EXHIBIT 10.2
TANISYS TECHNOLOGY, INC.
WARRANT AGREEMENT
November 2, 1998
To the Subscribers whose names are set forth on EXHIBIT B hereto
Gentlemen:
Tanisys Technology, Inc., a Wyoming corporation (the "Company"), hereby
agrees to issue in connection with the private offering of its Promissory
Notes (the "Notes"), Class D Stock Purchase Warrants entitling the holders to
purchase an aggregate of 2,000,000 shares of common stock, no par value
("Common Stock"), each Warrant currently being equal to one share of Common
Stock of the Company, to be evidenced by an instrument in the form attached
hereto as EXHIBIT A (hereinafter referred to as the "Warrant," and the
Warrant and all instruments hereafter issued in replacement, substitution,
combination or subdivision thereof being hereinafter collectively referred to
as the "Warrants"). The number and character of shares of Underlying
Securities purchasable upon exercise of the Warrants are subject to
adjustment as provided in Section 6 below. The Warrants will be exercisable
by each Warrantholder as to all shares of Common Stock covered thereby at the
Purchase Price per share as defined below, at any time and from time to time
after December 1, 1998 and ending at 5:00 p.m., Austin time, on November 1,
2001.
1. DEFINITIONS.
As used herein, the following terms, unless the context otherwise
requires, shall have for all purposes hereof the following respective
meanings:
(a) The term "Act" refers to the Securities Act of 1933, as amended
from time to time.
(b) The term "Commission" refers to the Securities and Exchange
Commission.
(c) The term "Common Stock" refers to the Company's Common Stock, no
par value.
(d) The term "Other Securities" refers to any securities of the
Company or any other person (corporate or otherwise), any property
(including cash), and any right to
receive any securities or property that 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 hereof or otherwise; provided, however, that Other
Securities does not include cash dividends payable upon Common Stock or
Other Securities, which cash dividend was payable to holders of record
prior to the date of exercise of a Warrant.
(e) The term "Purchase Price" means $0.25 per share prior to August
1, 1999, $0.50 from August 2, 1999 to October 1, 2000 and $1.00 thereafter,
subject to adjustment as set forth in Subsection 6(a).
(f) The term "Underlying Securities" refers to the shares of Common
Stock and Other Securities issuable under this Warrant Agreement and the
Warrants pursuant to the exercise of the Warrants; provided, however, that
"Underlying Securities" does not include Common Stock or Other Securities,
the right to the purchase of which has been waived pursuant to Subsection
6(b) hereof.
(g) The term "Warrantholder" refers to the initial recipients of the
Warrants and any transferee or transferees thereof permitted by Section
3(a) below.
2. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to you as follows:
(a) EXISTENCE. The Company has been duly incorporated and is validly
existing as a corporation in good standing under the laws of its
jurisdiction of incorporation.
(B) CORPORATE AND OTHER ACTION. The Company has all requisite power
and authority (corporate and other), and has taken all necessary corporate
action, to authorize, execute, deliver and perform this Warrant Agreement;
to execute, issue, sell and deliver the Warrants and a certificate or
certificates evidencing the Warrants; to authorize and reserve for issuance
and, upon payment from time to time of the Purchase Price, to issue, sell
and deliver the shares of the Underlying Securities issuable upon exercise
of the Warrants; and to perform all of its obligations under this Warrant
Agreement and the Warrants. This Warrant Agreement has been duly executed
and delivered by the Company and is a legal, valid and binding agreement of
the Company enforceable in accordance with its terms. No authorization,
approval, consent or other order of any regulatory authority is required
for such authorization, issue or sale.
(c) NO VIOLATION. The execution and delivery of this Warrant
Agreement, the consummation of the transactions herein contemplated, and
the compliance with the terms and provisions of this Warrant Agreement and
of the Warrants will not conflict with, or result in a breach of, or
constitute a default or an event permitting acceleration
under, any statute, the Certificate of Incorporation, as amended, or the
Bylaws of the Company, or any indenture, mortgage, deed of trust, note,
bank loan, credit agreement, franchise, license, lease, permit or any
other agreement, understanding, instrument, judgment, decree, order,
statute, rule or regulation to which the Company is a party or by which
it is bound.
(d) VALIDITY. The Warrant, when delivered to you, will be duly
authorized, executed and delivered and will be a legal, valid and binding
obligation of the Company enforceable in accordance with its terms. The
shares of Underlying Securities of the Company, when delivered to you upon
payment of the Purchase Price, will be duly authorized and validly issued
and outstanding, fully paid and nonassessable, and free of preemptive
rights.
3. COMPLIANCE WITH THE ACT.
(a) PURCHASE FOR INVESTMENT; TRANSFERABILITY. You represent and
warrant to the Company that the Warrants and the shares of Underlying
Securities are being acquired for investment and not with a view to the
distribution or resale thereof. You agree that the Warrants and the
Underlying Securities may not be transferred, sold, assigned or
hypothecated, except pursuant to a registration statement that has become
effective under the Act, setting forth the terms of such offering, the
underwriting discount and commissions and any other pertinent data with
respect thereto, unless you have provided the Company with an opinion of
counsel reasonably acceptable to the Company that such registration is not
required.
(b) LEGEND. Each certificate representing Underlying Securities
shall be imprinted with 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 "ACT"),
OR UNDER ANY APPLICABLE STATE SECURITIES LAWS AND ARE "RESTRICTED
SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE ACT.
NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED FOR SALE,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE
SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH
COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COUNSEL FOR
THIS CORPORATION, IS AVAILABLE.
(c) Unless the content otherwise requires, references in this Section
3 to "you" or "your" shall mean and include a Warrantholder or a holder of
Underlying Securities, as the case may be.
4. EXERCISE OF WARRANTS.
Warrants may only be exercised in full by the Warrantholder by
surrender of the Warrant, with the form of subscription at the end thereof duly
executed by such Warrantholder, to the Company at its principal executive
offices, accompanied by certified or bank cashier's check payable to the order
of the Company in the full amount obtained by multiplying the number of shares
represented by the respective Warrant or Warrants by the Purchase Price per
share.
5. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE.
Any exercise of the Warrants pursuant to Section 4 hereof shall be
deemed to have been effective immediately prior to the close of business on the
date on which the Warrants with the subscription form and the check for the
aggregate Purchase Price shall have been received by the Company; except that
the Company shall not be required to open its stock transfer books in order to
effect an exercise, and the effective time in such event shall be the date the
stock transfer books are reopened. At such time, the person or persons in whose
name or names any certificate or certificates for shares of Underlying
Securities shall be issuable upon such exercise shall be deemed to have become
the holder or holders of record of the shares of Underlying Securities so
purchased. As soon as practicable after the exercise of any Warrant, 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 purchasing
Warrantholder, a certificate or certificates for the number of fully paid and
nonassessable shares of the Underlying Securities to which such Warrantholder
shall be entitled upon such exercise, plus in lieu of any fractional share to
which such Warrantholder would otherwise be entitled, cash in an amount
determined pursuant to Subsection 7(h) hereof. Such certificate shall contain
the legend required by Subsection 3(b) hereof.
6. ANTI-DILUTION PROVISIONS.
The Warrants are subject to the following terms and conditions during
the term thereof:
(a) STOCK DISTRIBUTIONS, SPLITS AND COMBINATIONS; ADJUSTMENTS. In
case of (i) the outstanding shares of Common Stock (or Other Securities)
shall be subdivided into a greater number of shares, (ii) a non-cash
dividend in Common Stock (or Other Securities) shall be paid in respect of
Common Stock (or Other Securities), or (iii) the outstanding shares of
Common Stock (or Other Securities) shall be combined in to a smaller number
of shares thereof, the number of shares of Underlying Securities subsequent
to such subdivision or combination or at the record date of such dividend
or distribution shall simultaneously with the effectiveness of such
subdivision or combination or immediately after the record date of such
dividend or distribution be equal to the number of shares of Common Stock
and Other Securities a holder would have owned and had a right to receive
as a result of such subdivision, combination, dividend or distribution if
such
holder had actually held of record immediately prior to the
effectiveness of such subdivision or combination or immediately prior to
the record date of such dividend or distribution the number of shares of
Underlying Securities purchasable immediately prior to the effectiveness
of such subdivision or combination or the record date of such dividend
or distribution.
(b) REORGANIZATIONS AND RECAPITALIZATIONS. In case the Company shall
be reorganized or recapitalized by reclassifying its outstanding Common
Stock (or Other Securities) without par value to stock with par value,
then, as a condition of such reorganization or recapitalization, as the
case may be, immediately after the effective time of such reorganization or
recapitalization, each Warrantholder shall thereafter have the right to
purchase, upon the terms and conditions specified herein, the number of
shares of Underlying Securities that a holder would have owned and had the
right to receive as a result of such reorganization or recapitalization if
such holder had held of record the number of shares of Underlying
Securities immediately prior to such reorganization or recapitalization.
If any 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 Common Stock and Other
Securities shall be entitled to receive stock, securities or assets with
respect to or in exchange for Common Stock and Other Securities, then, as a
condition of such consolidation, merger or sale, immediately after the
effective time of such consolidation, merger or sale, the Warrantholders
shall thereafter, subject to the last sentence of this Subsection, have the
right to purchase and receive upon the basis and upon the terms and
conditions specified in this Warrant Agreement, the number of shares of
Underlying Securities that a holder would have owned and had a right to
receive as a result of such consolidation, merger or sale if such holder
had actually held of record immediately prior to such consolidation, merger
or sale the number of shares of Underlying Securities purchasable
immediately prior to such consolidation, merger or sale. If the Company is
merged into or consolidated with another corporation under circumstances
where the Company is not the surviving corporation or where the Company
will be a wholly owned subsidiary of another corporation (except where such
merger or consolidation is effected merely in order to recapitalize or
reincorporate the Company), or if the Company sells or otherwise disposes
of all or substantially all of its property or assets to another
corporation, all outstanding Warrants may be canceled by the Board of
Directors of the Company as of the effective date of any such merger,
consolidation or sale, provided that (i) written notice of such
cancellation is given to each holder of a Warrant not later than 30 days
prior to such effective date and (ii) each holder of a Warrant shall have
the right to exercise such Warrant in full during the said 30-day period
preceding the effective date of such merger, consolidation or sale.
(c) EFFECT OF DISSOLUTION OR LIQUIDATION. In case the Company shall
dissolve or liquidate all or substantially all of its assets, all rights
under this Warrant Agreement and the Warrants shall terminate as of the
date upon which a certificate of dissolution or liquidation shall be filed
with the Secretary of State of Wyoming (or, if the Company theretofore
shall have been merged or consolidated with a corporation incorporated
under
the laws of another state, the state of incorporation on the date
upon which action of equivalent effect shall have been taken); provided,
however, that (i) no dissolution or liquidation shall affect the rights
under Subsection (b) hereof of any Warrantholder and (ii) if the Company's
Board of Directors shall propose to dissolve or liquidate the Company, each
Warrantholder shall be given written notice of such proposal at the earlier
of (i) the time when the Company's shareholders are first given notice of
the proposal or (ii) the time when notice to the Company's shareholders is
first required.
(d) NOTICE OF CHANGE OF UNDERLYING SECURITIES. Whenever the number
of shares of Underlying Securities or the kind or amount of securities or
assets purchasable pursuant to the Warrants shall be adjusted pursuant to
any of the provisions of this Warrant Agreement, or the number of shares of
Underlying Securities or the kind or amount of securities or assets
receivable upon conversion of Underlying Securities shall be adjusted
pursuant to the terms thereof, the Company shall forthwith thereafter cause
to be sent to each Warrantholder a notice setting forth such adjustment and
also setting forth in detail the facts requiring such adjustments.
7. FURTHER COVENANTS OF THE COMPANY.
(a) DILUTION OR IMPAIRMENTS. The Company will not, by amendment of
its certificate of incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities, or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of the Warrant or of this Warrant
Agreement, but will at all times in good faith assist in the carrying out
of all such terms and in the taking of all such action as may be necessary
or appropriate in order to protect the rights of the Warrantholders against
dilution or other impairment. Without limiting the generality of the
foregoing, the Company:
(i) shall at all times reserve and keep available, solely for
issuance and delivery upon the exercise of the Warrants, all shares of
the Underlying Securities from time to time issuable upon the exercise
of the Warrants and shall use its best efforts to ensure that the par
value per share, if any, of the Underlying Securities is at all times
equal to or less than the then effective Purchase Price per share of
Underlying Securities; and
(ii) will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of Common Stock and Other
Securities upon the exercise of the Warrants from time to time
outstanding.
(b) TITLE TO STOCK. All shares of the Underlying Securities
delivered upon the exercise of the Warrants shall be validly issued, fully
paid and nonassessable; each holder of a Warrant shall receive good and
marketable title to the Underlying Securities, free and clear of all voting
and other trust arrangements, liens, encumbrances, equities and claims
whatsoever; and the Company shall have paid all taxes, if any, in respect
of the issuance
thereof.
(c) LISTING ON SECURITIES EXCHANGES; REGISTRATION. If the Company at
any time shall list any Common Stock on any national securities exchange,
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 included in the
Underlying Securities from time to time issuable upon the exercise of the
Warrants or upon conversion of Underlying Securities, and the Company will
so list on any national securities exchange, will so register, and will
maintain such listing of, any Other Securities if and at the time that any
securities of such class shall be listed on such national securities
exchange by the Company. You shall have no right to require the Company to
register the Warrants or the shares of Common Stock underlying the
Warrants.
(d) REMEDIES. The Company stipulates that the remedies at law of the
Warrantholder or any holder of Underlying Securities 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 Agreement or the Warrants
are not and will not be adequate and that such terms may be specifically
enforced by a decree of the specific performance of any agreement contained
herein or in the Warrants or by an injunction against a violation of any of
the terms hereof or thereof or otherwise.
(e) EXCHANGE OF WARRANTS. Subject to Subsection 3(a) hereof, upon
surrender or exchange of any Warrant to the Company, the Company at its
expense will promptly issue and deliver to or upon the order of the holder
thereof a new Warrant of like tenor, in the name of such holder or as such
holder (upon payment by such Warrantholder of any applicable transfer
taxes) may direct, calling in the aggregate for the purchase of the number
of shares of the Underlying Securities called for on the face or faces of
the Warrant or Warrants so surrendered. The Warrants and all rights
thereunder are transferable in whole or in part upon the books of the
Company by the registered holder thereof subject to the provisions of
Subsection 3(a) hereof, in person or by duly authorized attorney, upon
surrender of the Warrant, duly endorsed, at the principal office of the
Company.
(f) 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 such mutilation, upon surrender
and cancellation of such Warrant, the Company, at the expense of the
Warrantholder, will execute and deliver, in lieu thereof, a new Warrant of
like tenor.
(g) REPORTING BY THE COMPANY. The Company agrees that during the
term of the Warrants and as long as you hold Underlying Securities, it will
use its best efforts to keep current in the filing of all forms and other
materials, if any, which it may be required
to file with the appropriate regulatory authority pursuant to the
Exchange Act and all other forms and reports required to be filed with
any regulatory authority having jurisdiction over the Company.
(h) FRACTIONAL SHARES. No fractional shares of Underlying Securities
are to be issued upon the exercise of any Warrant, but the Company shall
pay a cash adjustment in respect of any fraction of a share that would
otherwise be issuable in an amount equal to such fraction multiplied by the
closing market price per share of Underlying Securities on the day of
exercise, as determined by the closing bid and asked price regular way on
the principal national securities exchange on which the Underlying
Securities is listed or admitted to trading, or if not listed or admitted
to trading on any national securities exchange, the average of the highest
reported bid and lowest reported asked price over the preceding 30-day
period as furnished by the National Quotation Bureau Incorporated;
provided, however, that if the Underlying Securities are not traded in such
manner that the quotations referred to herein are available, the market
price shall be deemed to be the fair market value of such Underlying
Securities as reasonably determined by the Board of Directors.
8. OTHER WARRANTHOLDERS.
The Warrants are issued upon the following terms, to all of which each
holder or owner thereof by the taking thereof consents and agrees: (a) any
person who shall become a transferee, within the limitations on transfer imposed
by Subsection 3(a) hereof, shall take such Warrant subject to the provisions of
Subsection 3(a) hereof and the other provisions hereof and thereupon shall be
authorized to represent himself as absolute owner thereof and, subject to the
restrictions contained in this Warrant Agreement, shall be empowered to transfer
absolute title by endorsement and delivery thereof to a permitted bonafide
purchaser for value; (b) each prior taker or owner waives and renounces all of
his equities or rights in such Warrant in favor of each such permitted bonafide
purchaser, and each such permitted bonafide purchaser shall acquire absolute
title thereto and to all rights presented thereby; (c) until such time as the
respective Warrant is transferred on the books of the Company, the Company may
treat the registered holder thereof as the absolute owner thereof for all
purposes, notwithstanding any notice to the contrary; and (d) all references to
the words "you" and "your" in this Warrant Agreement shall be deemed to apply
with equal effect to any person to whom a Warrant has been transferred in
accordance with the terms hereof, and where appropriate, to any person holding
shares of the Underlying Securities.
9. MISCELLANEOUS.
All notices, certificates, and other communications from or at the request
of the Company to any Warrantholder shall be mailed by first class, registered,
or certified mail, postage prepaid, to the address set forth herein, to such
address as may have been furnished to the Company in writing by such
Warrantholder, or, if no notice of transfer has been received by the Company, to
the address of the last holder of such Warrant. This Warrant Agreement and any
of the terms hereof may be changed, waived, discharged, or terminated only
pursuant to Subsection 6(b)
hereof or by an instrument in writing signed by the Company and the holders
of Warrants to purchase in excess of 50% of the Underlying Securities then
subject to purchase pursuant to the Warrants. This Warrant Agreement shall
be construed and enforced in accordance with and governed by the internal
laws of the State of Wyoming. The headings in this Warrant Agreement are for
purpose of reference only and shall not limit or otherwise affect any of the
terms hereof. This Warrant Agreement, together with the forms of instruments
annexed hereto as EXHIBIT A, constitutes the full and complete agreement of
the parties hereto with respect to the subject matter hereof.
THIS WARRANT AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE
PARTIES WITH RESPECT TO THE WARRANT AND MAY NOT BE CONTRADICTED BY EVIDENCE
OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
executed as of the 2nd day of November, 1998 by its proper corporate officers,
thereunto duly authorized.
TANISYS TECHNOLOGY, INC.
By:
Charles T. Comiso
Chief Executive Officer and President
CONFIRMED:
SIGNATURE
Printed Name:
Title (if applicable):
SIGNATURE
Printed Name:
Title (if applicable):
(Each co-owner or joint owner must sign.)
EXHIBIT A
NEITHER THIS WARRANT NOR THE SECURITIES THAT MAY BE PURCHASED PURSUANT TO
THIS WARRANT HAVE BEEN REGISTERED WITH OR APPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE. THIS WARRANT AND THE
SECURITIES THAT MAY BE PURCHASED PURSUANT TO THIS WARRANT ARE BEING OFFERED
AND SOLD IN RELIANCE UPON CERTAIN EXEMPTIONS AFFORDED BY SUCH ACTS AND MAY
NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACTS OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.
Warrant No. D-___
TANISYS TECHNOLOGY, INC.
CLASS D STOCK PURCHASE WARRANT
THIS IS TO CERTIFY THAT _________________, or his/its registered
assigns, is entitled to purchase (i) at any time or from time to time after
December 1, 1998 until 5:00 p.m., Austin time, on August 1, 1999, _________
shares of common stock, no par value ("Common Stock"), of Tanisys Technology,
Inc., a Wyoming corporation (the "Company"), at a Purchase Price of $0.25 per
share, (ii) from August 2, 1999 until 5:00 p.m., Austin time, on October 1,
2000 at a Purchase Price of $0.50 per share or (iii) from October 2, 2000
until 5:00 p.m., Austin time, on November 1, 2001. The number of shares of
Common Stock exercisable under this Warrant is subject to adjustment pursuant
to Section 6 of the Warrant Agreement (defined below). This Warrant is
issued pursuant to a Warrant Agreement, dated as of November 2, 1998 (the
"Warrant Agreement"), between the Company and certain subscribers, and all
rights of the holder of this Warrant are subject to the terms and provisions
of the Warrant Agreement, copies of which are available for inspection at the
offices of the Company.
TRANSFER OF THIS WARRANT IS RESTRICTED AS PROVIDED IN THE WARRANT
AGREEMENT. Subject to the rules and regulations of the Securities and
Exchange Commission, the Securities Act of 1933, as amended, and the Warrant
Agreement, this Warrant and all rights hereunder are transferable at the
principal executive offices of the Company, by the holder hereof in person or
by his or its duly authorized attorney, upon surrender of this Warrant,
together with the Assignment hereof duly endorsed. Until transfer hereof on
the books of the Company, the Company may treat the registered holder as the
owner hereof for all purposes.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
and its corporate seal to be hereunto affixed in Austin, Texas by its proper
corporate officers thereunto duly authorized on this the 2nd day of November,
1998.
TANISYS TECHNOLOGY, INC.
By: /s/ Charles T. Comiso
--------------------------------------
Charles T. Comiso
Chief Executive Officer and President
FORM OF SUBSCRIPTION
(To be signed only upon exercise of Warrant)
To Tanisys Technology, Inc.:
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 Common Stock of Tanisys
Technology, Inc. and herewith makes payment of $____________ therefor, and
requests that the certificate or certificates for such shares be issued in
the name of and delivered to the undersigned.
Dated:______________, _______
- -------------------------------------------
(Signature must conform in all respects to
name of holder as specified on the face of
the within Warrant)
(Address)
FORM OF ASSIGNMENT
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns and transfers
unto ______________________ the right represented by the within Warrant to
purchase ____________ shares of Common Stock of Tanisys Technology, Inc. to
which the within Warrant relates, and appoints _______________________
Attorney to transfer such right on the books of Tanisys Technology, Inc. with
full power of substitution in the premises.
The undersigned represents and warrants that the transfer of the within
Warrant is permitted by the terms of the Warrant Agreement pursuant to which
the within Warrant has been issued, and the Assignee hereof, by his
acceptance of this Assignment, represents and warrants that he is familiar
with the terms of said Warrant Agreement and agrees to be bound by the terms
thereof with the same force and effect as if a signatory thereto. Acceptance
of the Warrant by Assignee shall constitute acceptance of those terms and
conditions.
Dated:_________________, ______
Signed in the presence of: Assignor:
(Signature must conform in all respects to
name of holder as specified on the face of
the within Warrant)
Assignee:
Address of Assignee:
Tax ID No.: