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Exhibit
4.15
THE ISSUANCE OF THIS WARRANT AND THE
SECURITIES ISSUABLE PURSUANT TO THE TERMS HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
ANY STATE OR OTHER SECURITIES LAWS. NEITHER THE SECURITIES NOR ANY
INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF EXCEPT (I) PURSUANT TO EFFECTIVE
REGISTRATIONS UNDER APPLICABLE SECURITIES LAWS OR (II) UPON
DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL (OR OTHER EVIDENCE
SATISFACTORY TO THE COMPANY) ACCEPTABLE TO THE COMPANY, THAT THE
PROPOSED DISPOSITION MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE
SECURITIES LAWS WITHOUT REGISTRATION. ADDITIONAL RESTRICTIONS ON
TRANSFER ARE SET FORTH HEREIN.
WARRANT
NO. 29
(the “
Warrant ”)
to purchase Series E
Convertible Preferred Stock
of
RUBICON TECHNOLOGY,
INC.
THIS IS TO CERTIFY THAT, for
value received, including the payment of Ten Dollars
($10.00) and other good and valuable consideration the amount
and sufficiency is hereby acknowledged, Lighthouse Capital Partners
IV, L.P., or its registered assigns (the “ Holder
”), is (subject to the restrictions provided herein) entitled
to purchase from Rubicon Technology, Inc., a Delaware corporation
(the “ Company ”), at any time or from time to
time and prior to 5:00 p.m. local time at the location of the
Warrant Office (as defined in Section 2.1) on December 20,
2015, at the Warrant Price, Three Hundred and Seventeen Thousand
Six Hundred and Ninety-six (317,696) shares of Series E
Convertible Preferred Stock, par value $.001 per share (“
Series E Convertible Preferred Stock ”), subject
to Section 1.3 below with respect to any fractional amount and
subject to adjustment as provided herein, and is also entitled to
exercise the other rights, powers and privileges hereinafter set
forth. Capitalized terms used in this Warrant but not defined in
the context thereof shall have the meanings specified in Article
V.
ARTICLE I
EXERCISE OF
WARRANT
1.1 Method of Exercise
. To exercise this Warrant in whole or in part, the Holder shall
deliver to the Company at the Warrant Office (i) this Warrant
together with the subscription notice attached hereto as Exhibit
A (the “ Subscription Notice ”) filled out
and duly executed by the Holder indicating the Holder’s
election to exercise this Warrant and specifying the number of
shares of Series E Convertible Preferred Stock to be
purchased; and (ii) a certified or bank cashier’s check
payable to the order of the Company in an amount equal to the
aggregate Warrant Price for the number of shares of Series E
Convertible Preferred Stock being purchased. Subject to the
restrictions provided herein, the Company shall as promptly as
practicable, and in any event within 14 days thereafter, execute
and deliver or cause to be executed and delivered, in accordance
with the Subscription Notice, a single certificate in the name of
the Holder representing the aggregate number of shares of
Series E Convertible Preferred Stock specified in the
Subscription Notice. Such certificate shall be deemed to have been
issued, and the Holder shall be deemed for all purposes to have
become a holder of record of such shares, as of the date the
Subscription Notice is actually received by the Company with
payment as provided above. If this Warrant shall have been
exercised only in part, the Company shall, at the time of delivery
of such certificate or certificates, deliver to the Holder a new
Warrant evidencing the rights of the Holder to purchase the
remaining shares of Series E Convertible Preferred Stock
called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant, or at the request of the
Holder, appropriate notation may be made on this Warrant and the
same returned to the Holder. The Company shall pay all expenses,
taxes and other charges payable in connection with the preparation,
issuance and delivery of such stock certificates and new
Warrants.
1.2 Right to Convert
Warrant into Stock: Net Issuance .
(a) Right to Convert .
In addition to and without limiting the rights of the Holder under
the
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W ARRANT N O .
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terms of this Warrant, the Holder shall
have the right to convert this Warrant or any portion hereof into
shares of Series E Convertible Preferred Stock as provided in
this Section 1.2 at any time that this Warrant is otherwise
exercisable during the term of this Warrant (the “
Conversion Right ”). Upon exercise of the Conversion
Right, the Company shall deliver to the Holder (without payment by
the Holder of the Warrant Price) that number of fully paid and
nonassessable shares of Series E Convertible Preferred Stock
equal to the quotient of (i) the number of shares of
Series E Convertible Preferred Stock purchasable under this
Warrant (or the portion thereof being exercised); multiplied by the
difference of (A) the Fair Market Value of one (1) share
of Series E Convertible Preferred Stock; minus (B) the
Warrant Price; divided by (ii) the Fair Market Value of one
(1) share of Series E Convertible Preferred
Stock.
(b) Method of Exercise
. The Conversion Right may be exercised by the Holder by the
surrender of this Warrant, at the Warrant Office, together with the
Subscription Notice specifying that the Holder thereby intends to
exercise the Conversion Right and indicating the number of shares
of Series E Convertible Preferred Stock with respect to which
the Holder intends to exercise this Warrant. The Holder shall also
deliver therewith additional consideration, if any, such that the
aggregate consideration received by the Company in respect of any
shares of Series E Convertible Preferred Stock is at least
equal to the par value of the shares of Series E Convertible
Preferred Stock. The conversion shall be effective on the date
which is the later of (i) receipt by the Company of the items
described above; or (ii) a date specified in the
Holder’s notice to the Company.
1.3 No Fractional Shares
to be Issued . The Company shall not be required upon any
exercise or conversion of this Warrant to issue a certificate
representing any fraction of a share, but, in lieu thereof, may pay
to the Holder cash in an amount equal to a corresponding fraction
(calculated to the nearest 1/100th of a share) of the Fair Market
Value of one share of Series E Convertible Preferred Stock as
of the date of receipt by the Company of notice of exercise of this
Warrant.
1.4 Legend on Shares .
Each certificate for shares of Series E Convertible Preferred
Stock initially issued upon exercise of this Warrant, unless at the
time of exercise such shares of Series E Convertible Preferred
Stock are registered under the Securities Act of 1933, as amended
(the “ Act ”) and applicable state securities
laws, shall bear a legend in substantially the following form (and
any additional legend required by law or by any securities exchange
upon which such shares of Series E Convertible Preferred Stock
may, at the time of such exercise, be listed):
THE ISSUANCE OF THE SHARES
EVIDENCED HEREBY WAS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR UNDER ANY STATE OR OTHER SECURITIES LAWS.
NEITHER THE SHARES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT
(I) PURSUANT TO EFFECTIVE REGISTRATIONS UNDER APPLICABLE
SECURITIES LAWS OR (II) UPON DELIVERY TO THE CORPORATION OF AN
OPINION OF COUNSEL (OR OTHER EVIDENCE SATISFACTORY TO THE
CORPORATION) ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED
DISPOSITION MAY BE EFFECTED IN COMPLIANCE WITH APPLICABLE
SECURITIES LAWS WITHOUT REGISTRATION.
THE CORPORATION WILL FURNISH
WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS, A FULL SUMMARY
OR STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES AND
RELATIVE, PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH
CLASS OF STOCK OR SERIES THEREOF AND THE QUALIFICATIONS,
LIMITATIONS OR RESTRICTIONS OF SUCH POWERS, PREFERENCES AND/OR
RIGHTS. ANY SUCH REQUEST SHOULD BE ADDRESSED TO THE SECRETARY OF
THE CORPORATION.
Any certificate issued at any time in
exchange or substitution for any certificate bearing such legend
(except a new certificate issued upon completion of a public
distribution pursuant to a registration statement which has become
effective under the Act of the securities represented thereby)
shall also bear such legend unless, in the opinion of such counsel
as shall be approved by the Company, the securities represented
thereby need no longer be subject to the restrictions contained in
Article III. The provisions of Article III shall be binding upon
all subsequent holders of this Warrant.
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1.5 Automatic
Exercise. Immediately before the expiration or termination of
this Warrant, to the extent this Warrant is not previously
exercised, and if the Fair Market Value of one share of whichever
is applicable of either (i) the Preferred Stock subject to
this Warrant or (ii) the Company’s Common Stock issuable
upon conversion of the Preferred Stock subject to this Warrant, is
greater than the Warrant Price, then in effect as adjusted pursuant
to this Warrant, then this Warrant shall be deemed automatically
exercised pursuant to Section 1.2(a) above, even if not
surrendered. To the extent this Warrant or any portion thereof is
deemed automatically exercised pursuant to this Section, the
Company agrees to promptly notify the Holder of the number of
shares of Series E Convertible Preferred Stock, if any, the
holder hereof is to receive by reason of such automatic
exercise.
1.6 Registration Rights
Agreement . In connection with any exercise of this Warrant,
the parties will enter into and become bound by the terms and
conditions of the registration rights agreement between the Company
and the holders of Series E Convertible Preferred
Stock.
1.7 Stockholders’
Agreement . In connection with any exercise of this Warrant,
the Company may require that the Holder enter into and become bound
by the terms and conditions of any stockholders’ agreement by
and among the Company and the stockholders of the Company, provided
such terms and conditions are applied to Holder in the same manner
as any other stockholder of the Company. Company, within thirty
days of Grant Date, and within thirty days of any subsequent
revisions to stockholders’ agreement, shall deliver to Holder
each stockholders’ agreement as amended and restated from
time to time.
1.8 Information.
Notwithstanding Section 1.7 above, beginning on the date
whereby Company no longer has any indebtedness owed to Holder under
any Loan and Security Agreement or Revolver or Other Agreement, and
until the earlier of the Expiration Date or the tenth anniversary
of the Grant Date, Company shall cause to be furnished to Holder,
(i) the audited fiscal year end financial statements of
Company no later 120 days after the related fiscal year end, and
(ii) internal quarterly financial statements of Company no
later than 45 days after the related quarter end. Each financial
statement to be furnished to Holder must be prepared in accordance
with generally accepted accounting principles, consistently
applied.
ARTICLE II
WARRANT OFFICE;
TRANSFER
DIVISION OR COMBINATION OF
WARRANTS
2.1 Warrant Office .
The Company shall maintain an office for certain purposes specified
herein (the “ Warrant Office ”), which office
shall initially be the Company’s office at 9931 Franklin
Avenue, Franklin Park, Illinois 60131 and may subsequently be such
other office of the Company or of any transfer agent in the
continental United States as to which written notice has been given
to the Holder.
2.2 Warrant
Non-Transferable; Ownership of Warrant . This Warrant and all
rights hereunder may not be transferred, sold, hypothecated or
assigned, without the prior written consent of the Company which
shall be promptly provided on the condition that Holder has
complied with the provisions of Article III hereof. The Company may
deem and treat the Person in whose name this Warrant is registered
as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company)
for all purposes and shall not be affected by any notice to the
contrary, until presentation of this Warrant for registration of
transfer as provided in this Article II.
2.3 Warrant Register .
Subject to Section 2.2 and Article III hereof, the Company
shall maintain at the Warrant Office books for the registration of
warrants and the registration of transfers of warrants. To effect a
transfer of this Warrant upon satisfaction of the provisions of
Section 2.2 and Article III the Holder shall surrender this
Warrant at the Warrant Office, together with a written assignment
of this Warrant duly executed by the Holder or the Holder’s
duly authorized agent or attorney and funds sufficient to pay any
transfer taxes payable upon the making of such transfer. Upon such
surrender and payment the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in
the denominations specified in such instrument of assignment, and
this Warrant shall be canceled.
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2.4 Division or
Combination of Warrants . This Warrant may be divided or
combined with other warrants exercisable at the same Warrant Price
upon presentation hereof and of any warrant or warrants with which
this warrant is to be combined at the Warrant Office, together with
a written notice specifying the names and denominations in which
new warrants are to be issued, signed by the Holder and the holders
thereof or their respective duly authorized agents or attorneys.
Subject to compliance with Sections 2.2 and 2.3 and Article
III as to any transfer which may be involved in such division or
combination, the Company shall execute and deliver a new warrant or
warrants in exchange for the warrant or warrants to be divided or
combined in accordance with such notice.
2.5 Expenses of Delivery
of Warrants . The Company shall pay all expenses, taxes (other
than transfer taxes) and other charges payable in connection with
the preparation, issuance and delivery of warrants
hereunder.
ARTICLE III
RESTRICTIONS ON
TRANSFER
3.1
Restrict
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