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EXHIBIT 10.3
NEITHER THIS WARRANT NOR THE SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE BEEN THE SUBJECT OF
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
UNDER THE SECURITIES LAWS OF ANY STATE AND THE SAME HAVE BEEN
(OR WILL BE, WITH RESPECT TO THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF) ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. NEITHER
THIS WARRANT NOR THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
MAY BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT OR (II) AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH TRANSFER OR DISPOSITION
DOES NOT VIOLATE THE ACT, THE RULES AND REGULATIONS THEREUNDER,
OR APPLICABLE STATE SECURITIES LAWS.
No. CGW–___
Number of Shares Purchasable
Issue Date: ______________, 2007
Upon Exercise of Warrant: __________
Void after 5:00 p.m. Washington, D.C., Time on
______________, 2012
CLASS G COMMON STOCK PURCHASE WARRANT AGREEMENT
GUARDIAN TECHNOLOGIES INTERNATIONAL, INC.
This is to certify that, subject to the provisions
of this Class G Common Stock Purchase Warrant Agreement (the
“Warrant Agreement”) and for value received,
_____________________________ (the "Holder"), is entitled to
purchase ____________________________ (_____) shares of common
stock, $.001 par value per share (the "Common Stock;" that warrant,
the “Warrant”), subject to adjustment as set forth
herein, of Guardian Technologies International, Inc., a Delaware
corporation (the "Company"), at any time during the period
beginning ______________, 2007 (the “Issue Date”), and
ending Sixty (60) months after the Issue Date (the "Expiration
Date"), but not later than 5:00 p.m. Eastern Standard Time on the
Expiration Date, at an exercise price of One Dollar Seventy-Five
Cents ($1.75) per share, subject to adjustment as set forth herein
(the "Exercise Price").
1.
Exercise of Warrant . Subject to the
provisions of Sections 4, 8 and 9 below, this Warrant may be
exercised in whole or in part at any time or from time to time on
or after the Issue Date and until the Expiration Date; provided,
however, that if either of such days is a day on which banking
institutions are authorized by law to close (a "Bank Holiday"),
then on the next succeeding day which shall not be a Bank Holiday.
(a)
Method of Exercise . This Warrant may
be exercised by presentation and surrender of this Warrant
Agreement to the Company at its principal office or at the office
of its transfer agent, if any (the "Transfer Agent"). The
presentation and surrender of this Warrant Agreement for exercise
must be accompanied by: (i) the form of subscription which is
attached hereto in Annex A (the "Form of Subscription") duly
executed with signature guaranteed; and (ii) payment of the
aggregate Exercise Price for the number of shares specified in such
form. If this Warrant should be exercised in part only, upon
presentation and surrender of this Warrant Agreement to the Company
or the Transfer Agent for cancellation, the Company shall execute
and deliver a new warrant agreement evidencing the rights of the
Holder to purchase the balance of the shares purchasable hereunder.
Upon receipt of this Warrant Agreement by the Company at its
office or by the Transfer Agent at its office, in proper form for
exercise,
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the Holder shall be deemed to be the holder of
record of the Common Stock issuable upon such exercise;
provided, however, that if at the date of surrender of this
Warrant Agreement and payment of the aggregate Exercise Price,
the transfer books for the Common Stock shall be closed, the
certificates representing the Common Stock or other securities
subject to issuance upon such exercise shall be issuable as of
the date on which the Company's transfer books shall next be
opened. Until such date, the Company shall be under no
duty to deliver any certificate representing such Common Stock
or other securities and the Holder shall not be deemed to have
become a holder of record or owner of such Common Stock or such
other securities.
(b)
Forms of Payment Authorized .
Upon exercise of this Warrant, the Holder shall pay
the Exercise Price with cash or by certified or banker’s
check.
2.
Reservation of Shares . There shall at
all times be reserved for issuance upon exercise of this Warrant
such number of shares of Common Stock as shall be subject
hereto.
3.
Fractional Shares . Notwithstanding
any other provision hereof, the Company shall not be required to
issue fractional shares of Common Stock upon the exercise of this
Warrant. If any fraction of a share would, except for the
provisions hereof, be issuable upon the exercise of this Warrant,
then: (a) if the fraction of a share otherwise issuable is equal to
or less than one-half, the Company shall round down and issue only
the largest whole number of shares of Common Stock to which the
Holder is otherwise entitled, or (b) if the fraction of a share
otherwise issuable is greater than one-half, the Company shall
round up and issue one additional share of Common Stock in addition
to the largest whole number of shares of Common Stock to which the
Holder is otherwise entitled.
4.
Exchange, Transfer or Assignment of Warrant
. Subject to the provisions of this Section 4 and
Section 8 below, this Warrant Agreement is exchangeable,
without expense, at the option of the Holder, upon presentation and
surrender hereof to the Company or the Transfer Agent, for other
warrant agreements representing warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same
number of shares of Common Stock purchasable hereunder.
Subject to the provisions of this Section 4 and Section 8,
below, upon surrender of this Warrant Agreement to the Company or
the Transfer Agent accompanied by: (a) the form of assignment
which is attached hereto as Annex B (the "Form of Assignment")
duly executed; and (b) funds sufficient to pay any transfer tax,
the Company shall, without charge, execute and deliver a new
warrant agreement in the name of the assignee named in the Form of
Assignment and this Warrant Agreement shall promptly be canceled.
The Warrant may be divided or combined with other warrants
which carry the same rights upon presentation of this Warrant
Agreement at the office of the Company or the Transfer Agent,
accompanied by a written notice signed by the Holder hereof
specifying the names and denominations in which new warrant
agreements are to be issued.
The term "Warrant" as defined above shall hereafter
include any warrant into which this Warrant may be divided,
exchanged or combined, and any Warrant as the same may be hereafter
modified or amended from time to time.
5.
Theft, Destruction, Loss or Mutilation of
Warrant Agreement . Subject to the provisions of Section
4, in the event of the theft, destruction, loss or mutilation of
this Warrant Agreement, upon receipt by the Company of evidence
satisfactory to it of such theft, destruction, loss or mutilation
and, in the case of loss, theft or destruction, of such
indemnification as the Company may in its discretion impose, and in
the case of mutilation, upon surrender and cancellation of this
Warrant Agreement, the Company shall execute and deliver a new
warrant agreement of like tenor and date.
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6.
Rights of the Holder . Prior to the
exercise of the Warrant, the Holder shall not be entitled by virtue
hereof to any rights of a stockholder in the Company, either at law
or equity. The rights of the Holder are limited to those
expressed in this Warrant Agreement and are enforceable against the
Company only to the extent set forth herein.
7.
Anti-Dilution Provisions . The
Exercise Price and the number and kind of securities purchasable
upon the exercise of this Warrant shall be subject to adjustment
from time to time as hereinafter provided:
(a)
In case the Company shall issue shares of Common
Stock as a dividend upon shares of Common Stock or in payment of a
dividend thereon, or shall subdivide the number of outstanding
shares of its Common Stock into a greater number of shares or shall
contract the number of outstanding shares of its Common Stock into
a lesser number of shares, the Exercise Price then in effect shall
be adjusted, effective at the close of business on the record date
for the determination of stockholders entitled to receive the same,
to the price (computed to the nearest cent) determined by dividing
(i) the product obtained by multiplying the Exercise Price in
effect immediately prior to the close of business on such record
date by the number of shares of Common Stock outstanding prior to
such dividend, subdivision or contraction, by (ii) the number of
shares of Common Stock outstanding immediately after such dividend,
subdivision, or contraction.
(b)
If any capital reorganization or reclassification
of the capital stock of the Company, or consolidation or merger of
the Company with or into another corporation, or the sale of all or
substantially all of its assets to another corporation shall be
effected, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and
adequate provision shall be made whereby the Holder shall
thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions specified in this Warrant
Agreement and in lieu of the shares of Common Stock immediately
theretofore purchasable and receivable upon the exercise of the
rights represented by this Warrant Agreement, such shares of stock,
securities or assets as may be issued or payable with respect to or
in exchange for a number of outstanding shares of such Common Stock
immediately theretofore purchasable and receivable upon the
exercise of the rights represented by this Warrant Agreement had
such reorganization, reclassification, consolidation, merger or
sale not taken place, and in any such case appro
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