Attached files
Exhibit 4.2
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE 1933 ACT, AS
AMENDED, HAVE BEEN TAKEN FOR INVESTMENT, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE 1933 ACT OR THE RULES AND REGULATIONS
PROMULGATED THEREUNDER, AND ARE SUBJECT TO FURTHER RESTRICTIONS ON TRANSFER AS SET FORTH HEREIN.
Warrant No. AS10-NX10-__, Dated June ___, 2010
STOCK PURCHASE WARRANT
OF
ASI TECHNOLOGY CORPORATION
Void after March 31, 2013
OF
ASI TECHNOLOGY CORPORATION
Void after March 31, 2013
WHEREAS, effective as of May 28, 2010, ASI TECHNOLOGY CORPORATION, a Nevada corporation (the
Company) entered into that certain Agreement and Plan of Recapitalization (the
Recapitalization Agreement) whereby NxOpinion, LLC, a Nevada limited liability company
(NxOpinion), was merged into Nx Acquisition Corp. (NXAC), a wholly-owned
subsidiary of the Company in exchange for 150,000,000 shares of the Companys common stock.
WHEREAS, as of the Effective Time as defined in the Recapitalization Agreement, a certain
warrant for the purchase of membership interests of NxOpinion dated
_____, 2010 (the
Nx10 Warrant) had been issued to the Holder (as defined below), and remained outstanding.
WHEREAS, Pursuant to the Recapitalization Agreement, the Company wishes to issue a warrant for
the issuance of post-reverse split shares of the Company to Holder, in exchange for the
cancellation of the Holders Nx10 Warrant, and the Holder wishes to accept such warrant on such
terms and conditions.
THEREFORE, the undersigned parties agree as follows:
This certifies that or [his][her][its] registered assigns (the
Holder), for valuable consideration received, is entitled, on the terms set forth below,
at any time or from time-to-time during the period beginning on the date hereof and ending on
March 31, 2013 (the Exercise Period), to purchase from the Company, up to an aggregate of
(_____) shares of the Companys post-reverse split common stock, $0.001 par value
(the Shares). The purchase price of the Shares (the Purchase Price) shall be
($2.50) per share on a post-reverse split basis (($0.16667) per share on a pre-reverse split
basis). The term Warrant as used herein shall include this Warrant and any warrants delivered in
substitution or exchange therefore as provided herein. This Warrant is issued in connection with
the Holders purchase for cash of an equivalent Units of NxOpinion as documented in
that certain Subscription Agreement accepted by NxOpinion on (Subscription
Agreement).
1. Exercise and Payment. This Warrant may be exercised at any time in full for the maximum amount
of Shares called for hereby, or from time-to-time for any lesser amount thereof, on any business
day during the Exercise Period, by delivering to the principal office of the Company the
subscription in the form attached hereto as Exhibit A duly executed along with payment
equal to the aggregate Purchase Price. The Purchase Price may be paid by delivery of cash, check
or wire transfer or pursuant to Section 2. Upon any partial exercise of this Warrant, this Warrant
shall be surrendered, and a new Warrant of the same tenor and for the purchase of the amount of
such Shares not purchased upon such exercise shall be issued by the Company to Holder. A Warrant
shall be deemed to have been exercised immediately prior to the close of business on the date of
its surrender for exercise and payment of the Purchase Price as provided herein, and the person
entitled to receive the Shares upon exercise shall be treated for all purposes as the holder of
such Shares of record as of the close of business on such date. As soon as practicable on or after
such date, the Company shall issue, at the discretion of the Board of Directors, and deliver to the
person or persons entitled to receive the same a certificate or certificates for the Shares
issuable upon such exercise.
2. Net Issue Exercise. Holder may elect to exchange all or some of this Warrant for Shares equal to
the value of the amount of this Warrant being exchanged on the date of exchange. If Holder elects
to exchange this Warrant as provided in this Section 2, Holder shall tender to the Company the
Warrant for the amount being exchanged, along with written notice of Holders election to exchange
some or all of the Warrant, and the Company shall issue to Holder the number of Shares computed
using the following formula:
X = Y(A - B)
A
A
Where X = the number of Shares to be issued to Holder.
Y = the number of Shares purchasable under the amount of the Warrant
being exchanged (as adjusted to the date of such calculation).
A = the Fair Market Value of one Share (as defined below).
B = the Purchase Price of one Share as set forth herein (as adjusted
to the date of such calculation).
All references herein to an exercise of the Warrant shall include an exchange pursuant to this
Section 2. Fair Market Value of a Share as of a particular date shall mean: (i) if
traded on a securities exchange or the Nasdaq Capital Market, the Fair Market Value shall be deemed
to be the average of the closing prices of the Shares of the Company on such exchange or market
over the l0 trading days ending immediately prior to the applicable date of valuation; and (ii) if
traded over-the-counter, the Fair Market Value shall be deemed to be the average of the closing
prices over the 20 trading days ending immediately prior to the applicable date of valuation.
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3. Transfer and Exchange. The Holder of this Warrant, by acceptance hereof, agrees to comply in
all respects with the provisions of this Section 3. Unless there is in effect a registration
statement under the Securities Act of 1933, as amended (the 1933 Act); covering a
proposed assignment, sale, hypothecation, transfer or any other voluntary or involuntary
disposition of this Warrant (a Proposed Transfer), the Holder shall not be permitted to
effect such a Proposed Transfer without the prior written consent of the Board of Directors, which
consent shall be given in the Board of Directors sole and absolute discretion. In the event of a
Proposed Transfer, the Holder shall give written notice to the Board of Directors of the Company.
Each such notice shall describe the manner and circumstances of the proposed transfer in sufficient
detail, and shall be accompanied by either (i) a written opinion of legal counsel who shall be
reasonably satisfactory to the Company addressed to the Company and reasonably satisfactory in form
and substance to the Companys counsel, to the effect that the proposed transfer of the Warrant may
be effected without registration under the 1933 Act, or (ii) a no action letter from the U.S.
Securities and Exchange Commission (the Commission) to the effect that the transfer of
this Warrant without registration will not result in a recommendation by the staff of the
Commission that enforcement action be taken with respect thereto. In the event the Board of
Directors consents to the Proposed Transfer, the Holder of this Warrant shall be entitled to
transfer such securities in accordance with the terms of the notice delivered by the Holder to the
Company. Each new certificate evidencing the Warrant so transferred shall bear the appropriate
restrictive legends set forth in Section 8 below, except that such certificate shall not bear such
restrictive legend, if, in the opinion of counsel for the Company, such legend is not required in
order to establish or assist in compliance with any provisions of the 1933 Act or any applicable
state securities laws. Upon any partial transfer, the Company will issue and deliver to the Holder
a new Warrant or Warrants with respect to the portion of the Warrant not so transferred. This
Warrant is exchangeable at the principal office of the Company for Warrants for the same aggregate
amount of Shares, each new Warrant to represent the right to purchase such amount of Shares as
Holder shall designate at the time of such exchange.
4. Mergers, Consolidations; Asset Sales and Dissolutions. If at any time there shall be any
consolidation or merger of the Company with another corporation or limited liability company, a
sale of all or substantially all of the Companys assets to another business entity, or a voluntary
or involuntary dissolution, liquidation or winding-up of the Company, then the Company shall give
to the registered Holder of this Warrant at the address of such Holder as shown on the books of the
Company, at least ten (10) days prior written notice of the date when the same shall take place.
5. Non-Impairment. The Company will not, by amendment of its Articles of Incorporation, or by
amendment of its Bylaws or through reorganization, consolidation, merger, dissolution, issue or
sale of securities, sale of assets or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms of the 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 action as may be
necessary or appropriate in order to protect the rights of the Holder of the Warrant against
impairment.
6. Loss or Mutilation. Upon receipt by the Company of evidence satisfactory to it (in the exercise
of reasonable discretion) of the ownership of and the loss, theft, destruction or mutilation of any
Warrant, the Company will execute and deliver in lieu thereof a new Warrant of like tenor.
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7. Sufficient Shares; Reservation of Shares. The Company shall take or cause to be taken action
necessary to assure that there exists a sufficient number of authorized but unissued Shares of its
common stock to permit the full and complete exercise or conversion of this Warrant. Once
additional Shares are authorized by the Company, the Company shall at all times reserve and keep
available for issue such amount of its Shares as will be sufficient to permit the exercise in full
of this Warrant.
8. Restrictive Legend. Each certificate representing (i) this Warrant or (ii) Shares (if any are
issued) shall (unless such securities have been registered under the 1933 Act or sold under Rule
144 promulgated under the 1933 Act) be stamped or otherwise imprinted with a legend substantially
in the following form (in addition to any other legend required under any applicable state
securities law or under the terms of the Bylaws of the Company as in effect at the time of the
issuance of the Shares):
THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE 1933 ACT, AS AMENDED, HAVE BEEN TAKEN FOR
INVESTMENT, AND MAY NOT BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF EXCEPT AS MAY BE AUTHORIZED UNDER THE 1933
ACT OR THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
9. Representations and Warranties of Holder. In connection with the issuance of this Warrant and by
acceptance of this Warrant, the Holder specifically reaffirms the representations and warranties
originally made to NxOpinion and contained in the Subscription Agreement, and hereby makes such
representations and warranties to the Company.
10. Notices. Unless otherwise provided, all notices and other communications required or permitted
under this Warrant shall be in writing and shall be mailed by United States first-class mail,
postage prepaid, sent by facsimile or delivered personally by hand or by a courier addressed to the
party to be notified at the address or facsimile number furnished to the Company in writing by the
last Holder of this Warrant who shall have furnished an address to the Company in writing.
11. Change; Waiver. Neither this Warrant nor any term hereof may be changed, waived, discharged or
terminated except by an instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
12. Titles and Subtitles. The headings in this Warrant are for convenience only and are not to be
considered in construing or interpreting this Warrant.
13. Governing Law. This Warrant shall be governed by and construed under the laws of the State of
Nevada as applied to agreements among Nevada residents entered into and to be performed entirely
within Nevada.
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14. Severability. Should any part but not the whole of this Warrant for any reason be declared
invalid, such decision shall not affect the validity of any remaining portion, which
remaining portion shall remain in force and effect as if this Warrant had been executed with the
invalid portion thereof eliminated, and it is hereby declared the intention of the parties hereto
that they would have executed the remaining portion of this Warrant without including therein any
such part which may, for any reason, be hereafter declared invalid.
15. Stock Splits; Consolidation. In the event that any securities into which this Warrant is
exercisable shall be split, combined or consolidated, by dividend, reclassification or otherwise,
into a greater or lesser number of Shares, and such split, combination or consolidation is not
adjusted for by the terms of such securities, the Purchase Price in effect immediately prior to
such split, combination or consolidation and the number of Shares purchasable under this Warrant
shall, concurrently with the effectiveness of such combination or consolidation, be proportionately
adjusted.
16. Fundamental Transaction. If, at any time while this Warrant is outstanding, (1) the Company
effects any merger or consolidation of the Company with or into another corporation, partnership,
trust, incorporated or unincorporated association, joint venture, limited liability company, or any
other entity (a Person) (2) the Company effects any sale of all or substantially all of
its assets in one or a series of related transactions, (3) any tender offer or exchange offer
(whether by the Company or another Person) is completed pursuant to which holders of Shares are
permitted to tender or exchange their interests for other securities, cash or property, or (4) the
Company effects any reclassification of the Shares or any compulsory exchange pursuant to which the
Shares are effectively converted into or exchanged for other securities, cash or property (in any
such case, a Fundamental Transaction), then the Holder shall have the right thereafter to
receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as
it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it
had been, immediately prior to such Fundamental Transaction, the holder of the number of Shares
then issuable upon exercise in full of this Warrant (the Alternate Consideration). For
purposes of any such exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration
issuable in respect of one Share in such Fundamental Transaction, and the Company shall apportion
the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration. If holders of Shares are given
any choice as to the securities, cash or property to be received in a Fundamental Transaction, then
the Holder shall be given the same choice as to the Alternate Consideration it receives upon any
exercise of this Warrant following such Fundamental Transaction. Alternatively, if the Companys
holders own a majority of any successor or at the Holders option and request, then any successor
to the Company or surviving entity in such Fundamental Transaction shall issue to the Holder a new
warrant substantially in the form of this Warrant and consistent with the foregoing provisions and
evidencing the Holders right to purchase the Alternate Consideration for the aggregate Exercise
Price upon exercise thereof. The terms of any agreement pursuant to which a Fundamental
Transaction is effected shall include terms requiring any such successor or surviving entity to
comply with the provisions of this Section 15 and insuring that the Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent transaction analogous to a
Fundamental Transaction.
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17. Covenants of the Holder. The Holder of this Warrant hereby acknowledges and covenants as
follows: The Warrants evidenced hereby and any Shares of the Company issued pursuant to an
exercise of the Warrants have not been registered under the 1933 Act. The Warrants and any Shares
of the Company issued pursuant to an exercise of the Warrants have been or will be purchased for
investment only and not with a view to distribution or resale, and may not be made subject to a
security interest, pledged, hypothecated or otherwise transferred without an effective registration
statement for such Warrants and any Shares of the Company issued pursuant to an exercise of the
Warrants under the 1933 Act or an opinion of counsel for the Company that such registration is not
required under the 1933 Act.
18. Effect on Prior Warrants. The parties acknowledge that the Nx10 Warrant is hereby null and
void, and superseded in all respects.
IN WITNESS WHEREOF, the undersigned has executed this Warrant as of June
_____, 2010.
Company ASI TECHNOLOGY CORPORATION, a Nevada corporation |
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Acknowledged and agreed:
Holder
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Exhibit A
SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
The undersigned registered owner of this Warrant irrevocably exercises this Warrant and purchases
Shares in ASI Technology Corporation, purchasable with this Warrant, and herewith makes payment
therefore, all at the price and on the terms and conditions specified in this Warrant.
The undersigned hereby represents and warrants that the undersigned is acquiring such interest for
his own account and not for resale or with a view to, or for resale in connection with, the
distribution of any part thereof, and accepts such Shares subject to the restrictions contained in
the Warrant.
By the execution of this Subscription Form the undersigned acknowledges and agrees that: (i) the
Shares acquired pursuant to the exercise of this Warrant shall be fully subject to the terms and
conditions contained in the Bylaws, and that the undersigned has read and fully understands the
terms and conditions contained therein, and (ii) the undersigned shall be fully subject to the
terms of the Bylaws as a shareholder of the Company. The undersigned further agrees to execute
such other documents as is requested by the officers of the Company in furtherance of the
aforementioned.
DATED:
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