EXHIBIT 10.33
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED OR PLEDGED BY ANY PERSON, UNLESS (1) EITHER (A) A REGISTRATION WITH
RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE
CORPORATION SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS
AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE
SECURITIES OR "BLUE SKY" LAWS.
DATAMETRICS CORPORATION
COMMON STOCK PURCHASE WARRANT
December 30, 2005
Datametrics Corporation, a Delaware corporation (the "Corporation"),
hereby certifies that, for value received, SG DMTI CAPITAL LLC or any subsequent
holder hereof (the "Holder"), is entitled, subject to the terms set forth below,
to purchase from the Corporation from time to time at or before 5:00 p.m. New
York City time on December 30, 2015 that number of fully paid and nonassessable
shares of Common Stock (the "Warrant Shares"), with a par value of $0.01 per
share, of the Corporation as is equal to the Warrant Number (as hereinafter
defined), at a purchase price per share of $0.01 (the "Purchase Price"). This
Warrant is subject to adjustment as provided herein.
As used herein the following terms, unless the context otherwise requires,
have the following respective meanings:
(a) The term "Common Stock" includes (i) the Corporation's Common Stock,
with a par value of $0.01 per share, as authorized on the date hereof, (ii) any
other capital stock of any class or classes (however designated) of the
Corporation, authorized on or after such date, the holders of which shall have
the right, without limitation as to amount per share, either to all or to a
share of the balance of current dividends and liquidating distributions after
the payment of dividends and distributions on any shares entitled to preference
in the payment thereof, and (iii) any other securities into which or for which
any of the securities described in (i) or (ii) above may be converted or
exchanged pursuant to a plan of recapitalization, reorganization, merger, sale
of assets or otherwise.
(b) The term "Corporation" shall include Datametrics Corporation, and any
corporation that shall succeed to, or assume the obligations of, the Corporation
hereunder.
(c) The term "Other Securities" refers to any class of stock (other than
Common Stock) and other securities of the Corporation or any other person
(corporate or otherwise) which the Holder at any time shall be entitled to
receive, or shall have received, on the exercise of this Warrant, 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 5 or otherwise.
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(d) The term "Warrant Number" shall mean the number of shares of Common
Stock of the Corporation for which this Warrant may be exercised, which
initially is 386,314,860 and is subject to adjustment as provided hereof.
1. Exercise of Warrant.
1.1 Exercise. This Warrant may be exercised at any time and from
time to time, in whole or in part, by the Holder by surrender of this
Warrant, with the form of subscription at the end hereof duly executed by
the Holder, to the Corporation at its principal office, accompanied by
payment, in U.S. dollars, via wire transfer or by certified or official
bank check payable to the order of the Corporation, in the amount obtained
by multiplying the number of shares of Common Stock designated by the
Holder in the subscription at the end hereof by the Purchase Price. On any
such partial exercise, the Corporation at its expense will forthwith issue
and deliver to or upon the order of the Holder a new Warrant or Warrants
of like tenor, or by such other means as permitted hereby, in the name of
the Holder or as the Holder (upon payment by the 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 for which such Warrant or
Warrants may still be exercised.
1.2 Payment by Surrender of Notes. Notwithstanding the payment
provisions of Section 1.1, all or part of the payment due upon exercise of
this Warrant in full or in part may be made by the surrender by the Holder
to the Corporation of any promissory notes or other obligations issued by
the Corporation. All payments hereunder by Holder will first applied to
reduce any unpaid interest that is due on such notes and obligations and
then to reduce the principal amount thereof. Such notes and obligations so
surrendered shall be credited against such payment in an amount equal to
the principal amount thereof plus premium (if any) and accrued interest to
the date of surrender; provided, however, that the Holder may exercise
this Warrant via fax delivery to the Corporation, so long as the original
of the applicable promissory notes are delivered to the Corporation within
three business days thereafter.
1.3 Corporation Acknowledgment. The Corporation will, at the time of
the exercise of this Warrant, upon the request of the Holder acknowledge
in writing its continuing obligation to afford to the Holder any rights to
which the Holder shall continue to be entitled after such exercise in
accordance with the provisions of this Warrant. If the Holder shall fail
to make any such request, such failure shall not affect the continuing
obligation of the Corporation to afford to the Holder any such rights.
1.4 Trustee for the Holder. In the event that a bank or trust
company shall have been appointed as trustee for the Holder, such bank or
trust company shall have all the powers and duties of a warrant agent
appointed pursuant to Section 14 and shall accept, in its own name for the
account of the Corporation or such successor person as may be entitled
thereto, all amounts otherwise payable to the Corporation or such
successor, as the case may be, on exercise of this Warrant pursuant to
this Section 1.
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2. 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 ten (10) days thereafter (and three
(3) days if the Corporation is publicly owned at such time), the
Corporation 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, or as the Holder (upon payment by the
Holder of any applicable transfer taxes) may direct, a certificate
or certificates for the number of fully paid and nonassessable
shares of Common Stock (or Other Securities) to which the Holder
shall be entitled on such exercise, plus, in lieu of any fractional
share to which the 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 the Holder is
entitled upon such exercise pursuant to Section 1 or otherwise. In
the event the certificate is not delivered within the time stated
herein, the Corporation shall incur a per diem penalty equal to
fifteen percent (15%) per annum of the fair market amount of the
stock sought to be exercised.
3. Adjustment for Dividends in Other Stock, Property, etc.;
Reclassification, etc. In case at any time or from time to time, the
holders of Common Stock (or Other Securities) in their capacity as
such shall have received, or (on or after the record date fixed for
the determination of shareholders 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 (excluding cash dividends payable solely out of
earnings or earned surplus of the Corporation), or
(c) other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate
rearrangement,
other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock-split, adjustments in respect of which are provided
for in Section 5.3, then and in each such case the Holder, on the exercise
hereof as provided in Section 1, 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 3) which Holder would hold on the
date of such exercise if on the date hereof it had been the holder of record of
the maximum number of Warrant Shares issuable upon the exercise of this Warrant
and had thereafter, during the period from the date hereof to and including the
date of such exercise, retained such shares and all such other or additional
stock and other securities and property (including cash in the cases referred to
in subdivisions (b) and (c) of this Section 3) receivable by him as aforesaid
during such period, giving effect to all adjustments called for during such
period by Sections 4 and 5.
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4. Adjustment for Reorganization, Consolidation, Merger, etc.
4.1 Reorganization, Consolidation, Merger, etc. In case at any time
or from time to time, the Corporation shall (a) effect a reorganization,
(b) consolidate with or merge into any other person, or (c) transfer all
or substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Corporation,
then, in each such case, the Holder, on the exercise hereof as provided in
Section 1 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 receive, in lieu of the Common Stock (or Other
Securities) issuable on such exercise prior to such consummation or such
effective date, the stock and other securities and property (including
cash) to which the Holder would have been entitled upon such consummation
or in connection with such dissolution, as the case may be, if the Holder
had so exercised this Warrant, immediately prior thereto, all subject to
further adjustments as provided in Sections 3, 4 and 5. The Corporation
hereby covenants that any purchaser of all or substantially all of the
Corporation's assets must affirmatively assume this Warrant as well.
4.2 Dissolution. In the event of any dissolution of the Corporation
following the transfer of all or substantially all of its properties or
assets, the Corporation, prior to such dissolution, shall at its expense
deliver or cause to be delivered the stock and other securities and
property (including cash, where applicable) receivable by Holder after the
effective date of such dissolution pursuant to this Section 4 to the
Holder or its designated representative.
4.3 Continuation of Terms. Upon any reorganization, consolidation,
merger, or transfer (and any dissolution following any transfer) referred
to in this Section 4, 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 on the exercise of this Warrant, after
the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, 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
Corporation, whether or not such person shall have expressly assumed the
terms of this Warrant as provided in Section 6.
5. Anti-Dilution Adjustment.
5.1 General. The Warrant Number shall be subject to adjustment from
time to time as hereinafter provided.
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5.2 Dividends of Common Stock, Options or Convertible
Securities. In the event that the Corporation shall declare a
dividend or make any other distribution upon any stock of the
Corporation payable in Common Stock, Options or Convertible
Securities, any Common Stock, Options or Convertible Securities, as
the case may be, issuable in payment of such dividend or
distribution shall be deemed to have been issued or sold without
consideration; provided, however, that this Section 5.2 shall not
apply to a stock split of the Common Stock payable in the form of a
dividend, for which event adjustment shall be made pursuant to
Section 5.3.
5.3 Stock Splits and Reverse Splits. In the event that the
Corporation shall at any time either subdivide its outstanding
shares of Common Stock into a greater number of shares or effect a
stock split of its Common Stock payable in the form of a dividend,
the Purchase Price in effect immediately prior to such subdivision
shall be proportionately reduced and the Warrant Number purchasable
pursuant to this Warrant immediately prior to such subdivision shall
be proportionately increased, and conversely, in the event that the
outstanding shares of Common Stock of the Corporation shall at any
time be combined into a smaller number of shares, the Purchase Price
in effect immediately prior to such combination shall be
proportionately increased and the Warrant Number in effect
immediately prior to such combination shall be proportionately
reduced. Except as provided in this subsection 5.3 no adjustment in
the Purchase Price and no change in the Warrant Number shall be made
under this Section 5 as a result of or by reason of any such
subdivision or combination.
5.4 Record Date as Date of Issue or Sale. In the event that at
any time the Corporation shall take a record of the holders of its
Common Stock for the purpose of entitling them (i) to receive a
dividend or other distribution payable in Common Stock, Options or
Convertible Securities, or (ii) to subscribe for or purchase Common
Stock, Options or Convertible Securities, then such record date
shall be deemed to be the date of the issue or sale of the shares of
Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as
the case may be.
5.5 Treasury Stock. The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the account
of the Corporation, and the disposition of any such shares (other than
their cancellation without reissuance) shall be considered an issue or
sale of Common Stock for the purposes of this Section 5.
6. No Dilution or Impairment. The Corporation will not, by
amendment of its Restated 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 this Warrant, 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 Holder against dilution or other impairment.
Without limiting the generality of the foregoing, the Corporation
(a) will not increase the par value or stated value of any shares of
stock receivable on the exercise of this Warrant above the amount
payable therefor on such exercise, (b) will take all such action as
may be necessary or appropriate in order that the Corporation may
validly and legally issue fully paid and nonassessable shares of
stock on the exercise of this Warrant from time to time, and (c)
will not transfer all or substantially all of its properties and
assets to any other person (corporate or otherwise), or consolidate
with or merge into any other person or permit any such person to
consolidate with or merge into the Corporation (if the Corporation
is not the surviving person), unless such other person shall
expressly assume in writing and become bound by all the terms of
this Warrant.
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7. Certificate as to Adjustments. In each case of any
adjustment or readjustment in the shares of Common Stock (or Other
Securities) issuable on the exercise of this Warrant, the
Corporation will promptly compute such adjustment or readjustment in
accordance with the terms of this Warrant and prepare a certificate
setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or
receivable by the Corporation for any additional shares of Common
Stock (or Other Securities) issued or sold or deemed to have been
issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the
Purchase Price and the Warrant Number in effect immediately prior to
such issue or sale and as adjusted and readjusted as provided in
this Warrant. The Corporation will forthwith deliver a copy of such
certificate to the Holder of this Warrant, and will, on the written
request at any time of the Holder of this Warrant, furnish to such
Holder a like certificate setting forth the Purchase Price and the
Warrant Number at the time in effect and showing how it was
calculated.
8. Notices of Record Date, etc. In the event of:
(a) any taking by the Corporation 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 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 any capital reorganization of the Corporation, any reclassification or
recapitalization of the capital stock of the Corporation or any transfer
of all or substantially all the assets of the Corporation to or
consolidation or merger of the Corporation with or into any other person,
or
(b) any voluntary or involuntary dissolution, liquidation or
winding-up of the Corporation, or
(c) any proposed issue or grant by the Corporation 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 this Warrant),
then and in each such event the Corporation will deliver or cause to be
delivered to the holder of this Warrant a notice specifying (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, and stating 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 is to be fixed, 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 on 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 is to be
offered or made. Such notice shall be delivered at least twenty (20) days
prior to the date specified in such notice on which any such action is to
be taken.
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9. Registration Rights. The Holder shall be entitled to all
the rights set forth in that certain Registration Rights Agreement
(as the same may be amended from time to time), dated as of December
30, 2005 between the Corporation and the Holder. The Corporation and
the Holder further agree that for the purposed of said registration
Rights Agreement, the Warrant Shares are "Registrable Shares", as
that term is defined in the Registration Rights Agreement.
10. Transferability. This Warrant may be transferred by the
Holder to any person or entity provided that such transfer complies
with all applicable securities laws. Such transfer may be made
without any restrictions other than compliance with all applicable
securities laws and the requirement as to the legend. Upon transfer
of this Warrant, the transferee, by accepting this Warrant, agrees
to be bound by the provisions, terms, conditions, and limitations of
this Warrant.
11. Representations and Warranties. The Corporation hereby
represents and warrants to the Holder as follows:
11.1 (1) The Corporation has the requisite corporate power and
authority to enter into this Warrant, (2) the execution and delivery of
this Warrant by the Corporation has been duly authorized by the
Corporation's Board of Directors and no further consent or authorization
is required by the Corporation, its Board of Directors or its
stockholders, (3) this Warrant has been duly executed and delivered by the
Corporation, (4) this Warrant constitutes the valid and binding obligation
of the Corporation, enforceable against the Corporation in accordance with
its terms, except as such enforceability may be limited by (a) laws
relating to the availability of specific performance, injunctive relief or
other general principles of equity (whether or not such relief is sought
at law or equity), (b) applicable bankruptcy, insolvency, reorganization,
moratorium, liquidation or similar laws relating to, or affecting
generally, the enforcement of creditors' rights and remedies and (c)
limitations imposed by applicable federal and state securities laws upon
the enforcement of the indemnification provisions herein, (5) the
Corporation is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware, (6) the Corporation has
all requisite corporate power and authority to own and operate its
property and assets and to conduct its business as now conducted and
proposed to be conducted and to consummate the transactions contemplated
hereby, (7) the Corporation is duly qualified to conduct its business and
is in good standing in each jurisdiction in which the character of the
properties owned or leased by it, or in which the transaction of its
business makes such qualification necessary, except where such failure to
qualify would not have a material adverse effect on the business,
properties, assets, operations, condition, financial or otherwise,
performance or prospects of the Corporation (a "Material Adverse Effect")
and (8) there is no pending or, to the Corporation's knowledge, threatened
action or proceeding affecting the Corporation before any governmental
agency or arbitrator which challenges or relates to this Warrant or which
may otherwise have a Material Adverse Effect.
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11.2 This Warrant is validly issued and free from any taxes, liens
and encumbrances in respect of the issue thereof and is not subject to
preemptive rights or other similar rights of stockholders of the
Corporation. The Warrant Shares have been duly authorized and validly
reserved for issuance and, upon issuance in accordance with the Restated
Certificate of Incorporation and the Bylaws of the Corporation, will be
validly issued, fully paid and nonassessable, free of any taxes, liens and
encumbrances related to the issuance thereof and not subject to any
preemptive rights or similar rights of stockholders.
11.3 Assuming that the Holder is an accredited investor under
applicable law and is acquiring this Warrant for its own account, for
investment purposes and not with a view to any distribution hereof, the
offer, sale and issuance of this Warrant is exempt from the registration
requirements of the 1933 Act and from the registration requirements of the
applicable state securities laws.
11.4 The issuance, execution and delivery of this Warrant by the
Corporation and the issuance of Common Stock upon the exercise hereof will
not result in any violation of the Corporation's Restated Articles of
Incorporation or Bylaws (each as currently in effect), or violate or be in
conflict with, result in a breach of or constitute, with or without the
passage of time and giving of notice, a default under any instrument,
judgment, order, writ, decree or contract, statute, rule or regulation to
which the Corporation is subject and a violation of which would have a
Material Adverse Effect on the condition, financial or otherwise, or
operations of the Corporation or result in the creation of any lien,
charge or encumbrance upon any material assets of the Corporation or the
suspension, revocation, impairment, forfeiture or non-renewal of any
material permit, license, authorization or approval applicable to the
Corporation, its business or operations, or any of its assets or
properties. The Corporation is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any
court or government or regulatory or self-regulatory agency in order for
it to (A) issue, execute or deliver this Warrant, or (B) issue the Warrant
Shares upon the exercise hereof.
12. Exchange of Warrant. On surrender for exchange of this
Warrant, properly endorsed, to the Corporation, the Corporation at
its expense will issue and deliver to or on the order of the Holder
a new Warrant of like tenor, in the name of the Holder or as the
Holder (on payment by such holder of 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 of
this Warrant so surrendered.
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13. Replacement of Warrant. On receipt of evidence reasonably
satisfactory to the Corporation of the loss, theft, destruction or
mutilation of this Warrant and, in the case of any such loss, theft
or destruction of this Warrant, on delivery of an indemnity
agreement or security reasonably satisfactory in form and amount to
the Corporation or, in the case of any such mutilation, on surrender
and cancellation of such Warrant, the Corporation at its expense
will execute and deliver, in lieu thereof, a new Warrant of like
tenor.
14. Warrant Agent. The Corporation may, by written notice to
the holder of this Warrant, appoint an agent for the purpose of
issuing Common Stock (or Other Securities) on the exercise of this
Warrant pursuant to Section 1, exchanging this Warrant pursuant to
Section 12, and replacing this Warrant pursuant to Section 13, 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.
15. Indemnification. The Corporation hereby agrees to
indemnify and hold harmless the Holder and its respective
affiliates, directors, officers, partners, employees and other
agents and representatives from and against any and all liabilities,
judgments, claims, settlements, losses, damages, reasonable fees
(including attorneys', accountants' and other experts' fees and
disbursements), liens, taxes, penalties, obligations and expenses
incurred or suffered by any such person or entity arising from, by
reason of or in connection with any misrepresentation or breach of
any representation, warranty or covenant of the Corporation
contained in this Warrant or other document delivered by the Company
pursuant to or in connection with this Warrant
16. Remedies. The Corporation stipulates that the remedies at
law of the Holder in the event of any default or threatened default
by the Corporation 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. Negotiability, etc. This Warrant is issued upon the
following terms, to all of which the Holder by the taking hereof
consents and agrees:
(a) title to this Warrant may be transferred by endorsement (by the
Holder executing the form of assignment at the end hereof) and delivery in
the same manner as in the case of a negotiable instrument transferable by
endorsement and delivery; and
(b) any person in possession of this Warrant properly endorsed for
transfer to such person (including endorsed in blank) is authorized to
represent himself as absolute owner hereof and is empowered to transfer
absolute title hereto by endorsement and delivery hereof to a bona fide
purchaser hereof for value; each prior taker or owner waives and renounces
all of its equities or rights in this Warrant in favor of each such bona
fide purchaser, and each such bona fide purchaser shall acquire absolute
title hereto and to all rights represented hereby. Nothing in this
paragraph (b) shall create any liability on the part of the Corporation
beyond any liability or responsibility it has under law.
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18. Notices, etc. All notices, requests, demands and other
communications from the Corporation to the holder hereof shall be in
writing and sent by express overnight courier service or electronic
facsimile transmission with confirmation of delivery, or delivered
at such address as may have been furnished to the Corporation in
writing by the holder hereof or, until the holder furnishes to the
Corporation an address, then to, and at the address of, the last
holder of this Warrant who has so furnished an address to the
Corporation. All such notices, requests, demands and other
communications shall, when sent shall be effective upon receipt. The
Corporation agrees to send to the holder of this Warrant all reports
that it sends to its shareholders in the ordinary course of
business.
19. 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
shall be construed and enforced in accordance with and governed by
the internal laws of the State of New York and venue shall be based
in New York City. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect any of the
terms hereof. This Warrant is being executed as an instrument under
seal. The invalidity or unenforceability of any provision hereof
shall in no way affect the validity or enforceability of any other
provision. This Warrant reflects the entire understanding of Holder
and the Corporation and shall not be contradicted or qualified by
any other agreement before the date hereof. The representations and
warranties, covenants and agreements of the Corporation contained
herein shall survive the completion of the transactions related to
the exercise of this Warrant.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Corporation has caused this Warrant to be executed
by its duly authorized officer as of the date first written above.
DATAMETRICS CORPORATION
By:/s/ Daniel Bertram
--------------------------------
Name: Daniel Bertram
Title: Chief Executive Officer
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FORM OF SUBSCRIPTION
(To be signed only on exercise of Warrant)
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant for, and to purchase thereunder, ________ shares
of Common Stock of Datametrics Corporation and requests that the certificates
for such shares be issued in the name of, and delivered to ___________, federal
taxpayer identification number __________, whose address is ________________.
Please check the following:
|_| Payment of the exercise price per share, in the total amount of $
required under the within Warrant.
Dated:
------------------ ------------------------------------------------
[Name of Holder or his assigns as specified
on the face of this Warrant]
By:_____________________________________________
Name:
Title:
Address:
Signed in the presence of: ________________________
Name:
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FORM OF ASSIGNMENT
(To be signed only on transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ______, federal taxpayer identification number _______, whose address is
_________, the right represented by the within Warrant to purchase ________
shares of Common Stock of Datametrics Corporation to which the within Warrant
relates, and appoints _________ Attorney to transfer such right on the books of
Datametrics Corporation with full power of substitution in the premises.
Dated:
---------------
Name:
--------------------------------
Title:
--------------------------------
Address:
--------------------------------
Signed in the presence of:
- --------------------------------------
Name:
--------------------------------
Title:
--------------------------------
Address:
--------------------------------
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