Attached files
file | filename |
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S-1/A - S-1/A - T3M INC. | a58133a7sv1za.htm |
EX-4.1 - EX-4.1 - T3M INC. | a58133a7exv4w1.htm |
EX-4.4 - EX-4.4 - T3M INC. | a58133a7exv4w4.htm |
EX-4.5 - EX-4.5 - T3M INC. | a58133a7exv4w5.htm |
EX-4.3 - EX-4.3 - T3M INC. | a58133a7exv4w3.htm |
EX-5.1 - EX-5.1 - T3M INC. | a58133a7exv5w1.htm |
EX-23.1 - EX-23.1 - T3M INC. | a58133a7exv23w1.htm |
EX-10.61 - EX-10.61 - T3M INC. | a58133a7exv10w61.htm |
EX-10.64 - EX-10.64 - T3M INC. | a58133a7exv10w64.htm |
EX-10.58 - EX-10.58 - T3M INC. | a58133a7exv10w58.htm |
Exhibit 4.2
VOID AFTER 5 P.M. EASTERN STANDARD TIME ON APRIL__, 2016
CLASS I WARRANTS TO PURCHASE COMMON STOCK
CLASS I WARRANTS TO PURCHASE COMMON STOCK
WI ___
|
_________ Warrants |
T3 MOTION, INC.
CUSIP 89853X 124
CUSIP 89853X 124
THIS CERTIFIES THAT ____________________________________
or its registered assigns, is
the registered holder of the number of Class I Warrants (Warrants) set forth above. Each Warrant
entitles the holder thereof to purchase from T3 Motion, Inc., a corporation incorporated under the
laws of the State of Delaware (the Company), subject to the terms and conditions set forth
hereinafter and in the Warrant Agency Agreement, hereinafter more fully described (the Warrant
Agreement), at any time on or after _________, 2011 [90 DAYS FROM THE DATE OF
ISSUANCE] and before the close of business on May __, 2016 (Expiration Date), one fully paid
and non-assessable share of Common Stock of the Company (Common Stock) upon presentation and
surrender of this Warrant Certificate, with the instructions for the registration and delivery of
Common Stock filled in, at the stock transfer office in Frisco, Texas, of Securities Transfer
Corporation, Warrant Agent of the Company (Warrant Agent), or of its successor warrant agent or,
if there be no successor warrant agent, at the corporate offices of the Company, and upon payment
of the Exercise Price (as defined in the Warrant Agreement) and any applicable taxes paid either in
cash, or by certified or official bank check, payable in lawful money of the United States of
America to the order of the Company. Each Warrant initially entitles the holder to purchase one
share of Common Stock for $ . The number and kind of securities or
other property for which the Warrants are exercisable are subject to adjustment in certain events,
such as mergers, splits, stock dividends and the like, to prevent dilution. All Warrants not
theretofore exercised will expire on the Expiration Date.
This Warrant Certificate is subject to all of the terms, provisions and conditions of the Warrant
Agency Agreement, dated as of May __, 2011, between the Company and the Warrant Agent, to all of
which terms, provisions and conditions the registered holder of this Warrant Certificate consents
by acceptance hereof. The Warrant Agreement is incorporated herein by reference and made a part
hereof and reference is made to the Warrant Agreement for a full description of the rights,
limitations of rights, obligations, duties and immunities of the Warrant Agent, the Company and the
holders of the Warrant Certificates. If there is a conflict between the terms of this Warrant
Certificate and the Warrant Agreement, the terms of the Warrant Agreement shall control. The
Warrant Agreement, and in turn, this Warrant Certificate, may be amended in certain circumstances
upon the execution of such amendment by the Warrant Agent and the Company or upon other
circumstances, upon the execution of such amendment by the Warrant Agent, the Company and the
holders of a majority of shares of Common Stock underlying all then outstanding Class I Warrants.
Copies of the Warrant Agreement are available for inspection at the stock transfer office of the
Warrant Agent or may be obtained upon written request addressed to the Company at T3 Motion, Inc.,
2990 Airway Avenue, Building A, Costa Mesa, CA 92626, Attention: Corporate Secretary.
The Company shall not be required upon the exercise of the Warrants evidenced by this Warrant
Certificate to issue fractions of Warrants, Common Stock or other securities, but shall round such
fraction as provided in the Warrant Agreement. In certain cases, the sale of securities by the
Company upon exercise of Warrants would violate the securities laws of the United States, certain
states thereof or other jurisdictions. The Company will use commercially reasonable efforts to
cause a registration statement to continue to be effective during the term of the Warrants with
respect to such sales under the Securities Act of 1933, and to take such action under the laws of
various states as may be required to cause the sale of securities upon exercise to be lawful.
However, the Company will not be required to honor the exercise of Warrants if, in the opinion of
the Board of Directors, upon advice of counsel, the sale of securities upon such exercise would be
unlawful. This Warrant Certificate, with or without other Certificates, upon surrender to the
Warrant Agent, any successor warrant agent or, in the absence of any successor warrant agent, at
the corporate offices of the Company, may be exchanged for another Warrant Certificate or
Certificates evidencing in the aggregate the same number of Warrants as the Warrant Certificate or
Certificates so surrendered. If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon surrender hereof another
Warrant Certificate or Certificates evidencing the number of Warrants not so exercised. No holder
of this Warrant Certificate, as such, shall be entitled to vote, receive dividends or be deemed the
holder of Common Stock or any other securities of the Company which may at any time be issuable on
the exercise hereof for any purpose whatever, nor shall anything contained in the Warrant Agreement
or herein be construed to confer upon the holder of this Warrant Certificate, as such, any of the
rights of a stockholder of the Company or any right to vote for the election of directors or upon
any matter submitted to stockholders at any meeting thereof or give or withhold consent to any
corporate action (whether upon any matter submitted to stockholders at any meeting thereof, or give
or withhold consent to any merger, recapitalization, issuance of stock, reclassification of stock,
change of par value or change of stock to no par value, consolidation, conveyance or otherwise) or
to receive notice of meetings or other actions affecting stockholders (except as provided in the
Warrant Agreement) or to receive dividends or subscription rights or otherwise until the Warrants
evidenced by this Warrant Certificate shall have been exercised and the Common Stock purchasable
upon the exercise thereof shall have become deliverable as provided in the Warrant Agreement.
If this Warrant Certificate shall be surrendered for exercise within any period during which the
transfer books for the Companys Common Stock or other class of stock purchasable upon the exercise
of the Warrants evidenced by this Warrant Certificate are closed for any purpose, the Company shall
not be required to make delivery of certificates for shares purchasable upon such transfer until
the date of the reopening of said transfer books.
Every holder of this Warrant Certificate by accepting the same consents and agrees with the
Company, the Warrant Agent, and with every other holder of a Warrant Certificate that:
(a) this Warrant Certificate is transferable on the registry books of the Warrant Agent only
upon the terms and conditions set forth in the Warrant Agreement, and
(b) the Company and the Warrant Agent may deem and treat the person in whose name this Warrant
Certificate is registered as the absolute owner hereof (notwithstanding any notation
of ownership or other writing thereon made by anyone other than the Company or the Warrant Agent)
for all purposes whatsoever and neither the Company nor the Warrant Agent shall be
affected by any notice to the contrary. The Company shall not be required to issue or deliver any
certificate for shares of Common Stock or other securities upon the exercise of Warrants evidenced
by this Warrant Certificate until any tax which may be payable in respect thereof by the holder of
this Warrant Certificate pursuant to the Warrant Agreement shall have been paid, such tax being
payable by the holder of this Warrant Certificate at the time of surrender.
This Warrant Certificate shall not be valid or obligatory for any purpose until it shall have been
countersigned by the Warrant Agent.
(Remainder of page intentionally left blank; signature page follows)
WITNESS the facsimile signatures of the proper officers of the Company and its corporate seal.
Dated: _________
T3 MOTION, INC. |
||||
By: | ||||
Name: | ||||
Title: | President and Chief Executive Officer | |||
Attest: | ||||
Secretary |
Countersigned:
By:
Authorized Officer
Authorized Officer