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EXHIBIT
4.1
THIS
WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”), NOR UNDER ANY STATE
SECURITIES LAW AND MAY NOT BE SOLD, ASSIGNED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNTIL (1) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW OR (2) THE COMPANY RECEIVES AN OPINION OF
COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH NOTE
MAY BE SOLD, ASSIGNED, HYPOTHECATED OR TRANSFERRED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE
STATE SECURITIES LAWS.
________________________________________
SIMTROL,
INC.
2200
Norcross Parkway, Suite 255
Norcross,
Georgia 30071
STOCK
PURCHASE WARRANT
| Right
to Purchase: |
shares
of common stock
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THIS CERTIFIES THAT ,
for value received, (the “
Holder ”),
is entitled to purchase from
Simtrol, Inc. ,
a
Delaware corporation (the “
Company ”),
at any time while this warrant is outstanding from March 16, 2007
until 5:00 p.m. (ET) on March 15, 2010, fully paid and
nonassessable shares of the Company’s common stock, par value
$0.001 per share (“
Common Stock ”),
at an exercise price of $0.375 per share, as adjusted.
1.
The
Company is issuing this Warrant to the Holder pursuant to a
Subscription Agreement under a confidential private placement.
This Warrant constitutes part of a unit subscribed to by the
Holder in the Subscription Agreement.
2.
(a)
To
exercise this Warrant or any part of this Warrant, the Holder
must deliver to the Company (collectively, the “
Exercise Documentation ”):
(i) a completed exercise agreement a form of which is attached;
(ii) this Warrant; and (iii) a check payable to the Company or a
wire transfer in an amount equal to the product of the exercise
price and the number of shares the Holder desires to purchase. The
Company will, without charge, issue certificates for shares of
Common Stock purchased upon exercise of this Warrant within five
(5) business days after receipt of the Exercise Documentation.
Unless this Warrant has expired, or all of the purchase rights
represented by this Warrant have been exercised, the Company will
also prepare and deliver to the Holder a new Warrant, substantially
identical to this Warrant, representing the rights formerly
represented by this Warrant which have not expired or been
exercised.
(b)
Expiration/Redemption. If,
at any time while this Warrant is outstanding and the Company has
an effective registration statement covering the common shares
underlying this Warrant, the Common Stock is then listed or quoted
on a Trading Market and the closing bid price of the Common Stock
is equal to or greater than $2.00 for 20 consecutive trading days
(excluding any weekend days or recognized market holidays) and the
average trading volume of the Common Stock (defined as trading
volume in shares multiplied by the daily closing price of the
stock) is equal to or greater than $150,000, the Company may call
the warrant at a redemption price of $0.01 per warrant. The Company
will notify Holder in writing twenty (20) days prior to the
Redemption Date.
3.
The
Company will at all times reserve and keep available for
issuance upon the exercise of this Warrant such number of its
authorized but unissued shares of Common Stock as will be
sufficient to permit the exercise in full of this Warrant, and
upon such issuance such shares of Common Stock will be validly
issued, fully paid and nonassessable.
4.
This
Warrant does not and will not entitle the Holder to any voting
rights or other rights as a stockholder of the
Company.
5.
Certain Adjustments .
(a)
Stock
Splits, etc. The number and kind of securities purchasable
upon the exercise of this Warrant and the exercise price shall
be subject to adjustment from time to time upon the happening
of any of the following. In case the Company shall (i) pay a
dividend in shares of Common Stock or make a distribution in
shares of Common Stock to holders of its outstanding Common
Stock, (ii) subdivide its outstanding shares of Common Stock
into a greater number of shares, (iii) combine its outstanding
shares of Common Stock into a smaller number of shares of
Common Stock, or (iv) issue any shares of its capital stock in
a reclassification of the Common Stock, then the number of
shares purchasable upon exercise of this Warrant immediately
prior thereto shall be adjusted so that the Holder shall be
entitled to receive the kind and number of shares or other
securities of the Company which it would have owned or have
been entitled to receive had such Warrant been exercised in
advance thereof. Upon
each such adjustment of the kind and number of shares or other
securities of the Company which are purchasable hereunder, the
Holder shall thereafter be entitled to purchase the number of
shares or other securities resulting from such adjustment at
an exercise price per share or other security obtained by
multiplying the exercise price in effect immediately prior to
such adjustment by the number of shares purchasable pursuant
hereto immediately prior to such adjustment and dividing by
the number of shares or other securities of the Company
resulting from such adjustment. An
adjustment made pursuant to this paragraph shall become
effective immediately after the effective date of such event
retroactive to the record date, if any, for such
event.
(b)
Pro
Rata Distributions. If the Company, at any time prior to the
termination date of this Warrant, shall distribute to all
holders of Common Stock (and not to Holders of the Warrants)
evidences of its indebtedness or assets or rights or warrants
to subscribe for or purchase any security other than the
Common Stock (which shall be subject to the above section),
then in each such case the exercise price of this Warrant
shall be adjusted by multiplying the exercise price in effect
immediately prior to the record date fixed for determination
of stockholders entitled to receive such distribution by a
fraction of which the denominator shall be the closing bid
price determined as of the record date mentioned above, and of
which the numerator shall be such closing bid price on such
record date less the then per share fair market value at such
record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding
share of the Common Stock as determined by the Board of
Directors in good faith. In either case the adjustments shall
be described in a statement provided to the Holders of the
portion of assets or evidences of indebtedness so distributed
or such subscription rights applicable to one share of Common
Stock. Such adjustment shall be made whenever any such
distribution is made and shall become effective immediately
after the record date mentioned above.
(c)
Reorganization,
Reclassification, Merger, Consolidation or Disposition of
Assets. In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or
into another corporation (where the Company is not the
surviving corporation or where there is a change in or
distribution with respect to the Common Stock), or sell,
transfer or otherwise dispose of all or substantially all its
property, assets or business to another corporation and,
pursuant to the terms of such reorganization,
reclassification, merger, consolidation or disposition of
assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities
or property of any nature whatsoever (including warrants or
other subscription or purchase rights) in addition to or in
lieu of common stock of the successor or acquiring corporation
(“Other Property”), are to be received by or
distributed to the holders of Common Stock, then the Holder
shall have the right thereafter to receive
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