Exhibit 10.15
THE WARRANT REPRESENTED BY THIS CERTIFICATE AND THE SHARES
ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY
STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR
APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION
IS NOT REQUIRED.
THE TRANSFER OF THIS WARRANT IS
RESTRICTED AS DESCRIBED HEREIN.
Socket Mobile, Inc.
Warrant for the
Purchase of Shares of Common Stock,
par value $0.001 per Share
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No. W-____
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______
Shares
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Issuance Date: May __, 2009
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THIS CERTIFIES that, for value received, _____________, whose
address is _________________________, or its registered assigns
(the " Holder "), is entitled to subscribe for and purchase
from Socket Mobile, Inc., a Delaware corporation (the "
Company "), upon the terms and conditions set forth herein,
______ shares of the Company's Common Stock, par value $0.001 per
share (" Common Stock "), at a price of $1.80 per share,
subject to adjustment as provided herein (the " Exercise
Price "). As used herein the term " this Warrant " shall
mean and include this Warrant and any Common Stock or Warrants
hereafter issued as a consequence of the exercise or transfer of
this Warrant in whole or in part. This Warrant is being issued
pursuant to that certain Securities Purchase Agreement by and among
the Company, the Holder and certain other parties, dated as of May
18, 2009 (the " Purchase Agreement ").
The number of shares of Common Stock issuable upon exercise of this
Warrant (the " Warrant Shares ") and the Exercise Price may
be adjusted from time to time as hereinafter set forth. The Warrant
Shares are entitled to the benefits, and subject to the
obligations, set forth in the Registration Rights Agreement, dated
as of May 18, 2009, among the Company, the Holder and certain other
parties (the " Registration Rights Agreement ").
1. Exercise Period . This Warrant may be exercised at any
time or from time to time during the period commencing on the
Issuance Date and ending at 5:00 P.M. Pacific time on May __, 2014
(the " Exercise Period ").
2. Procedure for Exercise; Effect of Exercise .
(a) Exercise . This Warrant
may be exercised, in whole or in part, by the Holder during normal
business hours on any business day during the Exercise Period by
(i) the delivery to the Company of a duly executed Notice of
Exercise (in the form attached to this Agreement) specifying the
number of Warrant Shares to be purchased, (ii) delivery of payment
to the Company of the Exercise Price for the number of Warrant
Shares specified in the Notice of Exercise by cash, wire transfer
of immediately available funds to a bank account specified by the
Company, or by certified or bank cashier's check (the "
Aggregate Exercise Price "), and (iii) delivery to the
Company of this Warrant (or an indemnification undertaking with
respect to this Warrant in the case of its loss, theft or
destruction).
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(b) Effect of Exercise . Upon receipt by the Company of a
Notice of Exercise, together with proper payment of the Aggregate
Exercise Price and this Warrant (or an indemnification
undertaking), as provided in this Section 2, such Warrant Shares
shall be deemed to be issued to the Holder as of the close of
business on such date on which the Notice of Exercise and this
Warrant (or an indemnification undertaking) have been delivered and
payment has been made for such Warrant Shares in accordance with
this Warrant, and the Holder shall be deemed to be the holder of
record of the Warrant Shares, notwithstanding that the stock
transfer books of the Company shall then be closed or that
certificates representing such Warrant Shares shall not then be
actually delivered to the Holder. As soon as practicable following
the date on which the Company has received each of the Notice of
Exercise, the Aggregate Exercise Price and this Warrant (or an
indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction), the Company shall (X)
issue and deliver to the address as specified in the Notice of
Exercise, a certificate, registered in the name of the Holder or
its designee, for the number of shares of Common Stock to which the
Holder is entitled pursuant to such exercise, or (Y) provided that
the Company's transfer agent (the " Transfer Agent ") is
participating in The Depository Trust Company (" DTC ") Fast
Automated Securities Transfer Program, upon the request of the
Holder, credit such aggregate number of shares of Common Stock to
which the Holder is entitled pursuant to such exercise to the
Holder's or its designee's balance account with DTC through its
Deposit Withdrawal Agent Commission system. If this Warrant should
be exercised in part only, the Company shall, upon surrender of
this Warrant for cancellation (or the execution of an
indemnification undertaking with respect to this Warrant in the
case of its loss, theft or destruction), execute and deliver a new
Warrant evidencing the right of the Holder to purchase the balance
of the Warrant Shares subject to purchase hereunder as soon as
practicable after receipt of the Warrant (or the undertaking).
3. Registration of Warrants; Transfer of Warrants . This
Warrant and any Warrants issued upon the transfer or exercise in
part of this Warrant shall be numbered and shall be registered in a
register containing the name and address of the Holder (the "
Warrant Register ") as they are issued. The Company shall be
entitled to treat the registered holder of any Warrant on the
Warrant Register as the owner in fact thereof for all purposes and
shall not be bound to recognize any equitable or other claim to or
interest in such Warrant on the part of any other person, and shall
not be liable for any registration or transfer of Warrants which
are registered or to be registered in the name of a fiduciary or
the nominee of a fiduciary unless made with the actual knowledge
that a fiduciary or nominee is committing a breach of trust in
requesting such registration or transfer, or with the knowledge of
such facts that its participation therein amounts to bad faith.
This Warrant shall be transferable only on the books of the Company
upon delivery thereof duly endorsed by the Holder or by its duly
authorized attorney or representative, or accompanied by proper
evidence of succession, assignment, or authority to transfer. In
all cases of transfer by an attorney, executor, administrator,
guardian, or other legal representative, duly authenticated
evidence of his or its authority shall be produced. Upon any
registration of transfer, the Company shall deliver a new Warrant
or Warrants to the person entitled thereto. This Warrant may be
exchanged, at the option of the Holder thereof, for another
Warrant, or other Warrants of different denominations, of like
tenor and representing in the aggregate the right to purchase a
like number of Warrant Shares, upon surrender to the Company or its
duly authorized agent.
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4. Restrictions on Transfer . (a) The Holder, as of the
Issuance Date, represents to the Company that such Holder is
acquiring the Warrants for its own account and not with a view
towards the distribution thereof or of the Warrant Shares. Upon
exercise of this Warrant, the Holder shall, if so requested by the
Company, confirm in writing, in a form satisfactory to the Company,
that the Warrant Shares are being acquired for such Holder's own
account and not with a view towards distribution or resale.
Notwithstanding any provisions contained in this Warrant to the
contrary, this Warrant and the related Warrant Shares shall not be
transferable except upon the conditions specified in this Section
4, which conditions are intended, among other things, to insure
compliance with the provisions of the Securities Act of 1933, as
amended (the " Securities Act "), and applicable state law
in respect of the transfer of this Warrant or such Warrant Shares.
The Holder, by acceptance of this Warrant, agrees that the Holder
will not transfer this Warrant or the related Warrant Shares (i)
prior to delivery to the Company of an opinion of the Holder's
counsel (as such opinion and such counsel are described in Section
4(b) hereof) and any other information requested by the Company,
(ii) with respect to the Warrant Shares only, until registration of
such Warrant Shares under the Securities Act has become effective,
or (iii) after a sale of such Warrant or Warrant Shares has been
consummated pursuant to Rule 144 or Rule 144A under the Securities
Act.
(b) The Holder, by its acceptance
hereof, agrees that prior to any transfer of this Warrant or of the
related Warrant Shares (other than as permitted by Section 4(a)
hereof or, with respect to the Warrant Shares only, pursuant to a
registration under the Securities Act), the Holder will give
written notice to the Company of its intention to effect such
transfer, together with an opinion of such counsel for the Holder
as shall be reasonably acceptable to the Company and/or any other
information requested by the Company, to the effect that the
proposed transfer of this Warrant and/or such Warrant Shares may be
effected without registration or qualification under the Securities
Act as then in effect or any federal or state securities law then
in effect. Upon receiving such written notice and reasonably
satisfactory opinion or other information, if so requested, the
Company, as promptly as practicable, shall notify such Holder that
such Holder may sell or otherwise dispose of this Warrant and/or
such Warrant Shares, all in accordance with the terms of the notice
delivered to the Company. If a determination has been made pursuant
to this Section 4(b) that the opinion of counsel for the Holder or
other information is not reasonably satisfactory to the Company,
the Company shall so notify the Holder promptly with details
thereof after such determination has been made.
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(c) Each stock certificate representing Warrant Shares issued upon
exercise or exchange of this Warrant shall bear the following
legend unless the opinion of counsel referred to in Section 4(b)
states such legend is not required:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE
SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED,
ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER
SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE,
REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH
REGISTRATION IS NOT REQUIRED."
The Holder understands that the Company may place, and may
instruct any transfer agent or depository for the Warrant Shares to
place, a stop transfer notation in the securities records in
respect of the Warrant Shares. The legend set forth above shall be
removed and the Company shall issue a certificate without such
legend to the holder of the Warrant Shares upon which it is stamped
if, unless otherwise required by state securities laws, (i) while
such Warrant Shares are registered for resale under the Securities
Act, (ii) in connection with a sale, assignment or other transfer,
such holder provides the Company with an opinion of counsel
reasonably satisfactory to the Company, in a generally acceptable
form, to the effect that such sale, assignment or transfer of the
Warrant Shares may be made without registration under the
applicable requirements of the Securities Act and that such legend
is no longer required, or (iii) such holder provides the Company
with reasonable assurance that the Warrant Shares can be sold,
assigned or transferred pursuant to Rule 144 or Rule 144A
promulgated pursuant to the Securities Act, and such holder
delivers the legended Warrant Shares to the Company or the Transfer
Agent.
5. Reservation of Shares . The Company shall at all times
during the Exercise Period reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of
providing for the exercise of the rights to purchase all Warrant
Shares granted pursuant to the Warrants, such number of shares of
Common Stock as shall, from time to time, be sufficient therefor.
The Company covenants that all shares of Common Stock issuable upon
exercise of this Warrant, upon receipt by the Company o
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