Form 8-K Dated February 17, 1998
Purus, Inc.
File no. 0-22408
Exhibit No. 5
Series A Preferred Warrant 550,000 Shares
CASA SOLAZ, INC.
(a Nevada corporation)
WARRANT FOR THE PURCHASE OF
Series A Convertible Preferred Stock, $0.001 Par Value Per Share
THIS WARRANT WILL BE VOID
AFTER 12:00 MIDNIGHT ON DECEMBER 31, 1998
This certifies that, for value received, PURUS, INC., a
Delaware corporation, or registered assigns ("holder"), is
entitled, at any time prior to 12:00 midnight Pacific Time on
December 31, 1998 (the "Expiration Date"), to purchase from CASA
SOLAZ, INC., a Nevada corporation, hereinafter referred to as the
"Company," the number of shares shown above (the "Warrant
Shares") of Series A Convertible Preferred Stock, par value
$0.001, of the Company (the "Preferred Stock") by surrendering
this warrant with the purchase form attached hereto, duly
executed, at the principal office of the Company in Morgan Hill,
California, and by paying in full and in lawful money of the
United States of America by cash or cashiers' check, the purchase
price of the Warrant Shares as to which this warrant is
exercised, on all the terms and conditions hereinafter set forth.
1. The purchase price at which the Warrant Shares are
purchasable (hereinafter referred to as the "Warrant Price") is
$4.00 per share, subject to adjustment as provided below.
2. On the exercise of all or any portion of this warrant
in the manner provided above, the person exercising the same
shall be deemed to have become a holder of record of Preferred
Stock (or of the other securities or properties to which he or it
is entitled on such exercise) for all purposes, and certificates
for the securities so purchased shall be delivered to the
purchaser within a reasonable time, but in no event longer than
five business days after the warrant shall have been exercised as
set forth above. If this warrant shall be exercised in respect
to only a part of the Warrant Shares covered hereby, the holder
shall be entitled to receive a similar warrant of like tenor and
date covering the number of Warrant Shares with respect to which
this warrant shall not have been exercised.
3. This warrant is exchangeable, on the surrender hereof
by the holder at the office of the Company, for new warrants of
like tenor and date representing in the aggregate the right to
subscribe for and purchase the number of Warrant Shares which may
be subscribed for and purchased hereunder.
4. The Company covenants and agrees that the Warrant
Shares which may be issued on the exercise of the rights
represented by this warrant will, on issuance, be fully paid and
nonassessable, and free from all taxes, liens, pre-emptive
rights, and charges with respect to the issue thereof. The
Company further covenants and agrees that during the period
within which the rights represented by this warrant may be
exercised, the Company will have authorized and reserved a
sufficient number of shares of Preferred Stock to provide for the
exercise of the rights represented by this warrant.
5. The Warrant Price and number of Warrant Shares
purchasable pursuant to this warrant may be subject to adjustment
from time to time as follows:
(a) If the Company shall take a record of the holders of
its Preferred Stock for the purpose of entitling them to receive
a dividend in shares, the number of Warrant Shares purchasable
hereunder immediately prior to such record date shall be
proportionately increased and the Warrant Price in effect
immediately prior to such record date shall be proportionately
decreased, such adjustment to become effective immediately after
the opening of business on the day following such record date.
(b) If the Company shall subdivide the outstanding shares
of Preferred Stock into a greater number of shares, combine the
outstanding shares of Preferred Stock into a smaller number of
shares, or issue by reclassification any of its shares of
Preferred Stock, the number of Warrant Shares purchasable
hereunder immediately prior thereto and the Warrant Price in
effect immediately prior thereto shall be adjusted so that the
holder of the warrant thereafter surrendered for exercise shall
be entitled to receive, after the occurrence of any of the events
described, the number of Warrant Shares to which the holder would
have been entitled had such warrant been exercised immediately
prior to the occurrence of such event. Such adjustment shall
become effective immediately after the opening of business on the
day following the date on which such subdivision, combination, or
reclassification, as the case may be, becomes effective.
(c) If any capital reorganization or reclassification of
the Company's Preferred Stock, or consolidation or merger of the
Company with another corporation or the sale of all or
substantially all of its assets to another corporation shall be
effected in such a way that holders of Preferred Stock shall be
entitled to receive stock, securities, or assets with respect to
or in exchange for Preferred Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger, or sale,
lawful adequate provisions shall be made whereby the holder of
this warrant shall thereafter have the right to acquire and
receive on exercise hereof such shares of stock, securities, or
assets as would have been issuable or payable (as part of the
reorganization, reclassification, consolidation, merger, or sale)
with respect to or in exchange for such number of outstanding
shares of the Company's Preferred Stock as would have been
received on exercise of this warrant immediately before such
reorganization, reclassification, consolidation, merger, or sale.
In any such case, appropriate provision shall be made with
respect to the rights and interests of the holder of this warrant
to the end that the provisions hereof shall thereafter be
applicable in relation to any shares of stock, securities, or
assets thereafter deliverable on the exercise of this warrant.
In the event of a merger or consolidation of the Company with or
into another corporation or the sale of all or substantially all
of its assets as a result of which a number of shares of stock of
the surviving or purchasing corporation greater or less than the
number of shares of Preferred Stock of the Company outstanding
immediately prior to such merger, consolidation, or purchase are
issuable to holders of Preferred Stock of the Company, then the
number of Warrant Shares and Warrant Price in effect immediately
prior to such merger, consolidation, or purchase shall be
adjusted in the same manner as through there was a subdivision or
combination of the outstanding shares of Preferred Stock of the
Company. The Company will not effect any such consolidation,
merger, or sale unless prior to the consummation thereof the
successor corporation resulting from such consolidation or merger
or the corporation purchasing such assets shall assume by written
instrument mailed or delivered to the holder hereof at its last
address appearing on the books of the Company, the obligation to
deliver to such holder such shares of stock, securities, or
assets as, in accordance with the foregoing provisions, such
holder may be entitled to acquire on exercise of this warrant.
(d) No fraction of a share shall be issued on exercise,
but, in lieu thereof, the Company, notwithstanding any other
provision hereof, may pay therefor in cash at the fair value of
any such fractional share at the time of exercise.
(e) Neither the purchase nor other acquisition by the
Company of any shares of Preferred Stock nor the sale or other
disposition by the Company of any shares of Preferred Stock shall
affect any adjustment of the Warrant Price or be taken into
account in computing any subsequent adjustment of the Warrant
Price.
6. This warrant and the shares issuable on exercise of
this warrant are restricted securities within the meaning of Rule
144 promulgated under the Securities Act of 1933, as amended, and
all certificates therefor shall contain a legend in
substantially the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the
"Securities Act"), AND ARE "RESTRICTED SECURITIES" WITHIN THE
MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD
OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF
AN EFFECTIVE REGISTRATION OR OTHER EXEMPTION OR SAFE HARBOR UNDER
THE SECURITIES ACT.
7. Subject to the restrictions set forth in paragraph 6
above, this warrant is transferable at the offices of the
Company. On such transfer, every holder hereof agrees that the
Company may deem and treat the registered holder of this warrant
as the true and lawful owner thereof for all purposes, and the
Company shall not be affected by any notice to the contrary.
8. As used herein, the term "Preferred Stock" shall mean
and include the Company's Series A Convertible Preferred Stock
authorized on the date of the original issue of this warrant, and
shall also include, in the case of any reorganization,
reclassification, consolidation, merger, or sale of assets of the
character referred to in paragraph 5(c) hereof, the stocks,
securities, or assets provided for in such paragraph.
9. This agreement shall be construed under and be governed
by the laws of the state of Nevada, except for those laws
pertaining to choice of law matters.
10. Any notices required or permitted hereunder shall be
sufficiently given if delivered by hand or sent by registered or
certified mail, postage prepaid, addressed as follows:
If to holder, to: PURUS, INC.
605 Tennant Avenue, Suite B
Morgan Hill, CA 95037-5529
If to the Company, to: CASA SOLAZ, INC.
17246 Quail Court
Morgan Hill, CA 95037
or such other address as shall be furnished in writing by any
party to the other, and any such notice or communication shall be
deemed to have been given as of the date so delivered or three
days after being so deposited in the mails.
DATED this 17th day of February, 1998.
CASA SOLAZ, INC.
By /s/ Donald Winstead, President
Form of Purchase
(to be signed only upon exercise of warrant)
TO: CASA SOLAZ, INC.
The undersigned, the owner of the attached warrant, hereby
irrevocable elects to exercise the purchase rights represented by
the warrant for, and to purchase thereunder,
_______________________________________________ shares of
Preferred Stock of Casa Solaz, Inc., and herewith makes payment
of $_________________________ therefor, and requests that the
certificate(s) for such shares be delivered to
____________________________________________________________, at
_________________________________________________________________
__________, and if such shall not be all of the shares
purchasable hereunder, that a new warrant of like tenor for the
balance of the shares purchasable under the attached warrant be
delivered to the undersigned.
DATED this ______ day of _______________________________,
______________.
____________________________________
Signature
Transfer Form
FOR VALUE RECEIVED,
______________________________________________________,
hereby sell, assign, and transfer
unto________________________________________________
_________________________________________________________________
_______________________________ warrants to purchase Preferred
Stock of Casa Solaz, Inc., represented by the attached warrant,
and do hereby irrevocably constitute and appoint
_________________________________________________________________
to transfer the said warrants on the books of Casa Solaz, Inc.,
with full power of substitution in the premises.
DATED this ______ day of _______________________________,
______________.
____________________________________
Signature
In presence of: