) NOTICE OF ADJUSTMENT. When any adjustment is required to be
made in the number or kind of shares purchasable upon exercise
of the Warrant, or in the Warrant Price, the Company shall
promptly notify the holder of such event and of the number of
shares of Common Stock or other securities or property
thereafter purchasable upon exercise of this Warrant.
8. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant, but in lieu of such fractional shares the Company shall make a cash
payment therefor on the basis of the Exercise Price then in effect.
9. NO STOCKHOLDER RIGHTS. Prior to exercise of this Warrant, the
Holder shall not be entitled to any rights of a stockholder with respect to the
Shares, including (without limitation)
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the right to vote such Shares, receive dividends or other distributions thereon,
exercise preemptive rights or be notified of stockholder meetings, and such
holder shall not be entitled to any notice or other communication concerning the
business or affairs of the Company. However, nothing in this Section 9 shall
limit the right of the Holder to be provided the Notices required under this
Warrant.
10. TRANSFERS OF WARRANT. Subject to compliance with applicable
federal and state securities laws, this Warrant and all rights hereunder are
transferable in whole or in part by the Holder to any person or entity upon
written notice to the Company. The transfer shall be recorded on the books of
the Company upon the surrender of this Warrant, properly endorsed, to the
Company at its principal offices, and the payment to the Company of all transfer
taxes and other governmental charges imposed on such transfer. In the event of a
partial transfer, the Company shall issue to the holders one or more appropriate
new warrants.
11. SUCCESSORS AND ASSIGNS. The terms and provisions of this
Warrant and the Purchase Agreement shall inure to the benefit of, and be binding
upon, the Company and the Holders hereof and their respective successors and
assigns.
12. AMENDMENTS AND WAIVERS. Any term of this Warrant may be
amended and the observance of any term of this Warrant may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Holder.
13. ASSUMPTION OF WARRANT. If at any time, while this Warrant, or
any portion thereof, is outstanding and unexpired there shall be (i) an
acquisition of the Company by another entity by means of a merger,
consolidation, or other transaction or series of related transactions resulting
in the exchange of the outstanding shares of the Company's Capital Stock such
that stockholders of the Company prior to such transaction own, directly or
indirectly, less than 50% of the voting power of the surviving entity, or (ii) a
sale or transfer of all or substantially all of the Company's assets to any
other person, then, as a part of such acquisition, sale or transfer, lawful
provision shall be made so that the Holder shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
acquisition, sale or transfer which a holder of the shares deliverable upon
exercise of this Warrant would have been entitled to receive in such
acquisition, sale or transfer if this Warrant had been exercised immediately
before such acquisition, sale or transfer, all subject to further adjustment as
provided in this Section ; and, in any such case, appropriate adjustment (as
determined by the Company's Board of Directors) shall be made in the application
of the provisions herein set forth with respect to the rights and interests
thereafter of the Holder to the end that the provisions set forth herein
(including provisions with respect to changes in and other adjustments of the
number of Warrant Shares of the Holder is entitled to purchase) shall thereafter
be applicable, as nearly as possible, in relation to any shares of Common Stock
or other securities or other property thereafter deliverable upon the exercise
of this Warrant. When any adjustment is required to be made in the number or
kind of shares purchasable upon exercise of the Warrant, or in the Warrant
Price, the Company shall promptly notify the holder of such event and of the
number of shares of Common Stock or other securities or property thereafter
purchasable upon exercise of this Warrant.
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14. NOTICES. All notices required under this Warrant and shall be
deemed to have been given or made for all purposes (i) upon personal delivery,
(ii) upon confirmation receipt that the communication was successfully sent to
the applicable number if sent by facsimile; (iii) one day after being sent, when
sent by professional overnight courier service, or (iv) five days after posting
when sent by registered or certified mail. Notices to the Company shall be sent
to the principal office of the Company (or at such other place as the Company
shall notify the Holder hereof in writing). Notices to the Holder shall be sent
to the address of the Holder on the books of the Company (or at such other place
as the Holder shall notify the Company hereof in writing).
15. ATTORNEYS' FEES. If any action of law or equity is necessary
to enforce or interpret the terms of this Warrant, the prevailing party shall be
entitled to its reasonable attorneys' fees, costs and disbursements in addition
to any other relief to which it may be entitled.
16. CAPTIONS. The section and subsection headings of this Warrant
are inserted for convenience only and shall not constitute a part of this
Warrant in construing or interpreting any provision hereof.
17. GOVERNING LAW. This Warrant shall be governed by the laws of
the State of Nevada as applied to agreements among residents made and to be
performed entirely within the State of Nevada.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by an officer thereunto duly authorized.
Seaena, Inc.
By: /s/ DOUG LEE
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Doug Lee, President
By: /s/ PATTY HILL
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Patty Hill, Secretary
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NOTICE OF EXERCISE
To: [CORPORATION NAME]
The undersigned hereby elects to purchase _______________ shares of
Common Stock of ____________, pursuant to the terms of the attached Warrant and
payment of the Exercise Price per share required under such Warrant accompanies
this notice. The undersigned hereby represents and warrants that the undersigned
is acquiring such shares for his own account for investment purposes only, and
not for resale or with a view to distribution of such shares or any part
thereof.
WARRANT HOLDER:
U.C. Laser Ltd., a company organized under
the laws of the State of Israel
By:
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Address:
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Date:
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Name in which shares should be registered:
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