Exhibit 10.19
THIS WARRANT AND THE COMMON STOCK
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER EITHER
THE SECURITIES ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS AND
MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, OFFERED, PLEDGED OR
OTHERWISE DISTRIBUTED FOR VALUE UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT AND SUCH LAWS COVERING SUCH
SECURITIES, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
REASONABLY ACCEPTABLE TO THE COMPANY STATING THAT SUCH SALE,
TRANSFER, ASSIGNMENT, OFFER, PLEDGE OR OTHER DISTRIBUTION FOR VALUE
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
REQUIREMENTS OF SUCH ACT AND SUCH LAWS.
COMMON STOCK PURCHASE
WARRANT
To Purchase 5,000 Shares of Common
Stock
of
SCANNER TECHNOLOGIES
CORPORATION
THIS CERTIFIES THAT, for good and
valuable consideration, Michael A. Thorsland, or his registered
successors or assigns, is entitled to subscribe for and purchase
from Scanner Technologies Corporation, a New Mexico corporation
(the “Company”), at any time up to and including June
8, 2011, five thousand (5,000) fully paid and nonassessable shares
of Common Stock of the Company at a price of $0.56 per share (the
“Warrant Exercise Price”), subject to the antidilution
provisions of this Warrant. The shares of Common Stock that may be
acquired upon exercise of this Warrant are referred to herein as
the “Warrant Shares.” As used herein, the term
“Common Stock” means and includes the Company’s
presently authorized common stock, no par value, and shall also
include any capital stock of any class of the Company hereafter
authorized which shall not be limited to a fixed sum or percentage
in respect of the rights of the holders thereof to participate in
dividends or in the distribution of assets upon the voluntary or
involuntary liquidation, dissolution, or winding up of the
Company.
This Warrant is subject to the
following provisions, terms and conditions:
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1.
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Exercise;
Transferability .
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(a)
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The rights represented by this
Warrant may be exercised by the holder hereof, in whole or in part
(but not as to a fractional share of Common Stock), by written
notice of exercise (in the form attached hereto) delivered to the
Company at the principal office of the Company prior to the
expiration of this Warrant and accompanied or preceded by the
surrender of this Warrant along with a check in payment of the
Warrant Exercise Price for such shares.
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(b)
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This Warrant may not be sold,
transferred, assigned, hypothecated or divided into two or more
Warrants of smaller denominations, nor may any Warrant Shares
issued pursuant to exercise of this Warrant be transferred, except
as provided in Section 7 hereof.
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2.
Exchange and
Replacement . Subject to
Sections l and 7 hereof, this Warrant is exchangeable upon the
surrender hereof by the holder to the Company at its office for new
Warrants of like tenor and date representing in the aggregate the
right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to
purchase such number of Warrant Shares (not to exceed the aggregate
total number purchasable hereunder) as shall be designated by the
holder at the time of such surrender. Upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft,
destruction, or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably
satisfactory to it, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will make and deliver a new
Warrant of like tenor, in lieu of this Warrant. This Warrant shall
be promptly canceled by the Company upon the surrender hereof in
connection with any exchange or replacement. The Company shall pay
all expenses, taxes (other than stock transfer taxes), and other
charges payable in connection with the preparation, execution, and
delivery of Warrants pursuant to this Section 2.
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3.
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Issuance of the Warrant
Shares .
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(a)
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The Company agrees that the Warrant
Shares shall be and are deemed to be issued to the holder as of the
close of business on the date on which this Warrant shall have been
surrendered and the payment made for such Warrant Shares as
aforesaid. Subject to the provisions of the next section,
certificates for the Warrant Shares so purchased shall be delivered
to the holder within a reasonable time, not exceeding fifteen (15)
days after the rights represented by this Warrant shall have been
so exercised, and, unless this Warrant has expired, a new Warrant
representing the right to purchase the number of Warrant Shares, if
any, with respect to which this Warrant shall not then have been
exercised shall also be delivered to the holder within such
time.
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(b)
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Notwithstanding the foregoing,
however, the Company shall not be required to deliver any
certificate for Warrant Shares upon exercise of this Warrant except
in accordance with exemptions from the applicable securities
registration requirements or registrations under applicable
securities laws. Nothing herein, however, shall obligate the
Company to effect registrations under federal or state securities
laws. If registrations are not in effect and if exemptions are not
available when the holder seeks to exercise the Warrant, the
Warrant exercise period will be extended, if need be, to prevent
the Warrant from expiring, until such time as either registrations
become effective or exemptions are available, and the Warrant shall
then remain exercisable for a period of at least 30 calendar days
from the date the Company delivers to the holder written notice of
the availability of such registrations or exemptions. The holder
agrees to execute such documents and make such representations,
warranties, and agreements as may be required solely to comply with
the exemptions relied upon by the Company, or the registrations
made, for the issuance of the Warrant Shares.
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4.
Covenants of the
Company . The Company
covenants and agrees that all Warrant Shares will, upon issuance,
be duly authorized and issued, fully paid, nonassessable, and free
from all taxes, liens, 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 at all times have authorized and
reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant a sufficient number
of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant.
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5.
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Antidilution
Adjustments . The
provisions of this Warrant are subject to adjustment as provided in
this Section 5.
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(a)
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The Warrant Exercise Price shall be
adjusted from time to time such that in case the Company shall
hereafter:
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(i)
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pay any dividends on any class of
stock of the Company payable in Common Stock or securities
convertible into Common Stock;
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(ii)
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subdivide its then outstanding
shares of Common Stock into a greater number of shares;
or
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(iii)
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combine outstanding s
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