EXH10-14
Void after W-21
Right to Purchase
Shares of Common Stock
(subject to adjustment) of
Automated Light Technologies,
Incorporated
AUTOMATED LIGHT TECHNOLOGIES, INCORPORATED
COMMON STOCK PURCHASE WARRANT
Automated Light Technologies, Incorporated (the "Company"), a Delaware
corporation, hereby certified that, for value received, , or assigns, is
entitled, subject to the terms set forth below to purchase from the Company at
any time on or from time to time after July 1, 1988 and before 5:00 P.M., Boston
time, on thousand fully paid and non-assessable shares of Common Stock of the
Company, at the price per share (the "Purchase Price") of dollar ($ ). The
number and character of such shares of Common Stock and the Purchaser Price are
subject to adjustment as provided herein.
This Common Stock Purchase Warrant (the "Warrant") is
issued to One Venture Group as of and evidences the right to purchase an
aggregate of not more than shares of Common Stock of the Company, subject to
adjustment as provided herein.
As used herein the following terms, unless the context otherwise
required, have the following meanings:
(a) The term "Company" includes any corporation which shall succeed to
or assume the obligations of the Company hereunder.
(b) The term "Common Stock" includes all voting stock of any class or
classes (however designated) of the Company, authorized upon the Original Issue
Date or thereafter, the holders of which shall have the right, without
limitation as to
amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on any
shares entitled to preference.
(c) The "Original Issue Date" is _____________ the date as of which the
Warrants were first issued.
(d) 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 the holders of the Warrants at any time shall be entitled to
receive, or shall have received, upon the exercise of the Warrants, 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 pursuant to section 6 or otherwise.
(e) The terms "registered" and "registration" refer to a registration
effected by filing a registration statement in compliance with the Securities
Act to permit the disposition of Common Stock (or Other Securities) issued or
issuable upon the exercise of Warrants, and any post-effective amendments and
supplements filed or required to be filed to permit any such disposition.
(f) The term "Securities Act" means the Securities Act of 1933 as the
same shall be in effect at the time.
1. Registration, etc.
1.1 (a) In the event that the Company proposes, at any time
within the ten year period commencing one year from the Original Issue Date, to
file a registration statement on a general form of registration under the
Securities Act and relating to securities issued or to be issued by it, or if
the Company has filed such a registration statement and proposes to file a
post-effective amendment thereto within the ten year period described in the
first clause of this sentence, then it
shall give written notice of such proposal to the record owners of the Warrants
and any shares of Common Stock Issued upon exercise thereof. If, within thirty
(30) days after the giving of such notice, the record owners of any of the
Warrants or shares Of Common Stock issued upon their exercise shall request in
writing that all or any of such Common Stock or Other Securities issue or
issuable upon exercise of such Warrants be included in such proposed
registration, the Company will, at its own expense, also register such
securities as shall have been requested in writing; provided, however, that:
(i) such owners shall deliver to the Company a statement in writing
from the beneficial owners of such securities that they bona fide intend to
sell, transfer or otherwise dispose of such securities;
(ii) the Company shall not be required to include any of such
securities if, by reason of such inclusion, the Company shall be required to
prepare and file a registration statement on a form promulgated by the
Securities and Exchange commission substantially different from that which the
Company otherwise would use;
(iii) such owners shall cooperate with the Company in the preparation
of such registration statement to the extent required to furnish information
concerning such owners therein;
(iv) if any underwriter or managing agent is purchasing or arranging
for the sale of the securities then being offered by the Company under such
registration statement then such owners (A) shall agree to have the securities
being so registered sold to or by such underwriter or managing agent on terms
substantially equivalent to the terms at which the Company is selling the
securities so registered,
(a) notify such owner as to the filing thereof and all
amendments thereto filed prior to the effective date of said registration
statement;
(b) notify such owners promptly after it shall have received
notice thereof, of the time when the registration statement becomes effective or
any supplement to any prospectus forming a part of the registration statement
has been filed;
(c) prepare and file any necessary amendment or supplement to
such registration statement or prospectus as may be necessary to comply with
Section 10 (a)(3) of the Securities Act or advisable in connection with the
proposed distribution of the securities by such owners;
(d) use its reasonable best efforts to qualify the shares of
Common Stock or Other Securities being so registered for sale under the
securities or blue sky laws of not more than eight states as such registered
owners may designate in writing and to register or obtain the approval of any
federal or state authority which may be required in connection with the proposed
distribution, except, in each case, in jurisdiction in which the Company must
either qualify to do business or file a general consent to service of proceed as
a condition to the qualification of such securities;
(e) notify such registered owners of any stop order suspending
the effectiveness of the registration statement and U6@ its reasonable best
effort to remove such stop order;
(f) undertake to keep said registration statement and
prospectus effective for a period of nine months after such shares of Common
Stock first become free to be sold under such registration statement;
(g) furnish to such registered owners as soon as available,
copies of any such registration statement and each preliminary or final
prospectus and any supplement or amendment required to be prepared pursuant to
the foregoing provisions of this paragraph 1, all in such quantities as such
owners may from time to time reasonably request.
1.3 The record owners of the shares of Common Stock or Other
Securities being so registered agree to pay all of the underwriting discounts
and commissions, transfer taxes registration fees and their own counsel fees
with respect to the securities owned by them and being registered. The Company
agrees that the costs and expenses which it is obligated to pay in connection
with a registration statement to be filed pursuant to subsection 1.1 above
include, but are not limited to, the fees and expenses of counsel for the
Company, the fees and expenses of its accountants and all other costs and
expenses incident to the preparation, printing and filing under the Securities
Act of any such registration statement, each prospectus and all amendments and
supplements thereto, the costs incurred in connection with the qualification of
such securities for sale in not more than eight states, including fees and
disbursements of counsel for the Company, and the costs of supplying a
reasonable number of copies of the registration statement, each preliminary
prospectus, final prospectus and any supplements or amendments thereto to such
registered owners.
1.4 The Company agrees to enter into an appropriate
cross-indemnity agreement with any underwriter (as defined in the Securities
Act) for such registered owners in connection with the filing of a registration
statement pursuant to subjection 1.1 hereof.
1.5 In the event that the Company shall file any registration
statement including therein all or any part of shares of Common Stock or Other
Securities Issued or Issuable
upon exercise of the Warrants, the Company and each holder of such securities
shall enter into an appropriate cross-indemnity agreement whereby each such
holder shall indemnify and hold harmless the Company, each of its directors,
each of its officers who have signed the registration statement and each person,
if any, who controls the Company within the meaning of the Securities Act
against any losses, claims, damages or liabilities (or actions in respect
thereof) arising out of or based upon any untrue statement or alleged untrue
statement of any material fact contained in such registration statement, or any
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make statement therein not misleading, if the
statement or omission was made in reliance upon and in conformity with written
information furnished or required to be furnished by such holder or such
controlling person expressly for use in such registration statement.
1.6 Notwithstanding any other provision of this section 1, the
registration rights set forth in this section i shall not be available if in the
opinion of the Company's council registration is unnecessary to allow a public
sale or transfer of the Common Stock or Other Securities in question.
2. Sale or Exercise Without Registration. If, at any time of any
exercise, transfer or surrender for exchange of a Warrant or of Common Stock,
(or Other Securities) previously issued upon the exercise of Warrants, such
Warrant or Common Stock (or Other Securities) shall not be registered under the
Securities Act the Company may require, as a condition of allowing such
exercise, transfer or exchange, that the holder or transferee of such Warrant or
Common Stock (or Other Securities), as the case may be, furnish to the Company a
satisfactory opinion of counsel to the effect that such exercise, transfer or
exchange may be made without registration under the Securities Act, and provided
further that nothing contained in this section 2 shall relieve the Company from
complying with any request for registration
pursuant to section l hereof. One Venture Group as the holder of the Warrants
represents to the Company that they are acquiring the Warrants for investment
and not with a view to the distribution thereof.
3. Exercise of Warrant; Partial Exercise.
3.1 Restriction on Exercise. This Warrant may not be exercised
in full or in part on or before July 1, 1988.
3.2 Exercises in Full. Subject to the provisions hereof, this
Warrant may be exercised in full by the holder hereof by surrender of this
Warrant, with the form of subscription at the end hereof duly executed by such
holder, to the Company at its principal office in Sturbridge, Mass., 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 the number of shares of
Common Stock called for on the face of this Warrant (without giving effect to
any adjustment therein) by the Purchase Price.
3.3 Partial Exercise. Subject to the provisions hereof, this
Warrant may be exercised in part by surrender of this Warrant in the manner and
at the place provided in subsection 3.2 except that the amount payable by the
holder upon any partial exercise shall be the amount obtained by multiplying (a)
the number of shares of Common Stock (without giving effect to any adjustment
therein) designated by the holder in the subscription at the end hereof by (b)
the Purchase Price. Upon any such partial exercise, the Company at its expense
will forthwith issue and deliver to or upon the order of the holder hereof a new
Warrant or Warrants of like tenor, in the name of the holder hereof or as such
holder (upon payment by such holder of any applicable transfer taxes) may
request, calling in the aggregate on the face or faces thereof for the number of
shares of Common Stock equal (without giving effect to any adjustment therein)
to the number of such shares called for on the face of
this Warrant minus the number of such shares designated by the holder in the
subscription at the end hereof.
3.4 Company to Reaffirm Obligations. The Company will, at the
time of any exercise of this Warrant, upon the request of the holder hereof,
acknowledge in writing its continuing obligation to afford to such holder any
rights (including, without limitation, any right to registration of the shares
Common Stock or Other Securities issued upon such exercise) to which such holder
shall continue to be entitled after such exercise in accordance with the
provisions of this warrant, that if the holder of this Warrant shall fail to
make any such request, such failure shall not affect the continuing obligation
of the Company to afford such holder any such rights.
4. Delivery of Stock Certificates, etc., on Exercise. As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within 10 days thereafter, the Company at its expense (including the
payment by it of any applicable issue 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 full paid and non-assessable shares of Common
Stock (or Other Securities) to which such holder shall be entitled upon such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled cash equal to such fraction multiplied by the then current
market value of one full share together with any other stock or other securities
and property (including cash, where applicable) to which such holder is entitled
upon such exercise pursuant to section 5 or otherwise.
5. Adjustment for Dividends in Other Stock, Property, etc.,
Reclassification, etc. In case at any time or from time to time after the
Original Issue Date the holders of Common Stock (or Other Securities) shall have
received, or (on or after the
record date fixed for the determination of stockholders eligible to receive)
shall have become entitled to receive, without payment therefor
(a) other or additional stock or other securities or property
(other than cash) by way of dividend, or
(b) any cash paid or payable (including, without limitation,
by way of dividend), except out of earned surplus of the Company, or
(c) other or additional (or less) stock or other securities or
property (including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement.
(d) then, and in each such case the holder of this Warrant,
upon the exercise hereof as provided in section 3, shall be entitled to receive
the amount of stock and other securities and property (including cash in the
cases referred to in subdivisions (b) and (c) of this section 5) which such
holder would hold on the date of such exercise if on the Original Issue Date he
had been the holder of record of the number of shares of Common Stock called fox
on the face of this Warrant and bad thereafter, during the period from the
Original Issue Date to and including the date of such exercise, retained such
shares and all such other or additional (or less) stock and other securities and
property (including cash in the cases referred to in subdivisions (b) and (c) of
this section 5) receivable by him as aforesaid during such period, giving effect
to all adjustments called for during such period by section 6 and 7 hereof.
6. Reorganization, Consolidation, Merger, etc.
6.1 General. In case the Company after the Original Issue Date
shall effect reorganization, (b) consolidate with or merge with any other
person, or (c) transfer a11 or substantially
all of its properties or assets to any other person under any plan or
arrangement contemplating the dissolution of the Company within 24 months from
the date of such transfer, then, in each such case, the holder of this Warrant;
upon the exercise hereof as provided in section 3 at any time, after the
consummation of such reorganization consolidation or merger or the effective
date of such dissolution, as the case may be, shall be entitled to receive (and
the Company shall be entitled to deliver), in lieu of the Common Stock (or Other
Securities) issuable upon such exercise prior to such consummation or such
effective date, the stock and other securities and property (including cash) to
which such holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such holder had so
exercised this Warrant immediately prior thereto, all subject to further
adjustment thereafter as provided in section 5 and 7 hereof.
The Company agrees that in the event that it effects a consolidation or
merger with any other person, it shall be a condition, of such consolidation or
merger that the resulting entity agree to register all shares or other
securities under the Securities Act of 1933 so that all persons receiving shares
in the consolidation or merger shall be free to sell said shares pursuant to an
effective registration statement immediately after the consolidation or merger.
6.2 Warrant to Continue In Full Force and Effect. Upon any
reorganization, consolidation merger or transfer (and any dissolution following
any transfer) pursuant to section 6.1 this Warrant shall continue in full force
and effect and the terms hereof shall be applicable to the shares of stock and
other securities and property receivable upon the exercise of this Warrant after
the consummation of such reorganization, consolidation, merger, transfer or
dissolution, as the case may be, and shall be binding upon the issuer of any
such stock or
other securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of the Company,
whether or not such person shall have expressly assumed the terms of this
Warrant.
7. Other Adjustment.
7.1 General. In any case to which sections 5 and 6 hereof are
not applicable, where the Company shall issue or sell shares of its Common Stock
after the Original Issue Date without consideration or for a consideration per
share less than the Purchase Price in effect pursuant to the terms of this
Warrant at the time of issuance or sale of such additional shares, except where
such shares are issued or sold pursuant to the exercise of any Warrant or option
or issued prior to the date of this warrant, then the Purchase Price in effect
hereunder shall simultaneously with such issuance or sale be reduced to a price
determined by dividing (1) an amount equal to (a) the total number of shares of
Common Stock outstanding immediately prior to such issuance or sale multiplied
by the Purchase Price in effect hereunder at the time of such issuance or sale,
plus (b) the consideration, if any, received by the Company upon such issuance
or sale by (2) the total number of shares of Common Stock outstanding
immediately after issuance or sale of such additional shares.
7.2 Convertible Securities. In case the Company shall issue or
sell any securities convertible into Common Stock of the Company ("Convertible
Securities") after the date hereof, there shall be determined the price per
share for which Common Stock is issuable upon the conversion or exchange
thereof, such determination to be made by dividing (a) the total amount received
or receivable by the Company as consideration for the issue or sale of such
Convertible Securities plus the minimum aggregate amount of additional
consideration, if any, payable to the Company upon the conversion or exchange
thereof, by the maximum number of shares of Common Stock of the Company issuable
upon the conversion or exchange of all of such Convertible Securities.
If the price per share so determined shall be less than the applicable
Purchase Price per share, then such issue or sale shall be deemed to be an issue
or sale for cash (as of the date of issue or sale of such Convertible
Securities) of such maximum number of shares of Common Stock at the price per
share so determined, provided that, if such Convertible Securities shall by
their terms provide for an increase or increases, with the passage of time, in
the amount of additional consideration, it any, to the Company, or in the rate
of exchange, upon the conversion or exchange thereof, the adjusted purchase
price per share shall, forthwith upon any such increase becoming effective, be
readjusted to reflect the same, and provided further; that upon the expiration
of such rights of conversion or exchange of such Convertible Securities 1t any
thereof shall not have been exercised, the adjusted Purchase Price per share
shall forthwith be readjusted and thereafter be the price which it would have
been had an adjustment been made on the basis that the only shares of Common
Stock so issued or sold were issued or sold upon the conversion or exchange of
such Convertible Securities, and that they were issued or sold for the
consideration actually received by the Company upon such conversion or exchange,
plus the consideration, if any, actually! received by the Company for the issue
or sale of all of such Convertible Securities which shall have been converted or
exchanged.
7.3 Rights and Options. In case the Company shall grant any
rights or options to subscribe for, purchase or otherwise acquired Common Stock
there shall be determined the price per share for which Common Stock is issuable
upon the exercise of such rights or options, such determination to be made by
dividing (a) the total amount, if any, received or receivable by the Company as
consideration for the granting of such rights or options, plus the minimum
aggregate amount of additional
consideration payable to the Company upon the exercise of such rights or
options, by (b) the maximum number of shares of Common Stock of the Company
issuable upon the exercise of such rights or options.
If the price per share so determined shall be less than the applicable
Purchase Price per share then the granting of such rights or options shall he
deemed to be an issue or sale for cash (as of the date of the granting of such
rights or options) of such maximum number of shares of Common Stock at the price
per share so determined, provided that, if such rights or options shall by their
terms provide for an increase or increases, with the passage of time, in the
amount of additional consideration payable to the Company upon the exercise
thereof, the adjusted purchase price per share shall forthwith upon any such
increase becoming effective, be readjusted to reflect the same, and provided,
further, that upon the expiration of such rights or options, if any thereof
shall not have been exercised the adjusted Purchase Price per share shall
forthwith be readjusted and thereafter be the Price which it would have been had
an adjustment been made on the basis that the only shares of Common Stock so
issued or sold were those issued or sold upon the exercise of such rights or
options and that they were issued or sold for the consideration actually
received by the Company upon such exercise, plus the consideration, if any,
actually received by the Company for the granting of all such rights or options,
whether or not exercised.
8. Further Assurances. The Company will take all such actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of stock upon the exercise of all Warrants
from time to time outstanding.
9. Accountant's Certificate as to Adjustments. In each case of any
adjustment or readjustment in the shares of Common
Stock (or Other Securities) issuable upon the exercise of the Warrants, the
Company at its expense will promptly cause the Company's regularly retained
auditor to compute such adjustment or readjustment in accordance with the terms
of the Warrants and prepare a certificate setting forth such adjustment or
re-adjustment and showing in detail the facts upon which such ad- justment or
readjustment is based, and the number of shares of Common Stock outstanding or
deemed to be outstanding. The Company wall forthwith mail a copy of each such
certificate to each holder of a Warrant.
10. Notices of Record Date, etc. In the event of
(a) any taking by the Company of a record of the holders of
any class of securities for the purpose of determining the holders thereof who
are entitled to receive any dividend (other than a cash dividend payable out of
earned surplus of the Company) or other distribution, or any right to subscribe
for, purchase or otherwise acquire any shares of stock of any class or any other
securities or property, or to receive any other right, or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets of the Company to or
consolidation or merger of the Company with or into any other person, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company, or
(d) any proposed issue or grant by the Company of any shares
of stock of any class or any other securities, or any right or option to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities (other than the issue of Common Stock on the exercise of
the Warrants), then and in each such event the Company will mail or cause to be
mailed to each holder of a Warrant notice specifying (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, starting the amount and character of such dividend,
distribution, or right, (ii) the date on which any such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up is to take place, and the time, if any,
as of which the holders of record of Common Stock (or Other Securities) shall be
entitled to exchange their shares of Common Stock (or Other Securities) for
securities or other property deliverable upon such reorganization,
reclassification, recapitalization, transfer, consolidation, merger,
dissolution, liquidation or winding-up, and (iii) the amount and character of
any stock or other securities, or rights or options with respect thereto,
proposed to be issued or granted, the date of such proposed issue or grant and
the persons or class of persons to whom such proposed issue or grant and the
persons or class of persons to whom such proposed issue or grant is to be
offered or made. Such notice shall be mailed at least 20 days prior to the date
therein specified.
11. Reservation of Stock, etc., Issuable on Exercise of Warrants. The
Company will at all times reserve and keep available, solely for issuance and
delivery upon the exercise of the Warrants, a11 shares of Common Stock (or Other
Securities) from time to time issuable upon the exercise of the Warrants.
12. Listing on Securities Exchanges; Registration. If the Company at
any time shall list any Common Stock on any national securities exchange and
shall register such Common Stock under the Securities Exchange Act of 1934 (as
then in effect, or any similar statute then in effect), the Company will, at its
expense, simultaneously list on such exchange, upon official notice of issuance
upon the exercise of the Warrants, and maintain such listing of, all shares of
Common Stock from time to time issuable upon the exercise of the Warrants and
the Company will so list on any national securities exchange, will so
register and will maintain such listing of, any Other Securities it and at the
time that any securities of like class or similar type shall be listed on such
national securities exchange by the Company.
13. Exchange of Warrants. Subject to the provisions of paragraph 2
hereof, upon surrender for exchange of any Warrant, properly endorsed, to the
Company, the Company at its own expense will issue and deliver to or upon the
order of the holder thereof a new Warrant or Warrants of like tenor, in the name
of such holder or as such holder (upon payment by such holder or any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant or Warrants so surrendered.
14. Replacement of Warrants. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of Any
Warrant and, in the case of any such loss, theft or destruction, upon delivery
of an indemnity agreement reasonably satisfactory in form and amount to the
Company or, in the case of any such mutilation, upon surrender and cancellation
of such Warrant, the Company at its expense will execute and deliver in lieu
thereof, a new warrant of like tenor.
15. Warrant Agent. The Company may, by written notice to each holder of
a Warrant, appoint an agent having an office in Boston, Massachusetts, for the
purpose of issuing Common Stock (or Other Securities) upon the exercise of the
Warrants pursuant to section 3, exchanging Warrants pursuant to section 14, and
replacing Warrants pursuant to section 15, 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.
16. 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.
17. Restrictions on Transfer and Assignability. This Warrant is
non-assignable and non-transferable without the prior written consent of the
Company, and in the event of such consent, shall continue to be subject to the
provisions of section 2 of this Warrant,
(a) subject to the provisions hereof, title to this
Warrant may be transferred by endorsement (by the holder hereof executing the
form of assignment at the end hereof).
(b) until this Warrant is transferred on the books of
the Company, the Company may treat the registered holder hereof as the absolute
owner hereof for all purposes, not-withstanding any notice to the contrary.
(c) Notwithstanding any provisions to the contrary,
this warrant shall be assignable and transferable without the consent of the
Company at the earlier of (1) May 26, 1991 or (2) the effective date of a public
offering. In such event the Warrant shall continue to be subject to the
provisions of section 2 of this Warrant.
18. Notices, etc. All notices and other communications from the Company
to the holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to
the Company in writing by such holder or, until an address is so furnished, to
and at the address of the last holder of this Warrant who has so furnished on
address to the Company.
19. Financial Reporting.
(a) Annual Reports. The Company agrees to deliver to the
Holder of the warrant, as soon as practicable after the end of each fiscal year
and in any event with 120 days thereafter, a consolidated balance sheet of the
Company as at the end of such fiscal year, a consolidated statement of
operations, and a consolidated statement of sources and applications of funds of
the Company for such year, prepared in accordance with generally accepted
accounting principles consistently applied and setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail and certified by independent public accountant selected by the Company.
(b) Quarterly Reports. The Company agrees to deliver to the
Holder of the Warrant as soon as practicable after the end of each of the first
three quarterly fiscal periods in each fiscal year and in any event within 60
days thereafter, a consolidated balance sheet of the Company as at the end of
such period, a consolidated statement of operations and a consolidated statement
of sources and applications of funds of the Company for such period in each case
prepared in accordance with generally accepted accounting principles
consistently applied and setting forth in comparative form the figures for the
corresponding periods of the previous fiscal year, all in reasonable detail and
certified, subject to changes resulting from audit adjustments, by the principal
financial or accounting officer of the Company.
(c) Inspection. The Company agrees to permit any authorized
representative of any Holder of the Warrant to visit the Company to discuss its
affairs and finances with its officers, all upon reasonable notice to the
Company, at such reasonable time and as often as may be reasonably requested.
(d) Investors Receiving Reports and Rights. The Company shall
deliver the reports or give the rights specified in Paragraphs 19(a), 19(b) and
l9(c) to each Holder of the Warrant until the earlier of: (i) the closing date
of the Company's first underwritten public offering pursuant to an effective
registration statement filed under the Act; or (ii) as to such
Holder of the Warrant, the date on which this warrant expires at which time the
Company's obligation to deliver such reports or give such rights shall
terminate.
20. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or termination
is sought. This Warrant is being delivered in the State of Massachusetts and
shall be construed and enforced in accordance with and governed by the laws of
such State. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof.
21. Extended Expiration. The right to exercise this Warrant shall
expire at 5:00 P.M., Boston time, on provided, however, that if the holders of
Warrant issued hereunder have, in accordance with the terms hereof, exercise
their rights pursuant to subsection 1.1 hereof and registration statement under
subsection 1.1 has not become effective prior to the expiration date of the
right to exercise this Warrant, then the right to exercise Warrant shall be
extended and shall expire 30 days after the effective date of such registration
statement.
Dated: _______________________
AUTOMATED LIGHT TECHNOLOGIES, INC.
By:______________________________
President
[Corporate Seal]
Attest:
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Secretary (warrants.ov2)
FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To: AUTOMATED LIGHT TECHNOLOGIES, INCORPORATED
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, shares of Voting Stock of Automated Light Technologies,
Incorporated, and herewith makes payment of $ therefore, and requests that the
certificates for such shares be issued in the name of, and delivered to, , those
address is .
Dated:_____________
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(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
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Address
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* Insert here the number of shares called for on the face of the Warrant (or, in
the case of a partial exercise, the portion thereof as to which the Warrant is
being exercised), in either case without making any adjustment for additional
Common Stock or any other stock or other securities or property or cash which,
pursuant to the adjustment provisions of the Warrant, may be deliverable upon
exercise.
FORM OF ASSIGNMENT
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns transfers
unto the right represented by the within Warrant to purchase the right
represented by the within Warrant
to purchase shares of Voting Common Stock of Automated Light Technologies,
Incorporated to which the within Warrant relates, and appoints Attorney to
transfer such right on the books of Automated Light Technologies, Incorporated
with full power of substitution in the premises. The Warrant being transferred
hereby is one of an aggregate of Common Stock Purchase Warrants issued by
Automated Light Technologies, Incorporated to as of , .
Dated: ________________
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(Signature must conform in all
respects to name of holder as
specified on the face of the
Warrant)
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Address
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Signature guaranteed by a Bank or Trust Company having its principal office in
Boston, Massachusetts or by a Member Firm of the New York or American Stock
Exchange.