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EXHIBIT 2.7
THIS WARRANT AND ANY SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), NOR UNDER ANY STATE SECURITIES LAW AND SUCH SECURITIES MAY NOT BE
PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR OTHERWISE TRANSFERRED UNTIL (1) A
REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
APPLICABLE STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL TO THE COMPANY OR COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH
SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED, OR TRANSFERRED WITHOUT
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS.
THE TRANSFER OF THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE HEREOF IS
RESTRICTED AS DESCRIBED HEREIN.
NAM TAI ELECTRONICS, INC.
WARRANT FOR THE PURCHASE OF 300,000 SHARES OF COMMON STOCK,
$0.01 PAR VALUE PER SHARE
No. NS1
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THIS CERTIFIES that, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, National Securities
Corporation (the "Holder"), is entitled to subscribe for and purchase from Nam
Tai Electronics, Inc., a corporation organized under the laws of the British
Virgin Islands (the "Company"), upon the terms and conditions set forth herein,
at any time or from time to time, during the period commencing on October 5,
1998 and expiring at 5:00 p.m. on October 4, 2001 (the "Exercise Period"),
300,000 shares of the Company's common stock, $0.01 par value per share ("the
Common Stock"), at a price (the "Exercise Price") per share of Common Stock
equal to $10.25. As used herein, the term "this Warrant" shall mean and include
this Warrant and any Warrant or Warrants hereafter issued as a consequence of
the exercise or transfer of this Warrant in whole or in part. As used herein,
the term "Holder" shall include any transferee to which this Warrant has been
transferred in accordance with the terms hereof.
The number of shares of Common Stock issuable upon exercise of
the Warrants (the "Warrant Shares") and the Exercise Price may be adjusted from
time to time as hereinafter set forth.
1. Subject to the provisions of Section 2, this Warrant may be exercised during
the Exercise Period, as to the whole or in any lesser number exceeding 25,000
whole Warrant Shares, by transmission by telecopy of the Election to Exercise,
followed within three (3) business days by the surrender of this Warrant (with
the Election to Exercise attached hereto duly executed) to the Company at its
office at c/o 999 West Hastings Street, Suite 1500, Vancouver, B.C., Canada, V6C
2W2, or at such other place as is designated in writing by the Company, together
with a certified or bank cashier's check payable to the order of the Company in
an amount equal to the product of the Exercise Price and the number of Warrant
Shares for which this Warrant is being exercised (the "Aggregate Exercise
Price").
2. Upon each exercise of the Holder's rights to purchase Warrant Shares, the
Holder shall be deemed to be the holder of record of the Warrant Shares issuable
upon such exercise, notwithstanding that the transfer books of the Company shall
then be closed or certificates representing such Warrant Shares shall not then
have been actually delivered to the Holder. Within five (5) business days after
each such exercise of this Warrant and receipt by the Company of this Warrant,
the Election to Exercise and the Aggregate Exercise Price, the Company shall
issue and deliver to the Holder a certificate or certificates for the Warrant
Shares issuable upon such exercise, registered in the name of the Holder or its
designee. If this Warrant should be exercised in part only, the Company shall,
upon surrender of this Warrant for cancellation, execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance of the
Warrant Shares (or portions thereof) subject to purchase hereunder.
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3. Any Warrants issued upon the transfer or exercise in part of this Warrant
shall be numbered and shall be registered in a warrant register (the "Warrant
Register") as they are issued. The Company shall be entitled to treat the
registered holder of any Warrant on the Warrant Register as the owner in fact
thereof for all purposes and shall not be bound to recognize any equitable or
other claim to or interest in such Warrant on the part of any other person, and
shall not be liable for any registration of transfer of Warrants which are
registered or to be registered in the name of a fiduciary or the nominee of a
fiduciary unless made with the actual knowledge of the general counsel of the
Company that a fiduciary or nominee is committing a breach of trust in
requesting such registration of transfer. In all cases of transfer by an
attorney, executor, administrator, guardian, or other legal representative, duly
authenticated evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Warrant or Warrants to
the person entitled thereto. This Warrant may be exchanged, at the option of the
Holder thereof, for another Warrant, or other Warrants of different
denominations, of like tenor and representing in the aggregate the right to
purchase a like number of Warrant Shares (or portions thereof), upon surrender
to the Company or its duly authorized agent. Notwithstanding anything contained
herein to the contrary, the Company shall have no obligation to cause Warrants
to be transferred on its books to any person if, in the opinion of counsel to
the Company, such transfer does not comply with the provisions of the Act and
the rules and regulations thereunder.
4. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all Warrant Shares granted pursuant to
the Warrants, such number of shares of Common Stock as shall, from time to time,
be sufficient therefor. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant, upon receipt by the Company of the full
Exercise Price therefor, shall be validly issued, fully paid, nonassessable, and
free of preemptive rights.
5. The Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as detailed in
Section 5(a) below:
(a) In case the Company shall (i) declare a dividend or make a distribution on
its outstanding shares of Common Stock, in each case, in shares of Common Stock,
(ii) subdivide or reclassify its outstanding shares of Common Stock into a
greater number of shares, or (iii) combine or reclassify its outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price in effect at
the time of the record date for such dividend or distribution or of the
effective date of such subdivision, combination or reclassification 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
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outstanding after giving effect to such action, and the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
action. Such adjustment shall be made successively whenever any event listed
above shall occur.
(b) Upon each adjustment of the Exercise Price pursuant to the provisions of
this Section 5, the number of Warrant Shares issuable upon the exercise at the
adjusted Exercise Price of each Warrant shall be adjusted to the nearest number
of whole shares of Common Stock by multiplying a number equal to the Exercise
Price in effect immediately prior to such adjustment by the number of Warrant
Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product so obtained by the adjusted Exercise Price.
(c) For the purpose of this Warrant, the term "Common Stock" shall mean (i) the
class of stock designated as Common Stock in the Articles of Incorporation of
the Company as amended as of the date hereof, or (ii) any other class of stock
resulting from successive changes or reclassifications of such Common Stock
consisting solely of changes in par value, or from par value to no par value, or
from no par value to par value.
(d) In case of any consolidation of the Company with, or merger of the Company
into, another corporation (other than a consolidation or merger which does not
result in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant agreement providing that the Holder of this
Warrant shall have the right thereafter (until the expiration of such Warrant)
to receive, upon exercise of such Warrant, the kind and amount of shares of
stock and other securities and property receivable upon such consolidation or
merger by a holder of the number of shares of Common Stock for which such
Warrant might have been exercised immediately prior to such consolidation,
merger, sale or transfer. Such supplemental warrant agreement shall provide for
adjustments which shall be identical to the adjustments provided in this Section
5. The above provision of this subsection shall similarly apply to successive
consolidations or mergers.
(e) No adjustment in the number of Warrant Shares shall be required if such
adjustment is less than one share; provided, however, that any adjustments which
by reason of this Section 5(e) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 5 shall be made to the nearest one-thousandth of a share.
(f) In any case in which this Section 5 shall require that an adjustment in the
number of Warrant Shares be made effective as of a record date for a specified
event, the Company may elect to defer, until the occurrence of such event,
issuing to the Holder, if the
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Holder exercised this Warrant after the record date, the Warrant Shares, if any,
issuable upon such exercise over and above the Warrant Shares, if any, issuable
upon such exercise prior to such adjustment; provided, however, that the Company
shall deliver to the Holder a due bill or other appropriate instrument
evidencing the Holder's right to receive such additional Warrant Shares upon the
occurrence of the event requiring such adjustment.
(g) Whenever there shall be an adjustment as provided in this Section 5, the
Company shall promptly cause written notice thereof to be sent by certified
mail, postage prepaid, to the Holder, at its address as it shall appear in the
Warrant Register, which notice shall be accompanied by an officer's certificate
setting forth the number of Warrant Shares issuable upon the exercise of this
Warrant if such Warrant were exercisable on the date of such notice, and setting
forth a brief statement of the facts requiring such adjustment and the
computation thereof, which officer's certificate shall be conclusive evidence of
the correctness of any such adjustment absent manifest error.
6. In case at any time the Company shall propose
(a) to pay any dividend or make any distribution on shares of Common Stock in
shares of Common Stock or make any other distribution (other than regularly
scheduled cash dividends which are not in a greater amount per share than the
most recent such cash dividend) to all holders of Common Stock; or
(b) to issue any rights, warrants, or other securities to all holders of Common
Stock entitling them to purchase any additional shares of Common Stock or any
other rights, warrants, or other securities; or
(c) to effect any reclassification or change of outstanding shares of Common
Stock, or any consolidation or merger, described in Section 5; or
(d) to effect any liquidation, dissolution, or windingup of the Company, then,
and in any one or more of such cases, the Company shall give written notice
thereof, by facsimile, registered mail, or postage prepaid, to the Holder at the
Holder's address as it shall appear in the Warrant Register, mailed at least 15
days prior to (i) the date as of which the holders of record of shares of Common
Stock to be entitled to receive any such dividend, distribution, rights,
warrants, or other securities are to be determined, or (ii) the date on which
any such reclassification, change of outstanding shares of Common Stock,
consolidation, merger, liquidation, dissolution, or windingup is expected to
become effective, and the date as of which it is expected that holders of record
of shares of Common Stock shall be entitled to exchange their shares for
securities or other property, if any, deliverable upon such
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reclassification, change of outstanding shares, consolidation, merger, sale,
lease, conveyance of property, liquidation, dissolution, or windingup.
7. The issuance of any shares or other securities upon the exercise of this
Warrant, and the delivery of certificates or other instruments representing such
shares or other securities, shall be made without charge to the Holder for any
tax or other charge in respect of such issuance, other than applicable transfer
taxes. The Company shall not, however, be required to pay any tax which may be
payable in respect of any transfer involved in the issue and delivery of any
certificate in a name other than that of the Holder and the Company shall not be
required to issue or deliver any such certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.
8.1(a) If, at any time during the Exercise Period, the Company proposes to
register any of its Common Stock under the Securities Act (otherwise than in
connection with (i) the registration of Common Stock issuable pursuant to an
employee stock option, stock purchase or similar plan, pursuant to a merger,
exchange offer or a transaction of the type specified in Rule 145(a) under the
Securities Act or (ii) the registration of (x) rights granted by the Company pro
rata to all existing holders of Common Stock or (y) the securities issuable upon
exercise of such rights, or (iii) the registration of Common Stock issuable upon
the exercise of outstanding publicly-held warrants) ) it will give written
notice, at least ten (10) days prior to the filing of each such registration
statement, to the Holders of this Warrant or the Warrant Shares of its intention
to do so. At the written request of the Holder delivered to the Company within
five (5) days after the receipt of the notice from the Company, which request
shall state the number of Warrant Shares that the Holder wishes to sell or
distribute publicly under the registration statement proposed to be filed by the
Company, the Company shall use its commercially reasonable efforts, subject to
Section 8.1(b) hereof, to register under the Securities Act such Warrant Shares.
(the "Piggyback Registration"). The Company shall not be obligated to so use its
commercially reasonable efforts more than two (2) times.
(b) If a Piggyback Registration is to be an underwritten offering, the Company
shall so advise the Holder as a part of the written notice given pursuant to
Section 8.1(a). In such event, the right of the Holder to registration pursuant
to Section 8.1(a) shall be conditioned upon the Holder's participation in such
underwriting and the inclusion of the Holder's Warrant Shares in the
underwriting to the extent provided herein. If the Holder intends to distribute
its securities through such underwriting, the Holder shall (together with the
Company and the other holders distributing their securities though such
underwriting) enter into an underwriting agreement in customary form with the
representative of the underwriter or underwriters selected by the Company.
Notwithstanding any other provision of this Section 8.1, if the lead underwriter
or representative of the underwriters advises the Holder in writing
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that marketing factors require a limitation on the number of shares to be
underwritten, the number of shares to be included in the underwriting or
registration shall be allocated: first, the securities the Company proposes to
sell; second, the shares proposed to be sold by the Holder and any other party
having piggyback registration rights which, in the opinion of such lead
underwriter or representative can be sold, allocated pro rata among the holders
of piggyback registration rights on the basis of the total number of shares of
Common Stock requested to be included therein by each such holder, and third,
the shares to be sold by any other holder of securities which the Company
permits to participate in such registration or underwriting up to the number or
dollar amount which, in the opinion of the lead underwriter or representative,
can be sold. For purposes of the allocation provided in this Section 8.1(b), any
officer, director, employee or consultant of the Company who owns any capital
stock of the Company as of the date notice is given by the Company in accordance
with Section 8.1(a) and who participates in the Piggyback Registration shall be
deemed to have piggyback registration rights.
8.2(a) From January 1 through March 31 of each year during the Exercise Period,
but not prior to February 28, 1999, the Holders of a majority Warrant and
Warrant shares shall have the right, exercisable by written notice to the
Company, to have the Company prepare and file with the Securities and Exchange
Commission, on one occasion, a registration statement and such other documents,
including a prospectus, as may be necessary in the opinion of both counsel for
the Company and counsel for the Holder, in order to comply with the provisions
of the Act, so as to permit a public offering and sale by the Holder of the
Warrant Shares. The Company shall use its commercially reasonable efforts to
have such registration statement filed with the Commission within sixty (60)
days and declared effective by the Commission within one hundred twenty (120)
days after the March 31st closest to the date such notice is received by the
Company.
(b) Notwithstanding the provisions of Section 8.2(a), if (i) in the good faith
judgment of the Board of Directors of the Company, such registration would be
seriously detrimental to the Company and the Board of Directors of the Company
concludes, as a result, that it is essential to defer the filing of such
registration statement at such time, and (ii) the Company shall furnish to the
Holder a certificate signed by the principal executive officer of the Company
stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company for such registration
statement to be filed in the near future and that it is, therefore, essential to
defer the filing of such registration statement, then the Company shall have the
right to defer such filing for the period during which such disclosure would be
seriously detrimental, provided that the Company may not defer the filing for a
period of more than ninety (90) days after receipt of the request of the
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Holder, and, provided further, that the Company shall not defer its obligation
in this manner more than once in any twelve-month period.
8.3 Holder hereby agrees that if so requested by the Company or any lead
underwriter or representative of the underwriters in connection with any
registration of the offering of any securities of the Company under the
Securities Act , the Holder shall not sell or otherwise transfer any Warrant
Shares or other securities of the Company during the 90-day period following the
effective date of a registration statement of the Company. The Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing restriction until the end of such 90-day period.
8.4 The Company may require the Holder of Warrant Shares to be sold pursuant to
any Registration Statement to furnish to the Company such information regarding
the Holder and the distribution of such Warrant Shares as may be required by
applicable law or regulation for inclusion in such Registration Statement and
the Company may exclude from such registration the Warrant Shares of any Holder
that fails to furnish such information within 15 days after receiving such
request and refuse to file such registration statement if holders of a majority
of the Warrant Shares fail to furnish such information within 15 days after
receiving such request.
8.5(a) Upon the registration of the Warrant Shares, the Company shall indemnify
and hold harmless the Holder and each underwriter, selling agent or other
securities professional, if any, which facilitates the disposition of the
Warrant Shares, and each of their respective officers and directors and each
person who controls the Holder, underwriter, selling agent or other securities,
professional within the meaning of Section 15 of the Securities Act or Section
20 of the Securities Exchange Act of 1934 (the "Exchange Act")(each such person
being sometimes referred to as an "Indemnified Person") against any losses,
claims, damages or liabilities, joint or several, to which such Indemnified
Person may become subject under the Securities Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged untrue statement of a
material fact contained in any Registration Statement under which such Warrant
Shares are registered under the Securities Act, or any Prospectus contained
therein or furnished by the Company to any Indemnified Person, or any 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, and the Company hereby
agrees to reimburse such Indemnified Person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such action or claim as such expenses are incurred; provided, however, that the
Company shall not be liable to any such Indemnified Person 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
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omission or alleged omission made in such Registration Statement or Prospectus,
or amendment or supplement, in reliance upon and in conformity with written
information furnished to the Company by such Indemnified Person expressly for
use therein.
(b) Holder agrees, as a consequence of, and as a condition to, the inclusion of
any of Holder's Warrant Shares in such Registration Statement, and each
underwriter, selling agent or other securities professional, if any, which
facilitates the disposition of Warrant Shares shall agree (or the Holder shall
cause to agree), as a consequence of facilitating such disposition of Warrant
Shares to (i) indemnify and hold harmless the Company, its directors, officers
who sign any Registration Statement and each person, if any, who controls the
Company within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, against any losses, claims, damages or liabilities to
which the Company or such other persons may become subject, under the Securities
Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue statement
or alleged untrue statement of a material fact contained in such Registration
Statement or Prospectus, or any amendment or supplement, 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, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in reliance upon and in conformity with written information furnished to the
Company by such holder, underwriter, selling agent or other securities
professional expressly for use therein, and (ii) reimburse the Company for any
legal or other expenses reasonably incurred by the Company in connection with
investigating or defending any such action or claim as such expenses are
incurred. Unless such alleged untrue statement of material fact or alleged
omission is proven true the indemnity shall not exceed the gross proceeds in the
offering.
(c) Promptly after receipt by an indemnified party under subsection (a) or (b)
above of notice of the commencement of any action, such indemnified party shall,
if a claim in respect thereof is to be made against an indemnifying party under
this Section 8.5, notify such indemnifying party in writing of the commencement
thereof; but the omission so to notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party otherwise than
under this Section 8.5. In case any such action shall be brought against any
indemnified party and it shall notify an indemnifying party of the commencement
thereof, such indemnifying party shall be entitled to participate therein and,
to the extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party. No indemnifying party shall, without the
written consent of the indemnified party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may
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be sought hereunder unless such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out
of such action or claim and (ii) does not include a statement as to, or an
admission of, fault, culpability or a failure to act, by or on behalf of any
indemnified party.
(d) If the indemnification provided for in this Section 8.5 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the statements
or omissions which resulted in such losses, claims, damages or liabilities (or
actions in respect thereof), as well as any other relevant equitable
considerations. The relative fault of such indemnifying party and indemnified
party shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by such
indemnifying party or by such indemnified party, and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. 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 shall be deemed to include any legal or other fees or
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 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.
9. Unless registered as contemplated by Section 8 hereof, the Warrant Shares
issued upon exercise of the Warrants shall be subject to a stop transfer order
and the certificate or certificates evidencing such Warrant Shares shall bear
the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH
SHARES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT. SUCH SHARES ARE
SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER CONTAINED IN A
WARRANT, DATED OCTOBER ___, 1998, A COPY
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OF WHICH ARE ON FILE WITH THE SECRETARY OF THE COMPANY."
10. Upon receipt of evidence satisfactory to the Company of the loss, theft,
destruction, or mutilation of any Warrant (and upon surrender of any Warrant if
mutilated), and upon reimbursement of the Company's reasonable incidental
expenses and, if reasonably requested, an indemnity reasonably acceptable to the
Company, the Company shall execute and deliver to the Holder thereof a new
Warrant of like date, tenor, and denomination.
11. The Holder of any Warrant shall not have, solely on account of such status,
any rights of a stockholder of the Company, either at law or in equity, or to
any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.
12. This Warrant shall be construed in accordance with the laws of the State of
California applicable to contracts made and performed within such State, without
regard to principles of conflicts of law.
Dated: October 5th, 1998
NAM TAI ELECTRONICS, INC.
By: /s/ M. K. Koo
-----------------------------
Name: M. K. Koo
Title: Senior Executive Officer
Agreed and Accepted:
NATIONAL SECURITIES CORPORATION
By: /s/ Steven A. Rothstein
-----------------------------
Name: Steven A. Rothstein
Title: Chairman
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FORM OF ASSIGNMENT
(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)
FOR VALUE RECEIVED, _______________________________________________
hereby sells, assigns, and transfers unto __________________ a Warrant to
purchase __________ shares of Common Stock, $____ par value per share, of Nam
Tai Electronics, Inc. (the "Company"), together with all right, title, and
interest therein, and does hereby irrevocably constitute and appoint___________
attorney to transfer such Warrant on the books of the Company, with full power
of substitution.
Dated:_________________________
Signature_________________________
Signature Guaranteed:
NOTICE
The signature on the foregoing Assignment must correspond to
the name as written upon the face of this Warrant in every particular, without
alteration or enlargement or any change whatsoever.
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To: Nam Tai Electronics, Inc.
999 West Hastings Street
Suite 1500
Vancouver, B.C.
Canada V6C 2WC
ELECTION TO EXERCISE
The undersigned hereby exercises his or its rights to purchase
_______ Warrant Shares covered by the within Warrant and tenders
payment herewith [in the amount of $_________] in accordance with the
terms thereof, certifies that he owns this Warrant free and clear of
any and all claims, liens and/or encumbrances and requests that
certificates for such securities be issued in the name of, and
delivered to:
(Print Name, Address and Social Security
or Tax Identification Number)
and, if such number of Warrant Shares shall not be all the Warrant Shares
covered by the within Warrant, that a new Warrant for the balance of the
Warrant Shares covered by the within Warrant be registered in the name
of, and delivered to, the undersigned at the address stated below.
Dated:_________________________ Name:_________________________
(Print)
Address:
_________________________
(Signature)