EXHIBIT 10.11
SERIES 1997-A
WARRANT NUMBER 1
GRIP TECHNOLOGIES, INC.
(A CALIFORNIA CORPORATION)
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR A LAWYER'S
OPINION (WHICH MAY BE COUNSEL TO THE COMPANY) SATISFACTORY TO THE COMPANY
TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
Void after 5:00 p.m., Pacific Time, November 12, 2002.
SERIES 1997-A
WARRANT NUMBER 1
For the Purchase of 250,000 Shares of
Common Stock, No Par Value Per Share
GRIP TECHNOLOGIES, INC.
(a California corporation)
THIS CERTIFIES that, for value received, Sam G. Lindsay (the "Holder") as
registered owner of this Warrant, is entitled at any time or from time to time
at or after November 12, 1997, (the "Effective Date") and at or before 5:00
p.m., Pacific Time, November 12, 2002, but not thereafter, to subscribe for,
purchase and receive Two-Hundred-Fifty-Thousand (250,000) fully paid and
nonassessable shares of the common stock, no par value per share (the "Common
Stock"), of Grip Technologies, Inc., a California corporation (the "Company"),
at the price of $0.5625 per share of the Common Stock (the "Exercise Price")
upon presentation and surrender of this Warrant and upon payment of the Exercise
Price for such shares of the Common Stock to the Company or the Company's stock
transfer agent, if any; provided, however, that upon the occurrence of any of
the events specified in the Statement of Rights of Warrant Holders, a copy of
which is attached as Annex I hereto and by this reference made a part hereof,
the rights granted by this Warrant shall be adjusted as therein specified. Upon
exercise of this Warrant, the form of election hereinafter provided for must be
duly executed and the instructions for registration of the Common Stock acquired
by such exercise must be completed. If the subscription rights represented
hereby shall not be exercised at or before 5:00 p.m., Pacific Time, on November
12, 2002, this Warrant shall become and be void without further force and
effect, and all rights represented hereby shall cease and expire.
This Warrant may be assigned by the Holder in whole or in part to any
person or entity. Assignment shall be made by execution by the Holder of the
form of assignment hereinafter provided. In the event of any assignment made as
aforesaid, the Company or its stock transfer agent, upon request and upon
surrender of this Warrant by the Holder at the principal office of the Company
or at the office of the Company's stock transfer agent, if any, accompanied by
payment of all transfer taxes, if any, payable in connection therewith, shall
transfer this Warrant on the books of the Company and shall execute and deliver
a new Warrant or Warrants of like tenor to the appropriate assignee expressly
evidencing the right to purchase the aggregate number of shares of the Common
Stock purchasable hereunder or such portion of such aggregate number as shall be
contemplated by any such assignment.
This Warrant may be exercised or assigned in whole or in part. In the event
of the exercise or assignment hereof in part only, the Company shall cause to be
delivered to the holder a new Warrant of like tenor to this Warrant in the name
of the Holder evidencing the right of the Holder to purchase the number of
shares of the Common Stock purchasable hereunder as to which this Warrant has
not been exercised or assigned.
Notwithstanding anything in this Warrant or the Warrant Annex to the
contrary, in no event shall this Warrant (or the shares of the Common Stock
issuable upon full or partial exercise hereof) be assigned, transferred, offered
or sold except in conformity with the Securities Act of 1933, as amended, and
applicable state laws.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in
facsimile by its duly authorized officers and to be sealed in facsimile with the
seal of the Company this 12th day November, 1997. This Warrant is not valid
unless duly countersigned by the Company or the transfer agent, if any.
GRIP TECHNOLOGIES, INC.
[SEAL]
ATTEST: By: /s/ SAM G. LINDSAY
-------------------------
Sam G. Lindsay, President
By: /s/ JAMES E. McCORMICK III
---------------------------------
James E. McCormick III, Secretary
COUNTERSIGNED:
TRANSFER AGENT:
By:
---------------------------------
Authorized Signature
Form to be Used to assign Warrant Number 1:
ASSIGNMENT
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(To be executed by the registered Holder
to effect a transfer of all or part
of the within Warrant)
FOR VALUE RECEIVED, __________________________ does hereby sell, assign and
transfer unto __________________________ the right to purchase _________ shares
of the Common Stock of the Company evidenced by the within Warrant, and does
hereby irrevocably constitute and appoint _____________________ as attorney to
transfer such right on the books of the Company with full power of substitution
in the premises.
DATED this ____ day of ______________, ____.
SIGNATURE:
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Signature Guaranteed:
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NOTICE: The signature to this form to assign must correspond with the name as
written upon the face of the within Warrant in every particular,
without alteration or enlargement or any change whatsoever, and shall
be guaranteed by a bank, or by a trust company or by a firm having
membership on a registered national securities exchange or self
regulatory organization.
Form to be used to exercise Warrant Number 1:
THE UNDERSIGNED hereby elects irrevocably to exercise the within Warrant
and to purchase____________________________________________________shares of
Common Stock of the Company called for thereby, and hereby makes payment of
$__________________ (at the rate of $0.5625 per share of the Common Stock) in
payment of the Exercise price pursuant thereto. Please issue the shares of
Common Stock as to which this Warrant is exercised in accordance with the
instructions given below.
DATED this _________ day of __________________, _____.
SIGNATURE:
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Signature Guaranteed:
---------------------------------
INSTRUCTIONS FOR REGISTRATION OF STOCK:
Name:
-------------------------------------
(Print in Block Letters)
Address:
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NOTICE: The signature to this form to assign must correspond with the name as
written upon the face of the within Warrant in every particular,
without alteration or enlargement or any change whatsoever, and shall
be guaranteed by a bank, or by a trust company or by a firm having
membership on a registered national securities exchange or self
regulatory organization.
ANNEX I
TO
WARRANT SERIES 1997-A
GRIP TECHNOLOGIES, INC.
STATEMENT OF RIGHTS OF WARRANT HOLDER
1. Exchange of Warrants.
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The Warrant, at any time prior to the exercise thereof, upon
presentation and surrender to Grip Technologies, Inc. (the "Company") or the
Company's transfer agent, may be exchanged, alone or with other Warrants of like
tenor registered in the name of the same owner, for another Warrant or Warrants
of like tenor in the name of such owner or permissible assignee, exercisable for
the same aggregate number of shares of Common Stock as the Warrant or Warrants
surrendered.
2. Purchase and Exercise of Warrant.
--------------------------------
(a) In case the owner shall desire to exercise the purchase
right evidenced by the Warrant, the owner shall surrender the Warrant with the
form of subscription attached thereto duly executed by the owner to the Company
at the principal office of the Company, attention of the President, or at the
office of the Company's transfer agent, accompanied by payment of the total
Exercise Price (hereinafter defined). The Warrant may be exercised in whole or
in part. In case of the exercise thereof in part only, the Company will deliver
to the owner a new Warrant of like tenor in the name of the owner evidencing the
right to purchase the number of shares as to which the Warrant has not been
exercised. Each certificate for Warrant Stock issued hereunder shall bear a
legend reading substantially as follows (unless the Company receives an opinion
of counsel satisfactory to it that such a legend is not required) in order to
assure compliance with the Securities Act of 1933, as amended (the "1933 Act"):
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OR HYPOTHECATED
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE
SECURITIES UNDER SAID ACT OR A LAWYER'S OPINION (WHICH MAY BE
COUNSEL TO THE COMPANY) SATISFACTORY TO THE COMPANY TO THE
EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
(b) The Exercise Price per share of the Warrant Stock shall
be $0.5625 from the date of issue until November 12, 2002.
3. Disposition of Warrants or Warrant Stock.
-----------------------------------------
(a) The Warrant and all Warrant Stock issued hereunder may be disposed
of by the registered owner(s) or by any subsequent owner(s) only upon compliance
with the terms and conditions set forth in paragraphs 3(b) through 3(c)(ii)
hereof.
(b) The registered owner(s) of the Warrant agree(s) that the Warrant
will not thereafter be the subject of an offering by use of the mails or
instrumentalities of interstate commerce unless it is registered under the 1933
Act and applicable state law or it is qualified for an exemption form such
registration requirements.
(c) The registered owner(s) of the Warrant, by acceptance thereof,
agrees for himself (themselves) and any subsequent owner(s) that before any
disposition is made of any Warrant or Warrant Stock, the owner(s) shall give
written notice to the Company describing briefly the manner of any such proposed
disposition. No such disposition shall be made unless and until:
(i) The Company has received an opinion from counsel for the
owner(s) of the Warrant or Warrant Stock stating that no registration under the
1933 Act is required with respect to such disposition; or
(ii) A Registration Statement or Notification pursuant to
Regulation A under the 1933 Act has been filed by the Company and made effective
by the Commission covering such proposed disposition.
4. Share Dividends, Reclassification, Reorganization, Antidilution
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Provisions, Etc.
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(a) If, prior to the expiration of the Warrant by exercise or by its
terms, the Company shall issue any of its shares of Common Stock as a share
dividend or subdivide the number of outstanding shares of Common Stock into a
greater number of shares of Common Stock, then the Exercise Price per share of
Common Stock purchasable pursuant to the Warrant in effect at the time of such
action shall be proportionately reduced and the number of shares at the time
purchasable pursuant to the Warrant shall be proportionately increased; and,
conversely, if the Company shall contract the number of outstanding shares of
Common Stock by combining such shares into a smaller number of shares, then, in
such case, the Exercise Price per share of the Common Stock purchasable pursuant
to the Warrant in effect at the time of such action shall be proportionately
increased and the number of shares at the time purchasable pursuant to the
Warrant shall be proportionately decreased. If the Company shall, at any time
during the life of the Warrant declare a dividend payable in cash on its shares
of Common Stock and shall at substantially the same time offer to its
shareholders a right to purchase new shares of Common Stock from the proceeds of
such dividend or for an amount substantially equal to the dividend, all shares
of Common Stock so issued shall, for the purpose of the Warrant, be deemed to
have been issued as a share dividend. Any dividend paid or distributed upon the
shares of Common Stock in shares of any other class of securities convertible
into shares of Common Stock shall be treated as a dividend paid in shares of
Common Stock to the extent that shares of Common Stock are issuable upon the
conversion thereof.
(b) If, prior to the expiration of the Warrant by exercise or by its
terms, the Company shall be recapitalized by reclassifying its outstanding no
par value shares of Common Stock into
2
shares with a par value, or the Company or a successor corporation shall
consolidate or merge with or convey all or substantially all of its or of any
successor corporation's property and assets to any other corporation or
corporations (any such corporation being included within the meaning of the term
"successor corporation" used above in the event of any consolidation or merger
of any such corporation with, or the sale of all or substantially all of the
property of any such corporation with, or in the sale of all or substantially
all of the property of any such corporation to another corporation or
corporations), the holder of the Warrant shall thereafter have the right to
purchase, upon the basis and on the terms and conditions and during the time
specified in the Warrant, in lieu of the shares of Common Stock of the Company
theretofore purchasable upon the exercise of the Warrant, such shares,
securities or assets as may be issued or payable with respect to, or in exchange
for, the number of shares of Common Stock of the Company theretofore purchasable
upon the exercise of the Warrant had such recapitalization, consolidation,
merger, or conveyance not taken place, and in any such event, the rights of the
holder of the Warrant to an adjustment in the number of shares of Common Stock
purchasable upon the exercise of the Warrant as herein provided shall continue
and be preserved in respect to any shares, securities or assets which the holder
of the Warrant becomes entitled to purchase.
(c) If: (i) the Company shall take a record of the holders of
its shares of Common Stock for the purpose of entitling them to receive a
dividend payable otherwise than in cash, or any other distribution in respect of
the shares of Common Stock (including cash), pursuant to, without limitation,
any spin-off, split-off or distribution of the Company's assets; or (ii) the
Company shall take a record of the holders of its shares of Common Stock for the
purpose of entitling them to subscribe for or purchase any shares of any class
or to receive any other rights; or (iii) in the event of any classification,
reclassification or other reorganization of the shares which the Company is
authorized to issue, consolidation or merger of the Company with or into another
corporation, or conveyance of all or substantially all of the assets of the
Company; or (iv) in the event of the voluntary or involuntary dissolution,
liquidation or winding up of the Company; then, and in any such case, the
Company shall mail to the holder of the Warrant, at least thirty (30) days prior
thereto, a notice stating the date or expected date on which a record is to be
taken for the purpose of such dividend, distribution or rights, or the date on
which such classification, reclassification, reorganization, consolidation,
merger, conveyance, dissolution, liquidation, or winding up is to take place, as
the case may be. Such notice shall also specify the date or expected date, if
any is to be fixed, as to which holders of shares of Common Stock of record
shall be entitled to participate in such dividend, distribution or rights, or
shall be entitled to exchange their shares of Common Stock for securities or
other property deliverable upon such classification, reclassification,
reorganization, consolidation, merger, conveyance, dissolution, liquidation, or
winding up, as the case may be.
(d) If the Company, at any time while the Warrant shall remain
unexpired and unexercised, shall sell all or substantially all of its property,
dissolve, liquidate, or wind up its affairs, the holder of the Warrant may
thereafter receive upon exercise thereof, in lieu of each share of Common Stock
of the Company which it would have been entitled to receive, the same kind and
amount of any securities or assets as may be issuable, distributable or payable
upon any such sale, dissolution, liquidation, or winding up with respect to each
share of Common Stock of the Company.
5. Reservation of Shares Issuable on Exercise of Warrants.
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The Company will, at all times, reserve and keep available out of
its authorized shares, solely for issuance upon the exercise of the Warrant and
other similar Warrants, such number of
3
shares of Common Stock and other shares as from time to time shall be issuable
upon the exercise of the Warrant and all other similar Warrants at the time
outstanding.
6. Loss, Theft, Destruction or Mutilation.
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Upon receipt by the Company of evidence satisfactory to it (in the
exercise of its reasonable discretion) of the ownership of and the loss, theft,
destruction, or mutilation of the Warrant, the Company will execute and deliver,
in lieu thereof, a new Warrant of like tenor.
7. Warrant Holder Not a Shareholder.
--------------------------------
Any holder of the Warrant, as such, shall not be entitled by reason
of the Warrant to any rights whatsoever of a shareholder of the Company.
8. Mailing of Notices.
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All notices and other communications from the Company to the holder
of the Warrant shall be mailed by first class, certified mail, postage prepaid,
to the address furnished to the Company in writing by the holder of the Warrant.
DATED this twelfth day of November, 1997.
Grip Technologies, Inc.
[SEAL]
ATTEST: By: /s/ Sam G. Lindsay
-------------------------
Sam G. Lindsay, President
By: /s/ James E. McCormick III
---------------------------------
James E. McCormick III, Secretary