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SERIES E-7 WARRANT TO PURCHASE

Warrant Agreement

SERIES E-7 WARRANT TO PURCHASE | Document Parties: REMOTE DYNAMICS INC You are currently viewing:
This Warrant Agreement involves

REMOTE DYNAMICS INC

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Title: SERIES E-7 WARRANT TO PURCHASE
Governing Law: New York     Date: 12/7/2006
Industry: Communications Services     Sector: Services

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THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER
APPLICABLE STATE SECURITIES LAWS OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH
SECURITIES UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED.

                         SERIES E-7 WARRANT TO PURCHASE

                             SHARES OF COMMON STOCK

                                       OF

                              REMOTE DYNAMICS, INC.


                            Expires December 4, 2013

No.: W-E-7-06- __                                   Number of Shares: ___________
Date of Issuance: December 4, 2006


      FOR VALUE RECEIVED, the undersigned, Remote Dynamics, Inc., a Delaware
corporation (together with its successors and assigns, the "Issuer"), hereby
certifies that _______________________________ or its registered assigns is
entitled to subscribe for and purchase, during the Term (as hereinafter
defined), up to ____________________________________ (_____________) shares
(subject to adjustment as hereinafter provided) of the duly authorized, validly
issued, fully paid and non-assessable Common Stock of the Issuer, at an exercise
price per share equal to the Warrant Price then in effect, subject, however, to
the provisions and upon the terms and conditions hereinafter set forth.
Capitalized terms used in this Warrant and not otherwise defined herein shall
have the respective meanings specified in Section 9 hereof.

      1. Term. The term of this Warrant shall commence on December 4, 2006 and
shall expire at 5:00 p.m., Eastern Time, on December 4, 2013 (such period being
the "Term").

      2. Method of Exercise; Payment; Issuance of New Warrant; Transfer and
Exchange.

       (a) Time of Exercise. The purchase rights represented by this Warrant may
be exercised in whole or in part during the Term.

      (b) Method of Exercise. The Holder hereof may exercise this Warrant, in
whole or in part, by the surrender of this Warrant (with the exercise form
attached hereto duly executed) at the principal office of the Issuer, and by the
payment to the Issuer of an amount of consideration therefor equal to the
Warrant Price in effect on the date of such exercise multiplied by the number of
shares of Warrant Stock with respect to which this Warrant is then being
exercised, payable at such Holder's election (i) by certified or official bank
check or by wire transfer to an account designated by the Issuer, (ii) by
"cashless exercise" in accordance with the provisions of subsection (c) of this
Section 2, but only when a registration statement under the Securities Act
providing for the resale of the Warrant Stock is not then in effect, or (iii) by
a combination of the foregoing methods of payment selected by the Holder of this
Warrant.


<PAGE>

      (c) Cashless Exercise. Notwithstanding any provisions herein to the
contrary and commencing one (1) year following the Original Issue Date if (i)
the Per Share Market Value of one share of Common Stock is greater than the
Warrant Price (at the date of calculation as set forth below) and (ii) a
registration statement under the Securities Act providing for the resale of the
Warrant Stock is not then in effect by the date such registration statement is
required to be effective pursuant to the Registration Rights Agreement (as
defined in the Purchase Agreement) or not effective at any time during the
Effectiveness Period (as defined in the Registration Rights Agreement) in
accordance with the terms of the Registration Rights Agreement, in lieu of
exercising this Warrant by payment of cash, the Holder may exercise this Warrant
by a cashless exercise and shall receive the number of shares of Common Stock
equal to an amount (as determined below) by surrender of this Warrant at the
principal office of the Issuer together with the properly endorsed Notice of
Exercise in which event the Issuer shall issue to the Holder a number of shares
of Common Stock computed using the following formula:

                  X = Y - (A)(Y)
                          ------
                             B

Where              X =      the number of shares of Common Stock to be issued to
                          the Holder.

                  Y        = the number of shares of Common Stock purchasable
                          upon exercise of all of the Warrant or, if only a
                          portion of the Warrant is being exercised, the
                          portion of the Warrant being exercised.

                  A =      the Warrant Price.

                  B = the Per Share Market Value of one share of Common Stock.

      (d) Issuance of Stock Certificates. In the event of any exercise of this
Warrant in accordance with and subject to the terms and conditions hereof, (i)
certificates for the shares of Warrant Stock so purchased shall be dated the
date of such exercise and delivered to the Holder hereof within a reasonable
time, not exceeding three (3) Trading Days after such exercise (the "Delivery
Date") or, at the request of the Holder (provided that a registration statement
under the Securities Act providing for the resale of the Warrant Stock is then
in effect), issued and delivered to the Depository Trust Company ("DTC") account
on the Holder's behalf via the Deposit Withdrawal Agent Commission System
("DWAC") within a reasonable time, not exceeding three (3) Trading Days after
such exercise, and the Holder hereof shall be deemed for all purposes to be the
holder of the shares of Warrant Stock so purchased as of the date of such
exercise and (ii) unless this Warrant has expired, a new Warrant representing
the number of shares of Warrant Stock, if any, with respect to which this
Warrant shall not then have been exercised (less any amount thereof which shall
have been canceled in payment or partial payment of the Warrant Price as
hereinabove provided) shall also be issued to the Holder hereof at the Issuer's
expense within such time.


                                        2
<PAGE>

      (e) Compensation for Buy-In on Failure to Timely Deliver Certificates Upon
Exercise. In addition to any other rights available to the Holder, if the Issuer
fails to cause its transfer agent to transmit to the Holder a certificate or
certificates representing the Warrant Stock pursuant to an exercise on or before
the Delivery Date, and if after such date the Holder is required by its broker
to purchase (in an open market transaction or otherwise) shares of Common Stock
to deliver in satisfaction of a sale by the Holder of the Warrant Stock which
the Holder anticipated receiving upon such exercise (a "Buy-In"), then the
Issuer shall (1) pay in cash to the Holder the amount by which (x) the Holder's
total purchase price (including brokerage commissions, if any) for the shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of shares of Warrant Stock that the Issuer was required to deliver to the
Holder in connection with the exercise at issue times (B) the price at which the
sell order giving rise to such purchase obligation was executed, and (2) at the
option of the Holder, either reinstate the portion of the Warrant and equivalent
number of shares of Warrant Stock for which such exercise was not honored or
deliver to the Holder the number of shares of Common Stock that would have been
issued had the Issuer timely complied with its exercise and delivery obligations
hereunder. For example, if the Holder purchases Common Stock having a total
purchase price of $11,000 to cover a Buy-In with respect to an attempted
exercise of shares of Common Stock with an aggregate sale price giving rise to
such purchase obligation of $10,000, under clause (1) of the immediately
preceding sentence the Issuer shall be required to pay the Holder $1,000. The
Holder shall provide the Issuer written notice indicating the amounts payable to
the Holder in respect of the Buy-In, together with applicable confirmations and
other evidence reasonably requested by the Issuer. Nothing herein shall limit a
Holder's right to pursue any other remedies available to it hereunder, at law or
in equity including, without limitation, a decree of specific performance and/or
injunctive relief with respect to the Issuer's failure to timely deliver
certificates representing shares of Common Stock upon exercise of this Warrant
as required pursuant to the terms hereof.

      (f) Transferability of Warrant. Subject to Section 2(h), this Warrant may
be transferred by a Holder without the consent of the Issuer. If transferred
pursuant to this paragraph, this Warrant may be transferred on the books of the
Issuer by the Holder hereof in person or by duly authorized attorney, upon
surrender of this Warrant at the principal office of the Issuer, properly
endorsed (by the Holder executing an assignment in the form attached hereto) and
upon payment of any necessary transfer tax or other governmental charge imposed
upon such transfer. This Warrant is exchangeable at the principal office of the
Issuer for Warrants to purchase the same aggregate number of shares of Warrant
Stock, each new Warrant to represent the right to purchase such number of shares
of Warrant Stock as the Holder hereof shall designate at the time of such
exchange. All Warrants issued on transfers or exchanges shall be dated the
Original Issue Date and shall be identical with this Warrant except as to the
number of shares of Warrant Stock issuable pursuant thereto.

      (g) Continuing Rights of Holder. The Issuer will, at the time of or at any
time after each exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing the extent, if any, of its continuing obligation to
afford to such Holder all rights to which such Holder shall continue to be
entitled after such exercise in accordance with the terms of this Warrant,
provided that if any such Holder shall fail to make any such request, the
failure shall not affect the continuing obligation of the Issuer to afford such
rights to such Holder.


                                        3
<PAGE>

      (h) Compliance with Securities Laws.

            (i) The Holder of this Warrant, by acceptance hereof, acknowledges
      that this Warrant and the shares of Warrant Stock to be issued upon
      exercise hereof are being acquired solely for the Holder's own account and
       not as a nominee for any other party, and for investment, and that the
      Holder will not offer, sell or otherwise dispose of this Warrant or any
      shares of Warrant Stock to be issued upon exercise hereof except pursuant
      to an effective registration statement, or an exemption from registration,
      under the Securities Act and any applicable state securities laws.

            (ii) Except as provided in paragraph (iii) below, this Warrant and
      all certificates representing shares of Warrant Stock issued upon exercise
      hereof shall be stamped or imprinted with a legend in substantially the
      following form:

            THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
            HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
            AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS AND MAY
            NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
            UNDER THE SECURITIES ACT AND UNDER APPLICABLE STATE SECURITIES LAWS
            OR THE ISSUER SHALL HAVE RECEIVED AN OPINION OF COUNSEL REASONABLY
            SATISFACTORY TO THE ISSUER THAT REGISTRATION OF SUCH SECURITIES
            UNDER THE SECURITIES ACT AND UNDER THE PROVISIONS OF APPLICABLE
             STATE SECURITIES LAWS IS NOT REQUIRED.

            (iii) The Issuer agrees to reissue this Warrant or certificates
      representing any of the Warrant Stock, without the legend set forth above
      if at such time, prior to making any transfer of any such securities, the
      Holder shall give written notice to the Issuer describing the manner and
      terms of such transfer. Such proposed transfer will not be effected until:
      (a) either (i) the Issuer has received an opinion of counsel reasonably
      satisfactory to the Issuer, to the effect that the registration of such
      securities under the Securities Act is not required in connection with
      such proposed transfer, (ii) a registration statement under the Securities
      Act covering such proposed disposition has been filed by the Issuer with
      the Securities and Exchange Commission and has become effective under the
      Securities Act, (iii) the Issuer has received other evidence reasonably
      satisfactory to the Issuer that such registration and qualification under
      the Securities Act and state securities laws are not required (which may
      include an opinion of counsel provided by the Issuer), or (iv) the Holder
      provides the Issuer with reasonable assurances that such security can be
      sold pursuant to Rule 144 under the Securities Act (which may include an
      opinion of counsel provided by the Issuer); and (b) either (i) the Issuer
      has received an opinion of counsel reasonably satisfactory to the Issuer,
      to the effect that registration or qualification under the securities or
      "blue sky" laws of any state is not required in connection with such
      proposed disposition, or (ii) compliance with applicable state securities
       or "blue sky" laws has been effected or a valid exemption exists with
      respect thereto (which may include an opinion of counsel provided by the
      Issuer). The Issuer will respond to any such notice from a holder within
      three (3) business days. In the case of any proposed transfer under this
      Section 2(h), the Issuer will use reasonable efforts to comply with any
      such applicable state securities or "blue sky" laws, but shall in no event
      be required, (x) to qualify to do business in any state where it is not
      then qualified, (y) to take any action that would subject it to tax or to
      the general service of process in any state where it is not then subject,
      or (z) to comply with state securities or "blue sky" laws of any state for
      which registration by coordination is unavailable to the Issuer. The
      restrictions on transfer contained in this Section 2(h) shall be in
      addition to, and not by way of limitation of, any other restrictions on
      transfer contained in any other section of this Warrant. Whenever a
      certificate representing the Warrant Stock is required to be issued to a
      the Holder without a legend, in lieu of delivering physical certificates
      representing the Warrant Stock, provided the Issuer's transfer agent is
      participating in the DTC Fast Automated Securities Transfer program, the
      Issuer shall use its reasonable best efforts to cause its transfer agent
      to electronically transmit the Warrant Stock to the Holder by crediting
      the account of the Holder's Prime Broker with DTC through its DWAC system
      (to the extent not inconsistent with any provisions of this Warrant or the
      Purchase Agreement).


                                        4
<PAGE>

      (i) Accredited Investor Status. In no event may the Holder exercise this
Warrant in whole or in part unless the Holder is an "accredited investor" as
defined in Regulation D under the Securities Act.

      3. Stock Fully Paid; Reservation and Listing of Shares; Covenants.

      (a) Stock Fully Paid. The Issuer represents, warrants, covenants and
agrees that all shares of Warrant Stock which may be issued upon the exercise of
this Warrant or otherwise hereunder will, when issued in accordance with the
terms of this Warrant, be duly authorized, validly issued, fully paid and
non-assessable and free from all taxes, liens and charges created by or through
the Issuer. The Issuer further covenants and agrees that during the period
within which this Warrant may be exercised, the Issuer will at all times have
authorized and reserved for the purpose of the issuance upon exercise of this
Warrant such number of shares of Common Stock that are not issued or reserved
for issuance as of the Original Issue Date; provided, however, upon the Issuer
filing the Charter Amendment (as defined in the Purchase Agreement), the Issuer
shall take all action necessary to at all times have authorized, and reserved
for the purpose of issuance, free of preemptive rights and other similar
contractual rights of stockholders, a number of shares of Common Stock equal to
one hundred twenty percent (120%) of the number of shares of Common Stock as
shall from time to time be sufficient to provide for the exercise of this
Warrant.


                                        5
<PAGE>

      (b) Reservation. If any shares of Common Stock required to be reserved for
issuance upon exercise of this Warrant or as otherwise provided hereunder
require registration or qualification with any Governmental Authority under any
federal or state law before such shares may be so issued, the Issuer will use
its reasonable best efforts as expeditiously as possible at its expense to cause
such shares to be duly registered or qualified. If the Issuer shall list any
shares of Common Stock on any securities exchange or market it will, at its
expense, list thereon, maintain and increase when necessary such listing, of,
all shares of Warrant Stock from time to time issued upon exercise of this
Warrant or as otherwise provided hereunder (provided that such Warrant Stock has
been registered pursuant to a registration statement under the Securities Act
then in effect), and, to the extent permissible under the applicable securities
exchange rules, all unissued shares of Warrant Stock which are at any time
issuable hereunder, so long as any shares of Common Stock shall be so listed.
The Issuer will also so list on each securities exchange or market, and will
maintain such listing of, any other securities which the Holder of this Warrant
shall be entitled to receive upon the exercise of this Warrant if at the time
any securities of the same class shall be listed on such securities exchange or
market by the Issuer.

      (c) Covenants. The Issuer shall not by any action including, without
limitation, amending the Certificate of Incorporation or the by-laws of the
Issuer, or through any reorganization, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other 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 actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent
specifically provided herein) or impairment. Without limiting the generality of
the foregoing, the Issuer will (i) not permit the par value, if any, of its
Common Stock to exceed the then effective Warrant Price, (ii) not amend or
modify any provision of the Certificate of Incorporation or by-laws of the
Issuer in any manner that would adversely affect the rights of the Holders of
the Warrants, (iii) take all such action as may be reasonably necessary in order
that the Issuer may validly and legally issue fully paid and nonassessable
shares of Common Stock, free and clear of any liens, claims, encumbrances and
restrictions (other than as provided herein) created by the Issuer upon the
exercise of this Warrant, and (iv) use its reasonable best efforts to obtain all
such authorizations, exemptions or consents from any public regulatory body
having jurisdiction thereof as may be reasonably necessary to enable the Issuer
to perform its obligations under this Warrant.

      (d) Loss, Theft, Destruction of Warrants. Upon receipt of evidence
satisfactory to the Issuer of the ownership of and the loss, theft, destruction
or mutilation of any Warrant and, in the case of any such loss, theft or
destruction, upon receipt of indemnity or security satisfactory to the Issuer
or, in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Issuer will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing the
right to purchase the same number of shares of Common Stock.

      (e) Payment of Taxes. The Issuer will pay any documentary stamp taxes
attributable to the initial issuance of the Warrant Stock issuable upon exercise
of this Warrant; provided, however, that the Issuer shall not be required to pay
any tax or taxes which may be payable in respect of any transfer involved in the
issuance or delivery of any certificates representing Warrant Stock in a name
other than that of the Holder in respect to which such shares are issued.


                                        6
<PAGE>

      4. Adjustment of Warrant Price. The price at which such shares of Warrant
Stock may be purchased upon exercise of this Warrant shall be subject to
adjustment from time to time as set forth in this Section 4. The Issuer shall
give the Holder notice of any event described below which requires an adjustment
pursuant to this Section 4 in accordance with the notice provisions set forth in
Section 5.

       (a) Recapitalization, Reorganization, Reclassification, Consolidation,
Merger or Sale.

            (i) In case the Issuer after the Original Issue Date shall do any of
      the following (each, a "Triggering Event"): (a) consolidate or merge with
      or into any other Person and the Issuer shall not be the continuing or
      surviving corporation of such consolidation or merger, or (b) permit any
      other Person to consolidate with or merge into the Issuer and the Issuer
      shall be the continuing or surviving Person but, in connection with such
      consolidation or merger, any Capital Stock of the Issuer shall be changed
      into or exchanged for Securities of any other Person or cash or any other
      property, or (c) transfer all or substantially all of its properties or
      assets to any other Person, or (d) effect a capital reorganization or
      reclassification of its Capital Stock, then, and in the case of each such
      Triggering Event, proper provision shall be made so that, upon the basis
      and the terms and in the manner provided in this Warrant, the Holder of
      this Warrant shall be entitled upon the exercise hereof at any time after
      the consummation of such Triggering Event, to the extent this Warrant is
      not exercised prior to such Triggering Event, to receive at the Warrant
      Price in effect at the time immediately prior to the consummation of such
      Triggering Event in lieu of the Common Stock issuable upon such exercise
      of this Warrant prior to such Triggering Event, the Securities, cash and
      property to which such Holder would have been entitled upon the
      consummation of such Triggering Event if such Holder had exercised the
      rights represented by this Warrant immediately prior thereto (including
      the right of a shareholder to elect the type of consideration it will
      receive upon a Triggering Event), subject to adjustments (subsequent to
      such corporate action) as nearly equivalent as possible to the adjustments
      provided for elsewhere in this Section 4. Notwithstanding the foregoing to
      the contrary, this Section 4(a)(i) shall only apply if the surviving
      entity pursuant to any such Triggering Event is a company has a class of
      equity securities registered pursuant to the Securities Exchange Act of
      1934, as amended, and its common stock is listed or quoted on a national
      securities exchange, national automated quotation system or the OTC
      Bulletin Board. In the event that the surviving entity pursuant to any
      such Triggering Event is not a company that has a class of equity
      securities registered pursuant to the Securities Exchange Act of 1934, as
      amended, or its common stock is not listed or quoted on a national
      securities exchange, national automated quotation system or the OTC
      Bulletin Board, then the Holder shall have the right to demand that the
      Issuer pay to the Holder an amount equal to the value of this Warrant
      according to the Black-Scholes formula.


                                        7
<PAGE>

            (ii) Notwithstanding anything contained in this Warrant to the
      contrary and so long as the surviving entity pursuant to any Triggering
      Event is a company that has a class of equity securities registered
      pursuant to the Securities Exchange Act of 1934, as amended, and its
      common stock is listed or quoted on a national securities exchange,
      national automated quotation system or the OTC Bulletin Board, a
      Triggering Event shall not be deemed to have occurred if, prior to the
      consummation thereof, each Person (other than the Issuer) which may be
      required to deliver any Securities, cash or property upon the exercise of
      this Warrant as provided herein shall assume, by written instrument
      delivered to, and reasonably satisfactory to, the Holder of this Warrant,
      (A) the obligations of the Issuer under this Warrant (and if the Issuer
      shall survive the consummation of such Triggering Event, such assumption
      shall be in addition to, and shall not release the Issuer from, any
      continuing obligations of the Issuer under this Warrant) and (B) the
      obligation to deliver to such Holder such Securities, cash or property as,
      in accordance with the foregoing provisions of this subsection (a), such
      Holder shall be entitled to receive, and such Person shall have similarly
      delivered to such Holder an opinion of counsel for such Person, which
      counsel shall be reasonably satisfactory to such Holder, or in the
      alternative, a written acknowledgement executed by the President or Chief
      Financial Officer of the Issuer, stating that this Warrant shall
      thereafter continue in full force and effect and the terms hereof
      (including, without limitation, all of the provisions of this subsection
      (a)) shall be applicable to the Securities, cash or property which such
      Person may be required to deliver upon any exercise of this Warrant or the
      exercise of any rights pursuant hereto.

      (b) Stock Dividends, Subdivisions and Combinations. If at any time the
Issuer shall:

                  (i) make or issue or set a record date for the holders of the
            Common Stock for the purpose of entitling them to receive a dividend
            payable in, or other distribution of, shares of Common Stock,

                  (ii) subdivide its outstanding shares of Common Stock into a
            larger number of shares of Common Stock, or

                  (iii) combine its outstanding shares of Common Stock into a
            smaller number of shares of Common Stock,

then (1) the number of shares of Common Stock for which this Warrant is
exercisable immediately after the occurrence of any such event shall be adjusted
to equal the number of shares of Common Stock which a record holder of the same
number of shares of Common Stock for which this Warrant is exercisable
immediately prior to the occurrence of such event would own or be entitled to
receive after the happening of such event, and (2) the Warrant Price then in
effect shall be adjusted to equal (A) the Warrant Price then in effect
multiplied by the number of shares of Common Stock for which this Warrant is
exercisable immediately prior to the adjustment divided by (B) the number of
shares of Common Stock for which this Warrant is exercisable immediately after
such adjustment.

      (c) Certain Other Distributions. If at any time the Issuer shall make or
issue or set a record date for the holders of the Common Stock for the purpose
of entitling them to receive any dividend or other distribution of:


                                        8
<PAGE>

                  (i) cash (other than a cash dividend payable out of earnings
            or earned surplus legally available for the payment of dividends
            under the laws of the jurisdiction of incorporation of the Issuer),

                  (ii) any evidences of its indebtedness, any shares of stock of
            any class or any other securities or property of any nature
            whatsoever (other than cash, Common Stock Equivalents or Additional
            Shares of Common Stock), or

                  (iii) any warrants or other rights to subscribe for or
             purchase any evidences of its indebtedness, any shares of stock of
            any class or any other securities or property of any nature
            whatsoever (other than cash, Common St


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