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Warrant Certificate

 

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Title:

Warrant Certificate

Entities:

ICX Electronics Inc

Date:

2001

Size:

Preview shows 5KB of 34KB total

Price:

$37

ID:

#1541258

 

 

► Miscellany ► Certificates ► Warrant Certificates

 

 

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                              WARRANT CERTIFICATE



No. 7 500,000 Warrants

THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES
LAWS. SUCH WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER
APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF
COUNSEL REASONABLY SATISFACTORY TO ICX ELECTRONICS.COM, SUCH QUALIFICATION AND
REGISTRATION IS NOT REQUIRED PURSUANT TO AN EXEMPTION THEREFROM. NO TRANSFER OF
ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.

VOID AFTER APRIL 25, 2001

WARRANTS FOR THE
PURCHASE OF PREFERRED STOCK

THIS CERTIFIES THAT, FOR VALUE RECEIVED, MAGNECOMP INTERNATIONAL LIMITED, a
corporation organized and existing under the laws of the Nation of Singapore
(the "Holder"), is the owner of the number of warrants specified above (the
"Warrants") issued by ICX ELECTRONICS.COM, a corporation organized and existing
under the laws of the State of California (the "Corporation"). The Warrants
represented hereby entitle the Holder to purchase, subject to the terms and
conditions set forth in this instrument (the "Warrant Certificate"), five
hundred thousand (500,000) shares of validly-issued, fully-paid and
non-assessable shares of the preferred stock of the Corporation (the "Preferred
Stock"). Such purchase may be made subject to the terms hereof, at any time, and
from time to time, prior to or on the Expiration Date (as hereinafter defined),
upon the presentation and surrender of this Warrant Certificate with a written
notice signed by the Holder stating the number of shares of Preferred Stock with
respect to which such exercise is being made, at the principal corporate address
of the Corporation, accompanied by payment of Four Dollars ($4.00) per share (as
may be adjusted hereunder) for each Warrant exercised (the "Purchase Price") in
lawful money of the United States of America in cash or by official bank or
certified check made payable to ICX ELECTRONICS.COM. The Purchase Price and the
number of shares of Preferred Stock subject to purchase upon the exercise of the
Warrants are subject to modification or adjustment as set forth herein.

SECTION 1. DEFINITIONS. As used herein, the following terms shall have the
following meanings, unless the context shall otherwise require:

(a) "Adjusted Purchase Price" shall have the meaning given to it in
Section 5 of this Agreement.

(b) "Change of Shares" shall have the meaning given to it in Section 5
of this Agreement.

(c) "Commission" shall mean the United States Securities and Exchange
Commission.


Page 1
<PAGE> 2

(d) "Corporate Office" shall mean the office of the Corporation at
which, at any particular time, its principal business shall be
administered, which office is currently located at 400 Camino de
Estrella, Suite C, San Clemente, California 92672.

(e) "Exercise Date" shall mean, as to any Warrant, the date on which
the Corporation shall have received both (a) this Warrant
Certificate, together with a written notice of exercise in
accordance herewith, duly executed by the Holder hereof, or his
attorney duly authorized in writing, and indicating that the
Holder is thereby exercising such Warrant, and (b) payment in
cash, or by official bank or certified check made payable to the
Corporation, of an amount in lawful money of the United States of
America equal to the applicable Purchase Price.

(f) "Expiration Date" shall mean 5:00 P.M. (Pacific Standard Time) on
April 25, 2001. If such date shall be a holiday or a day on which
banks are authorized to close in the State of California, then the
Expiration Date shall mean 5:00 P.M. (Pacific Standard Time) of
the next consecutive day on which does not fall on a holiday or a
day on which banks are authorized to close in the State of
California.

 

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