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take a guess.
no clue...
so what's the answer?
as usual...
Are u talking to yourself?
no one cares?
8K out re merger
That's unfortunate, we tried a few times via email and phone and never heard anything back.
Have you been able to reach the CEO?
I am to, I figured I'd give her through about Tuesday to anweser.
Tried contacting the CEO via E-Mail and no response...Total of 5 attempts by me and the assistant MOD...About ready to give up on this one!
This board is quiet..Anybody home?
i wonder whats the next company to try the Mike Alexander experiment/soggy logs experiment... hahahah
Yeah...it just "might".
Based on the merger agreement this deal is history.
this part might be a "red flag"
Item 2.04 - Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
On April 4, 2007, the Company's common stock was delisted from trading on the Nasdaq Capital Market. Pursuant to the terms of the Company's 13% Secured Convertible Debentures due November 24, 2007 (the “Debentures”), failure to be listed on a major exchange constitutes an Event of Default. As such, the holders of the Debentures may elect to accelerate the Debentures and demand an immediate cash payment of 120% of the outstanding aggregate principal amount of $1,643,050, plus accrued but unpaid interest, liquidated damages and other amounts owing in respect thereof through the date of acceleration. Additionally, commencing five days after the occurrence of any Event of Default that results in the eventual acceleration of the Debentures, the interest rate on the Debentures will accrue at an interest rate equal to the lesser of 18% per annum or the maximum rate permitted under applicable law. The holders of the Debentures have the right to seize and liquidate the Company's assets at any time.
Dallas. Thanks for sharing that. I thought that's what I had read, but haven't had time to go back and look. Pretty much sums it up.
I found this little piece in the 8K
NASDAQ Listing . As of the Effective Time, Parent shall have satisfied all requirements in order for the shares of Parent Common Stock to be issued in the Merger to be listed on the NASDAQ Capital Market.
I would assume that will be at least one itme used to void the merger.
Dallas: That's what I'm assuming. eom
so I would think it is expected the merger agreement will be nullified soon in a PR?
LOL, Port. No need for either one of us to moderate this one. Just let me know when we know what our new board will be for Ecowood and I'll be happy to help there.
The fork is stuck in this puppy!
Analytical Surveys Announces Nasdaq Delisting
Tuesday April 3, 4:05 pm ET
SAN ANTONIO, April 3 /PRNewswire-FirstCall/ -- Analytical Surveys, Inc. (ASI) (Nasdaq: ANLT - News), today announced that on April 2, 2007, the Company received notice from the staff of the Nasdaq Stock Market (the "Staff") that the Nasdaq Listing Qualification Panel has denied the Company's appeal of the Staff's January 18, 2007 decision to delist the common stock of the Company. Accordingly, the Company's common stock will be delisted effective at the open of business on April 4, 2007. The Company's common stock will continue to be traded on the OTC Pink Sheets. Additionally, the Company will seek to establish relationships with market makers and commence trading on the OTC Bulletin Board as soon as practicable. However, there can be no assurance that a market for the Company's shares will develop.
ADVERTISEMENT
The Panel's decision to delist the Company's common stock was based on two continued listing deficiencies. First, the Panel noted the Company's non- compliance with Nasdaq Marketplace Rule 4310(c)(2)(B) requiring the Company to have: (i) a minimum of $2,500,000 in stockholders' equity as of December 31, 2006; (ii) at least $35,000,000 in market value of listed securities, or (iii) at least $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. As reported in the Company's Form 10-QSB for the quarter ended December 31, 2006, the Company had stockholders' equity of $2,448,000 at December 31, 2006.
Second, as announced on July 27, 2006, the Staff's original decision to delist the Company was due to the Company's non-compliance with Nasdaq Marketplace Rule 4310(c)(4) requiring that the minimum bid price of the Company's common stock exceed $1.00 per share. In order to regain compliance with this rule the Company had to achieve a $1.00 minimum bid price for 10 consecutive trading days during the 180-day period ending on January 17, 2007. The Company was unable to regain compliance with Marketplace Rule 4310(c)(4).
ASI's Chief Executive Officer, Lori Jones, said that management does not expect the Staff's determination will have any impact on ASI's day-to-day operations. "While we are disappointed with the Panel's decision, we will continue normal operations and pursue merger and acquisition opportunities that can provide shareholder value. Our small capital structure and the limited number of shares outstanding has restricted the growth steps we can accomplish under Nasdaq Marketplace Rules. We plan to continue to meet our reporting obligations with the Securities and Exchange Commission and maintain corporate standards as we strive to build the Company."
Analytical Surveys, Inc., which has historically served the GIS markets, has recently transitioned its focus toward the development of oil and gas exploration and production opportunities. ASI's Energy Division is focused on high-quality exploratory and developmental drilling opportunities, as well as purchases of proven reserves with upside potential attributable to behind-pipe reserves, infill drilling, deeper reservoirs and field extension opportunities. ASI is headquartered in San Antonio, Texas. For more information, visit www.asienergy.com.
yeah i put that up on the second post...
but the interesting note is.... i thought Fundamazon was the only company to have the license? well Ecowood had one as well..
the Enviro-recoverys information on the deal is more interesting since it explains what cut each company got on the future biz. Also i was able to get some comments on an ex-officer of Enviro...which assited in my DD
Those links don't point to the right place...try these instead:
RAZÃO SOCIAL: FUNDAMAZON
http://sectam.pa.gov.br/seiamlic/CAD_LIC_list.asp?s_NUMERO_LIC=&s_TIPO_LIC=&s_VALIDADE_INICI...
http://sectam.pa.gov.br/seiamlic/CAD_LIC_maint.asp?s_NUMERO_LIC=&s_TIPO_LIC=&s_VALIDADE_INIC...
Here is a list of licenses by FundAmazon
http://www.sectam.pa.gov.br/seiamlic/CAD_LIC_list.asp?s_NUMERO_LIC=&s_TIPO_LIC=&s_VALIDADE_I....
Here is the last one.. ending in 2007
http://www.sectam.pa.gov.br/seiamlic/CAD_LIC_maint.asp?s_NUMERO_LIC=&s_TIPO_LIC=&s_VALIDADE_....
tax id # 83.340.992/0001-23
Some DD on the Ecowood.
here is link for the license on the logging. Looks to have expired in 2000.
http://www.sectam.pa.gov.br/seiamlic/CAD_LIC_maint.asp?CAD_LICPage=696&CODIGO_PROJETO=000013498
To look up Ecowoods tax id number in brazil
http://www.receita.fazenda.gov.br/PessoaJuridica/CNPJ/cnpjreva/Cnpjreva_Solicitacao.asp
The CNPJ # (tax id) is 02432567000162
enter that number in the website above and you can see the companys info registered in Brazil.
Interesting info from SEC filing of Enviro-Recovery
AGREEMENT
This agreement is made this 20th day of November, 1999, by and between
Enviro-Recovery, Inc. ("Enviro"), having corporate offices at 2200 East Lake
Shore Drive, Ashland, WI 54806, USA, and the companies, FundAmazon, with its
corporate offices at Conj.Eoclides Figoeido, Rua "J" no 15- Belem, Para, Brazil,
tax registration # 83.340.992/001-23 and Eco-Wood, Ltd. ("Eco- Wood") with its
corporate offices at Rua Tancredo Neves 500-Breves Para, Brazil, tax
registration # 02.432.567/001-62.
FundAmazon and Eco-Wood represent the following:
1. FundAmazon, a non-profit Brazilian company, has the sole license
granted by the State of Para and IBAMA ("Para licenses") in existence for
recovering wood in the State of Para from the Amazon River and all bodies of
fresh water connected to or part of the Amazon River ("Amazon River System"). No
companies or organizations other than FundAmazon have been granted a license or
awarded a contract to extract wood from the Amazon River System by any Brazilian
government agency except for Lake Tucurui.
2. FundAmazon has granted rights to recover wood from the Amazon River
System in the state of Para to Eco-Wood, Ltd., a commercial Brazilian company by
contract ("sublicense") and has not granted recovery rights to any other party.
Therefore, Eco-Wood is the only company that can legal recover wood from the
Amazon River in the state of Para.
3. FundAmazon and Eco-Wood have the authority to grant sublicenses to
recover wood from the Amazon River in the State of Para and the licenses are
assignable to third parties.
4. The licenses held by FundAmazon effectively preclude any company
from obtaining a license to extract wood from the Amazon River System and
further that these licenses give FundAmazon the first rights to salvage wood
from the Amazon River.
5. Eco-Wood is currently recovering wood from the activated areas of
the Para licenses. The area of the Amazon River System covered by the activated
area of the licenses include all rivers in the State of Para.
6. The mill operated by Eco-Wood can receive an international
certification equivalent to FSC or Smartwood certification after correcting
minor discrepancies.
7. Based on the density of logs in the Amazon River estimated from
salvage operations, Eco-Wood and FundAmazon project that the areas in the Amazon
River covered by the activated part of their licenses contain from 10 to 60
million cubic meters of logs.
WHEREAS, Enviro has developed a business in processing and selling salvaged
underwater wood.
EX-10.4 2nd Page of 5 TOC 1st Previous Next Bottom Just 2nd
AND WHEREAS, Enviro has developed techniques to locate submersed logs and tree
with the help of sidescan sonar.
NOW, the parties hereby agree as follows:
1. The parties shall prepare and execute an acquisition agreement
containing the following terms:
(a) Upon execution of the acquisition agreement, a Brazilian
subsidiary of Enviro ("the Subsidiary") will acquire the
assets of Eco-Wood (including FundAmazon/Eco-Wood contracts,
licenses, license rights, and other intangible assets) and
Eco-Wood will grant the sole sublicense to Enviro-Recovery,
Inc. for recovering wood from the Amazon River, Inc.
(b) Enviro will transfer 3,000,000 shares of common stock
to Eco-Wood using the following schedule
(i) 1,000,000 shares upon execution of
acquisition agreement;
(ii) 1,000,000 shares one year from the date of
the acquisition agreement;
(iii) 1,000,000 shares two years from the date of
the acquisition agreement;
(iv) the stock will be restricted for not less than
one year depending on U.S. securities laws and its issuance
contingent upon Enviro being the only company that can salvage
wood from the Amazon River System in the state of Para from
the date of this agreement until the stock is issued.
(c) As long as Enviro is the only company that can legally
recover wood from the Amazon River System with the exception
of Lake Tucurui, Enviro shall pay Eco-Wood a royalty of 2% of
net payments received for wood retrieved under this license
and sold by the Subsidiary. Royalties shall be paid quarterly
and shall be subject to adjustment based on receipt of payment
and deductions, bad debt, etc.
(d) Options to Eco-Wood for 1,200,000 shares to be granted at
$.20 when a sole license is granted to Enviro for recovery of
logs from the Amazon River System, state of Para and that
FundAmazon provides Enviro with license documentation to
support that Enviro is the only company that can recover wood
from the Amazon River System in the State of Para. FundAmazon
will meet the documentation requirement upon Enviro confirming
that the federal and state licenses or appropriate
legislation, regulations, etc. represent that any competitor
that wants to recover wood from the Amazon River must obtain
the permission of FundAmazon or show that FundAmazon can stop
the competitor by starting a salvage option in the part of the
EX-10.4 3rd Page of 5 TOC 1st Previous Next Bottom Just 3rd
river that the competitor applied for recovery rights
("documentation requirements"). The documentation,
validity and support must be acceptable, in terms of content
and length of time, in the judgment of Enviro ("agreeable
license terms") for the Options to be granted. The Options
shall not be granted if the documentation requirements or
agreeable license terms are not met within 18 months of this
agreement. After the options are granted, options for
purchasing 200,000 shares shall vest every 12 months after the
options are granted. The options shall be exercisable for 2
years after the options vest. If another company legally
recovers wood from the Amazon River in the State of Para all
unexercised options expire.
(e) Options to Eco-Wood for 1,200,000 shares to be granted at
$.20 when a sole license is granted to Enviro for removal of
logs from the Amazon River System, state of Amazonia and that
FundAmazon provides Enviro with license documentation to
support that Enviro is the only company that can recover wood
from the Amazon River System in the State of Para. FundAmazon
will meet the documentation requirement upon Enviro confirming
that the federal and state licenses or appropriate
legislation, regulations, etc. represent that any competitor
that wants to recover wood from the Amazon River must obtain
the permission of FundAmazon or shows that FundAmazon can stop
the competitor by starting a salvage operation in the part of
the river that the competitor applied for recovery rights
("documentation requirements"). The documentation, validity
and support must be acceptable, in terms of content of length
of time, in the judgment of Enviro ("agreeable license terms")
for the Options to be granted. The Options shall not be
granted if the documentation requirements or agreeable license
terms are not met within 18 months of this agreement. After
the options are granted, options for purchasing 200,000 shares
shall vest every 12 months after the options are granted. The
options shall be exercisable for 2 years after the options
vest. If another company legally recovers wood from the Amazon
River in the State of Amazonia all unexercised options expire.
(f) Eco-Wood has the right to retain its name and legal
identity.
(g) Eco-Wood shall have the right of first refusal to
reacquire license rights at fair market value if Enviro or,
its assignee, ceased at it's volition for reasons other than
economic, legal or political to recover logs under this
license for a continuous period of six months. This first
right of refusal extends until two years from the date that
the acquisition agreement is executed.
(h) Enviro cannot reassign the license to a non-affiliated 3rd
party during the period when shares in item (b) above are not
issued without the written consent of Eco-Wood which shall not
be withheld unreasonably.
(i) Enviro agrees to meet all requirements as specified in the
licenses for recovering wood from the Amazon River.
EX-10.4 4th Page of 5 TOC 1st Previous Next Bottom Just 4th
(j) FundAmazon and Eco-Wood agree to keep all required
licenses for wood recovery current and active and to ensure
that the licenses are renewed so there is no period during
which all licenses are not active.
(k) Enviro or its subsidiary have the rights to act as a power
of attorney for FundAmazon or Eco-Wood if FundAmazon or
Eco-Wood are not take the necessary steps to maintain or renew
the licenses to recover wood from the Amazon River System.
2. Both parties shall proceed expeditiously to prepare and to
execute the acquisition agreement.
3. Enviro may terminate or abandon this agreement, at any time,
if
(a) Eco-Wood or FundAmazon is in material default or
breach of the terms hereof or is in default in the due and
timely performance of any of its covenants and agreements
contained herein (including, but not limited to,
(i) the recovery license cannot be transferred
or sublicensed to Enviro,
(ii) the recovery license is not or will not be
exclusive to Enviro other than because Enviro did not act as
required or permitted,
(iii) the recovery license is terminable by any party
or government authority for any reason other than failure to
retrieve logs by Enviro for greater than six months,
(iv) the recovery license is terminated other
than because of a breach or failure to act by Enviro,
(v) the assets of Eco-Wood are not previously
represented,
(vi) Enviro or its subsidiary are prohibited from
conducting business in Brazil,
(vii) Enviro is unable to account for its assets
acquired from Eco-Wood on a consolidated basis as required by
United States law or GAAP through no fault of its own), and
the default cannot be cured within a reasonable time, or
(b) the representations and warranties of Eco-Wood or
FundAmazon given to Enviro are not true and correct at any
time before the entry into an asset purchase agreement.
4. Enviro and Eco-Wood/FundAmazon may terminate this agreement if
an asset purchase agreement is not entered into by July 1, 2000.
EX-10.4 Last Page of 5 TOC 1st Previous Next Bottom Just 5th
In Witness whereof, the parties hereto have caused this Agreement to be executed
by their duly authorized representatives on the date first written above.
---------------------------- ----------------------------
John Vallosa Gregory J. Grambow
President Chief Executive Officer
FundAmazon Enviro-Recovery, Inc.
---------------------------- ----------------------------
Don Davis Josue Matos
Director and Officer Director and Officer
Eco-Wood Ltd. Eco-Wood Ltd.
"I'll pull a listing of all filings, good or bad...the whole story gives people the materials to make informed decisions. Thank you very much for the request."
Thank you!
I'll pull a listing of all filings, good or bad...the whole story gives people the materials to make informed decisions. Thank you very much for the request.
Keep it clean folks...Do not print personal attacks or assumptions on people's positions.
Several posts are factually inaccurate at this point.
Berge...Nice work. When I have time to review them I will.
If you have links to actual docs I will be happy to put them in the top page.
The important questions are these...
Do you own shares?
And if you do...did you buy because you were privy to information other shareholders were not? I recall yourself and few others that once sat on the SHC for CSHD often met in private paltalk rooms in which you were privy to information other shareholders were not and yet you (the SHC) failed to inform shareholders, the same ones you were suppose to represent, of these meetings or the information you were given. Is that not true?
It's probably safe to assume everyone of the SHC members are probably shareholders here as well...right?
Has Mike A. finally learned enough about bonds to issue credit against his soggy logs you think?
so many questions...
oh, and i think one's history is always relevant...history is perhaps one of the best "tool" prospective investors have at their disposal. To supress a company or it's officer's history is to suppress relevant due diligence effort. When we look at price chart, we look at history. When ask about CSHD or Fronthaul, we wish to look at history..
"..because Mike Alexander is a sneaky son-of-a-bitch" -Mike Alexander
Wow what a stunning visual depiction of a scammy penny stock, best I've ever seen!
like the Exxon Valdez strapped onto Challenger and fired point blank into 3-Mile Island....In my opinion
also class, C,D,E warrants...I could go on, but this might be the biggest risk, with little or no chance of reward out there...
SECURITY AGREEMENT
1. Identification.
This Security Agreement (the "Agreement"), dated as of May 31, 2006, is entered into by and between Analytical Surveys, Inc., a Colorado corporation ("Parent"), Survey Holdings, Inc., a Texas corporation, ASI of Puerto Rico Inc., a Puerto Rico corporation (each a "Guarantor" and together with Parent, each a "Debtor" and collectively the "Debtors"), and S. Michael Rudolph, as collateral agent acting in the manner and to the extent described in the Collateral Agent Agreement defined below (the "Collateral Agent"), for the benefit of the parties identified on Schedule A hereto (collectively, the "Lenders").
2. Recitals.
2.1 The Lenders have made, are making and will be making loans to Parent (the "Loans"). It is beneficial to each Debtor that the Loans were made and are being made.
2.2 The Loans are and will be evidenced by certain convertible promissory notes (each a "Note") issued by Parent on or about the date of and after the date of this Agreement pursuant to subscription agreements (each a "Subscription Agreement") to which Parent and Lenders are parties. The Notes are further identified on Schedule A hereto and were and will be executed by Parent as "Borrower" or "Debtor" for the benefit of each Lender as the "Holder" or "Lender" thereof. Schedule A hereto may be amended to include such other Lenders who become parties hereto and sign this Agreement, the Collateral Agent Agreement and any other agreement reasonably requested by the Collateral Agent, who will have purchased Notes pursuant to the Subscription Agreement.
2.3 In consideration of the Loans made and to be made by Lenders to Parent and for other good and valuable consideration, and as security for the performance by Parent of its obligations under the Notes and as security for the repayment of the Loans and all other sums due from Debtors to Lenders arising under the Transaction Documents (as defined in the Subscription Agreement), and any other agreement between or among them (collectively, the "Obligations"), each Debtor, for good and valuable consideration, receipt of which is acknowledged, has agreed to grant to the Collateral Agent, for the benefit of the Lenders, a security interest in the Collateral (as such term is hereinafter defined), on the terms and conditions hereinafter set forth. Obligations include all future advances by Lenders to Debtor made pursuant to the Subscription Agreement.
2.4 The Lenders have appointed S. Michael Rudolph as Collateral Agent pursuant to that certain Collateral Agent Agreement dated at or about the date of this Agreement ("Collateral Agent Agreement"), among the Lenders and Collateral Agent.
2.5 The following defined terms which are defined in the Uniform Commercial Code in effect in the State of New York on the date hereof are used herein as so defined: Accounts, Chattel Paper, Documents, Equipment, General Intangibles, Instruments, Inventory and Proceeds.
3. Grant of General Security Interest in Collateral.
1. As security for the Obligations of Debtors, each Debtor hereby grants the Collateral Agent, for the benefit of the Lenders, a security interest in the Collateral.
2. "Collateral" shall mean all of the following property of Debtors:
(A) All now owned and hereafter acquired right, title and interest of Debtors in, to and in respect of all Accounts, Goods, real or personal property, all present and future books and records relating to the foregoing and all products and Proceeds of the foregoing, and as set forth below:
(i) All now owned and hereafter acquired right, title and interest of Debtors in, to and in respect of all: Accounts, interests in goods represented by Accounts, returned, reclaimed or repossessed goods with respect thereto and rights as an unpaid vendor; contract rights; Chattel Paper; investment property; General Intangibles (including but not limited to, tax and duty claims and refunds, registered and unregistered patents, trademarks, service marks, certificates, copyrights trade names, applications for the foregoing, trade secrets, goodwill, processes, drawings, blueprints, customer lists, licenses, whether as licensor or licensee, chooses in action and other claims, and existing and future leasehold interests in equipment, real estate and fixtures); Documents; Instruments; letters of credit, bankers' acceptances or guaranties; cash moneys, deposits; securities, bank accounts, deposit accounts, credits and other property now or hereafter owned or held in any capacity by Debtors, as well as agreements or property securing or relating to any of the items referred to above;
(ii) Goods: All now owned and hereafter acquired right, title and interest of Debtors in, to and in respect of goods, including, but not limited to:
(a) All Inventory, wherever located, whether now owned or hereafter acquired, of whatever kind, nature or description, including all raw materials, work-in-process, finished goods, and materials to be used or consumed in Debtors' business; finished goods, timber cut or to be cut, oil, gas, hydrocarbons, and minerals extracted or to be extracted, and all names or marks affixed to or to be affixed thereto for purposes of selling same by the seller, manufacturer, lessor or licensor thereof and all Inventory which may be returned to any Debtor by its customers or repossessed by any Debtor and all of Debtors' right, title and interest in and to the foregoing (including all of a Debtor's rights as a seller of goods);
(b) All Equipment and fixtures, wherever located, whether now owned or hereafter acquired, including, without limitation, all machinery, furniture and fixtures, and any and all additions, substitutions, replacements (including spare parts), and accessions thereof and thereto (including, but not limited to Debtors' rights to acquire any of the foregoing, whether by exercise of a purchase option or otherwise);
(iii) Property: All now owned and hereafter acquired right, title and interests of Debtors in, to and in respect of any other personal property in or upon which a Debtor has or may hereafter have a security interest, lien or right of setoff;
(iv) Books and Records: All present and future books and records relating to any of the above including, without limitation, all computer programs, printed output and computer readable data in the possession or control of the Debtors, any computer service bureau or other third party; and
(v) Products and Proceeds: All products and Proceeds of the foregoing in whatever form and wherever located, including, without limitation, all insurance proceeds and all claims against third parties for loss or destruction of or damage to any of the foregoing.
(B) All now owned and hereafter acquired right, title and interest of Debtors in, to and in respect of the following:
(i) the shares of stock, partnership interests, member interests or other equity interests at any time and from time to time acquired by Debtors of any and all entities now or hereafter existing, (such entities, being hereinafter referred to collectively as the "Pledged Issuers" and individually as a "Pledged Issuer"), the certificates representing such shares, partnership interests, member interests or other interests all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares, partnership interests, member interests or other interests;
(ii) all additional shares of stock, partnership interests, member interests or other equity interests from time to time acquired by Debtors, of any Pledged Issuer, the certificates representing such additional shares, all options and other rights, contractual or otherwise, in respect thereof and all dividends, distributions, cash, instruments, investment property and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such additional shares, interests or equity; and
(iii) all security entitlements of Debtors in, and all Proceeds of any and all of the foregoing in each case, whether now owned or hereafter acquired by a Debtor and howsoever its interest therein may arise or appear (whether by ownership, security interest, lien, claim or otherwise).
(C) Without limiting the description or composition of any component of Collateral, Collateral shall also include the Debtor's interest of all types and kinds in and to real estate, mineral, development any other right or claim to a right in Section 9 of Township 8N, Range 17W in Washita County, Oklahoma.
3.3 Notwithstanding anything to the contrary contained herein or any Transaction Document, Collateral shall not include any personal property which is, or at the time of a Debtor's acquisition thereof shall be subject to a purchase money mortgage or other purchase money lien or security interest (including capital leases), and the items of property identified on Schedule 3.3.
3.4 The Collateral Agent is hereby specifically authorized, after the Maturity Date (defined in the Notes) accelerated or otherwise, or after an Event of Default (as defined herein) and the expiration of any applicable cure period, to transfer any Collateral into the name of the Collateral Agent and to take any and all action deemed advisable to the Collateral Agent to remove any transfer restrictions affecting the Collateral.
4. Perfection of Security Interest.
4.1 Each Debtor shall prepare, execute and deliver to the Collateral Agent UCC-1 Financing Statements. The Collateral Agent is instructed to prepare and file at each Debtor's cost and expense, financing statements in such jurisdictions deemed advisable to the Collateral Agent, including but not limited to the States of Colorado, Texas and Puerto Rico. The Financing Statements are deemed to have been filed for the benefit of the Collateral Agent and Lenders identified on Schedule A hereto.
4.2 The Parent shall deliver to Collateral Agent promptly stock certificates representing all of the shares of outstanding capital stock of the Guarantor (the "Securities"). All such certificates shall be held by or on behalf of Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance satisfactory to Collateral Agent.
4.3 All other certificates and instruments constituting Collateral from time to time required to be pledged to Collateral Agent pursuant to the terms hereof (the "Additional Collateral") shall be delivered to Collateral Agent promptly upon receipt thereof by or on behalf of Debtors. All such certificates and instruments shall be held by or on behalf of Collateral Agent pursuant hereto and shall be delivered in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment or undated stock powers executed in blank, all in form and substance satisfactory to Collateral Agent. If any Collateral consists of uncertificated securities, unless the immediately following sentence is applicable thereto, Debtors shall cause Collateral Agent (or its custodian, nominee or other designee) to become the registered holder thereof, or cause each issuer of such securities to agree that it will comply with instructions originated by Collateral Agent with respect to such securities without further consent by Debtors. If any Collateral consists of security entitlements, Debtors shall transfer such security entitlements to Collateral Agent (or its custodian, nominee or other designee) or cause the applicable securities intermediary to agree that it will comply with entitlement orders by Collateral Agent without further consent by Debtors.
4.4 Within five (5) days after the receipt by a Debtor of any Additional Collateral, a Pledge Amendment, duly executed by such Debtor, in substantially the form of Annex I hereto (a "Pledge Amendment"), shall be delivered to Collateral Agent in respect of the Additional Collateral to be pledged pursuant to this Agreement. Each Debtor hereby authorizes Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder constitute Collateral.
4.5 If Debtor shall receive, by virtue of Debtor being or having been an owner of any Collateral, any (i) stock certificate (including, without limitation, any certificate representing a stock dividend or distribution in connection with any increase or reduction of capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock split, spin-off or split-off), promissory note or other instrument, (ii) option or right, whether as an addition to, substitution for, or in exchange for, any Collateral, or otherwise, (iii) dividends payable in cash (except such dividends permitted to be retained by Debtor pursuant to Section 5.2 hereof) or in securities or other property or (iv) dividends or other distributions in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in surplus, Debtor shall receive such stock certificate, promissory note, instrument, option, right, payment or distribution in trust for the benefit of Collateral Agent, shall segregate it from Debtor's other property and shall deliver it forthwith to Collateral Agent, in the exact form received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by Collateral Agent as Collateral and as further collateral security for the Obligations.
5. Distribution.
5.1 So long as no Event of Default exists, Debtors shall be entitled to exercise all voting power pertaining to any of the Collateral, provided such exercise is not contrary to the interests of the Lenders and does not impair the Collateral.
5.2. At any time an Event of Default exists or has occurred, all rights of Debtors, upon notice given by Collateral Agent, to exercise the voting power and receive payments, which it would otherwise be entitled to pursuant to Section 5.1, shall cease and all such rights shall thereupon become vested in Collateral Agent, which shall thereupon have the sole right to exercise such voting power and receive such payments.
5.3 All dividends, distributions, interest and other payments which are received by Debtors contrary to the provisions of Section 5.2 shall be received in trust for the benefit of Collateral Agent as security and Collateral for payment of the Obligations shall be segregated from other funds of Debtors, and shall be forthwith paid over to Collateral Agent as Collateral in the exact form received with any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by Collateral Agent as Collateral and as further collateral security for the Obligations .
6. Further Action By Debtors; Covenants and Warranties.
6.1 Collateral Agent at all times shall have a perfected security interest in the Collateral, the Securities, Additional Collateral (the "Perfected Collateral"). Each Debtor has and will continue to have full title to the Collateral free from any liens, leases, encumbrances, judgments or other claims. Collateral Agent's security interest in the Collateral constitutes and will continue to constitute a first, prior and indefeasible security interest in favor of Collateral Agent. Each Debtor will do all acts and things, and will execute and file all instruments (including, but not limited to, security agreements, financing statements, continuation statements, etc.) reasonably requested by Collateral Agent to establish, maintain and continue the perfected security interest of Collateral Agent in the Perfected Collateral, and will promptly on demand, pay all costs and expenses of filing and recording, including the costs of any searches reasonably deemed necessary by Collateral Agent from time to time to establish and determine the validity and the continuing priority of the security interest of Collateral Agent, and also pay all other claims and charges that, in the opinion of Collateral Agent, exercised in good faith, are reasonably likely to materially prejudice, imperil or otherwise affect the Collateral or Collateral Agent's or Lenders' security interests therein.
6.2 Other than in the ordinary course of business, for fair value and in cash, and except for Collateral which is substituted by assets of identical or greater value (with the consent of the Collateral Agent) or which is inconsequential in value, each Debtor will not sell, transfer, assign or pledge those items of Collateral (or allow any such items to be sold, transferred, assigned or pledged), without the prior written consent of Collateral Agent other than a transfer of the Collateral to a wholly-owned United States formed and located wholly-owned subsidiary or to another Debtor on prior notice to Collateral Agent, and provided the Collateral remains subject to the security interest herein described. Although Proceeds of Collateral are covered by this Agreement, this shall not be construed to mean that Collateral Agent consents to any sale of the Collateral, except as provided herein. Sales of Collateral in the ordinary course of business shall be free of the security interest of Lenders and Collateral Agent and Lenders and Collateral Agent shall promptly execute such documents (including without limitation releases and termination statements) as may be required by Debtors to evidence or effectuate the same.
6.3 Each Debtor will, at all reasonable times during regular business hours and upon reasonable notice, allow Collateral Agent or its representatives free and complete access to the Collateral and all of such Debtor's records which in any way relate to the Collateral, for such inspection and examination as Collateral Agent reasonably deems necessary.
6.4 Each Debtor, at its sole cost and expense, will protect and defend this Security Agreement, all of the rights of Collateral Agent and Lenders hereunder, and the Collateral against the claims and demands of all other persons.
6.5 Debtors will promptly notify Collateral Agent of any levy, distraint or other seizure by legal process or otherwise of any part of the Collateral, and of any threatened or filed claims or proceedings that are reasonably likely to affect or impair any of the rights of Collateral Agent under this Security Agreement in any material respect.
6.6 Each Debtor, at its own expense, will obtain and maintain in force insurance policies covering losses or damage to those items of Collateral which constitute physical personal property, which insurance shall be of the types customarily insured against by companies in the same or similar business, similarly situated, in such amounts (with such deductible amounts) as is customary for such companies under the same or similar circumstances, similarly situated. Debtors shall make the Collateral Agent a loss payee thereon to the extent of its interest in the Collateral. Collateral Agent is hereby irrevocably (until the Obligations are paid in full) appointed each Debtor's attorney-in-fact to endorse any check or draft that may be payable to such Debtor so that Collateral Agent may collect the proceeds payable for any loss under such insurance. The proceeds of such insurance, less any costs and expenses incurred or paid by Collateral Agent in the collection thereof, shall be applied either toward the cost of the repair or replacement of the items damaged or destroyed, or on account of any sums secured hereby, whether or not then due or payable.
6.7 Collateral Agent may, at its option, and without any obligation to do so, pay, perform and discharge any and all amounts, costs, expenses and liabilities herein agreed to be paid or performed by Debtor. Upon Debtor's failure to do so, all amounts expended by Collateral Agent in so doing shall become part of the Obligations secured hereby, and shall be immediately due and payable by Debtor to Collateral Agent upon demand and shall bear interest at the lesser of 15% per annum or the highest legal amount from the dates of such expenditures until paid.
6.8 Upon the request of Collateral Agent, Debtors will furnish to Collateral Agent within five (5) business days thereafter, or to any proposed assignee of this Security Agreement, a written statement in form reasonably satisfactory to Collateral Agent, duly acknowledged, certifying the amount of the principal and interest and any other sum then owing under the Obligations, whether to its knowledge any claims, offsets or defenses exist against the Obligations or against this Security Agreement, or any of the terms and provisions of any other agreement of Debtors securing the Obligations. In connection with any assignment by Collateral Agent of this Security Agreement, each Debtor hereby agrees to cause the insurance policies required hereby to be carried by such Debtor, if any, to be endorsed in form satisfactory to Collateral Agent or to such assignee, with loss payable clauses in favor of such assignee, and to cause such endorsements to be delivered to Collateral Agent within ten (10) calendar days after request therefor by Collateral Agent.
6.9 Each Debtor will, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Collateral Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, reports and other reasonable assurances or instruments and take further steps relating to the Collateral and other property or rights covered by the security interest hereby granted, as the Collateral Agent may reasonably require to perfect its security interest hereunder.
6.10 Debtors represent and warrant that they are the true and lawful exclusive owners of the Collateral, free and clear of any liens and encumbrances.
6.11 Each Debtor hereby agrees not to divest itself of any right under the Collateral except as permitted herein absent prior written approval of the Collateral Agent, except to a subsidiary organized and located in the United States on prior notice to Collateral Agent provided the Collateral remains subject to the security interest herein described.
6.12 Each Debtor shall cause each Subsidiary of such Debtor in existence on the date hereof and each Subsidiary not in existence on the date hereof to execute and deliver to Collateral Agent promptly and in any event within 10 days after the formation, acquisition or change in status thereof (A) a guaranty guaranteeing the Obligations and (B) if requested by Collateral Agent, a security and pledge agreement substantially in the form of this Agreement together with (x) certificates evidencing all of the capital stock of each Subsidiary of and any entity owned by such Subsidiary, (y) undated stock powers executed in blank with signatures guaranteed, and (z) such opinion of counsel and such approving certificate of such Subsidiary as Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares and (C) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any lien purported to be covered by any such pledge and security agreement or otherwise to effect the intent that all property and assets of such Subsidiary shall become Collateral for the Obligations. For purposes of this Agreement, "Subsidiary" means, with respect to any entity at any date, any corporation, limited or general partnership, limited liability company, trust, estate, association, joint venture or other business entity) of which more than 50% of (A) the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the board of directors or other managing body of such entity, (B) in the case of a partnership or limited liability company, the interest in the capital or profits of such partnership or limited liability company or (C) in the case of a trust, estate, association, joint venture or other entity, the beneficial interest in such trust, estate, association or other entity business is, at the time of determination, owned or controlled directly or indirectly through one or more intermediaries, by such entity. Annex I annexed hereto contains a list of all Subsidiaries of the Debtors as of the date of this Agreement.
7. Power of Attorney.
At any time an Event of Default exists or has occurred, each Debtor hereby irrevocably constitutes and appoints the Collateral Agent as the true and lawful attorney of such Debtor, with full power of substitution, in the place and stead of such Debtor and in the name of such Debtor or otherwise, at any time or times, in the discretion of the Collateral Agent, to take any action and to execute any instrument or document which the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement. This power of attorney is coupled with an interest and is irrevocable until the Obligations are satisfied.
8. Performance By The Collateral Agent.
If a Debtor fails to perform any material covenant, agreement, duty or obligation of such Debtor under this Agreement, the Collateral Agent may, after any applicable cure period, at any time or times in its discretion, take action to effect performance of such obligation. All reasonable expenses of the Collateral Agent incurred in connection with the foregoing authorization shall be payable by Debtors as provided in Paragraph 12.1 hereof. No discretionary right, remedy or power granted to the Collateral Agent under any part of this Agreement shall be deemed to impose any obligation whatsoever on the Collateral Agent with respect thereto, such rights, remedies and powers being solely for the protection of the Collateral Agent.
9. Event of Default.
An event of default ("Event of Default") shall be deemed to have occurred hereunder upon the occurrence of any event of default as defined and described in this Agreement, in the Notes, the Subscription Agreement, and any other agreement to which Debtor and a Lender are parties. Upon and after any Event of Default, after the applicable cure period, if any, any or all of the Obligations shall become immediately due and payable at the option of the Collateral Agent, for the benefit of the Lenders, and the Collateral Agent may dispose of Collateral as provided below. A default by Debtor of any of its material obligations pursuant to this Agreement and any of the Transaction Documents (as defined in the Subscription Agreement) shall be an Event of Default hereunder and an "Event of Default" as defined in the Notes, and Subscription Agreement.
10. Disposition of Collateral.
Upon and after any Event of Default which is then continuing,
10.1 The Collateral Agent may exercise its rights with respect to each and every component of the Collateral, without regard to the existence of any other security or source of payment for the Obligations. In addition to other rights and remedies provided for herein or otherwise available to it, the Collateral Agent shall have all of the rights and remedies of a lender on default under the Uniform Commercial Code then in effect in the State of New York.
10.2 If any notice to Debtors of the sale or other disposition of Collateral is required by then applicable law, five business (5) days prior written notice (which Debtors agree is reasonable notice within the meaning of Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtors of the time and place of any sale of Collateral which Debtors hereby agree may be by private sale. The rights granted in this Section are in addition to any and all rights available to Collateral Agent under the Uniform Commercial Code.
10.3 The Collateral Agent is authorized, at any such sale, if the Collateral Agent deems it advisable to do so, in order to comply with any applicable securities laws, to restrict the prospective bidders or purchasers to persons who will represent and agree, among other things, that they are purchasing the Collateral for their own account for investment, and not with a view to the distribution or resale thereof, or otherwise to restrict such sale in such other manner as the Collateral Agent deems advisable to ensure such compliance. Sales made subject to such restrictions shall be deemed to have been made in a commercially reasonable manner.
10.4 All proceeds received by the Collateral Agent for the benefit of the Lenders in respect of any sale, collection or other enforcement or disposition of Collateral, shall be applied (after deduction of any amounts payable to the Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations pro rata among the Lenders in proportion to their interests in the Obligations. Upon payment in full of all Obligations, Debtors shall be entitled to the return of all Collateral, including cash, which has not been used or applied toward the payment of Obligations or used or applied to any and all costs or expenses of the Collateral Agent incurred in connection with the liquidation of the Collateral (unless another person is legally entitled thereto). Any assignment of Collateral by the Collateral Agent to Debtors shall be without representation or warranty of any nature whatsoever and wholly without recourse. To the extent allowed by law, each Lender may purchase the Collateral and pay for such purchase by offsetting up to such Lender's pro rata portion of the purchase price with sums owed to such Lender by Debtors arising under the Obligations or any other source.
11. Waiver of Automatic Stay. Debtor acknowledges and agrees that should a proceeding under any bankruptcy or insolvency law be commenced by or against Debtor, or if any of the Collateral should become the subject of any bankruptcy or insolvency proceeding, then the Collateral Agent should be entitled to, among other relief to which the Collateral Agent or Lenders may be entitled under the Note, Subscription Agreement and any other agreement to which the Debtor, Lenders or Collateral Agent are parties, (collectively "Loan Documents") and/or applicable law, an order from the court granting immediate relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit the Collateral Agent to exercise all of its rights and remedies pursuant to the Loan Documents and/or applicable law. Debtor EXPRESSLY WAIVES THE BENEFIT OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362. FURTHERMORE, Debtor EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362 NOR ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING, WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION, REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE COLLATERAL AGENT TO ENFORCE ANY OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE LAW. Debtor hereby consents to any motion for relief from stay which may be filed by the Collateral Agent in any bankruptcy or insolvency proceeding initiated by or against Debtor, and further agrees not to file any opposition to any motion for relief from stay filed by the Collateral Agent. Debtor represents, acknowledges and agrees that this provision is a specific and material aspect of this Agreement, and that the Collateral Agent would not agree to the terms of this Agreement if this waiver were not a part of this Agreement. Debtor further represents, acknowledges and agrees that this waiver is knowingly, intelligently and voluntarily made, that neither the Collateral Agent nor any person acting on behalf of the Collateral Agent has made any representations to induce this waiver, that Debtor has been represented (or has had the opportunity to be represented) in the signing of this Agreement and in the making of this waiver by independent legal counsel selected by Debtor and that Debtor has had the opportunity to discuss this waiver with counsel. Debtor further agrees that any bankruptcy or insolvency proceeding initiated by Debtor will only be brought in the Federal Court within the Southern District of New York.
12. Miscellaneous.
12.1 Expenses. Debtors shall pay to the Collateral Agent, on demand, the amount of any and all reasonable expenses, including, without limitation, attorneys' fees, legal expenses and brokers' fees, which the Collateral Agent may incur in connection with (a) sale, collection or other enforcement or disposition of Collateral; (b) exercise or enforcement of any the rights, remedies or powers of the Collateral Agent hereunder or with respect to any or all of the Obligations upon breach or threatened breach; or (c) failure by Debtors to perform and observe any agreements of Debtors contained herein which are performed by the Collateral Agent.
12.2 Waivers, Amendment and Remedies. No course of dealing by the Collateral Agent and no failure by the Collateral Agent to exercise, or delay by the Collateral Agent in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, and no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, remedy or power of the Collateral Agent. No amendment, modification or waiver of any provision of this Agreement and no consent to any departure by Debtors therefrom, shall, in any event, be effective unless contained in a writing signed by the Collateral Agent, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The rights, remedies and powers of the Collateral Agent, not only hereunder, but also under any instruments and agreements evidencing or securing the Obligations and under applicable law are cumulative, and may be exercised by the Collateral Agent from time to time in such order as the Collateral Agent may elect.
12.3 Notices. All notices or other communications given or made hereunder shall be in writing and shall be personally delivered or deemed delivered the first business day after being faxed (provided that a copy is delivered by first class mail) to the party to receive the same at its address set forth below or to such other address as either party shall hereafter give to the other by notice duly made under this Section:
To Debtors: Analytical Surveys, Inc.
9725 Datapoint Drive, Suite 300B
San Antonio, Texas 78229
Attn: Lori A. Jones, CEO
Fax: (210) 599-3162
With a copy by telecopier only to:
Daniel D. Dinur, Esq.
Dinur & Associates, PC
990 Hammond Drive, Suite 760
Atlanta, GA 30328
CLASS B COMMON STOCK WARRANT AGREEMENT
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
COMMON STOCK PURCHASE WARRANT
No. 2006-B___
Issue Date: February 10, 2006
To Purchase Shares of Common Stock, no par value ("Common Stock")
of
Analytical Surveys, Inc.
THIS CERTIFIES that, for value received, _____________, a __________________________ (the "Purchaser" or "Holder") is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time after six (6) months from the Issue Date (the "Starting Date") and on or prior to 5:00 p.m. EST on the date that is three (3) years after the effective date of the registration statement (the "Registration Statement") referred to in the certain Term Sheet, dated February 10, 2006 (the "Term Sheet"), entered into between the Company and the Purchaser (the "Termination Date"), but not thereafter, to subscribe for and purchase from Analytical Surveys, Inc., a Colorado corporation (the "Company"):
__________________ (_____________) shares of Common Stock (the "Warrant Shares") at a price per share equal to One and 49/100 Dollars ($1.49) (the "Exercise Price").
This Warrant is being issued in connection with the certain Subscription Agreement, dated February 10, 2006 (the "Subscription Agreement"), entered into between the Company and the Purchaser in connection with and as part of a $760,000 offering by the Company of shares of Series A Convertible Preferred Stock, together with Class A Warrants and Class B Warrants (the "Offering"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Subscription Agreement and the exhibits thereto.
1. Title to the Warrant. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with (a) the Notice of Exercise, attached hereto as Annex A, properly endorsed, and (b) any other documentation reasonably necessary to satisfy the Company that such transfer is in compliance with all applicable securities laws. The term "Holder" shall refer to the Purchaser or any subsequent transferee of this Warrant.
2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant and payment of the Exercise Price as set forth herein will be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue or otherwise specified herein).
3. Exercise of Warrant.
(a) The Holder may exercise this Warrant, in whole or in part, at any time and from time to time on or after the Starting Date and on or before the Termination Date, by delivering (which may be by facsimile) to the offices of the Company or any transfer agent for the Common Stock this Warrant, together with a Notice of Exercise in the form annexed hereto specifying the number of Warrant Shares with respect to which this Warrant is being exercised, together with payment in cash to the Company of the Exercise Price therefor. Notwithstanding the foregoing, at any time after the first anniversary of the Issue Date of this Warrant, if and only if, at such time the Registration Statement is not effective, any such exercise may take place by means of Cashless Exercise (herein so called). Specifically, upon delivery by the Holder to the office of the Corporation or any transfer agent of the Notice of Exercise, containing a request for a Cashless Exercise, the Holder's obligation to pay the Exercise Price in cash shall be waived and the number of shares of Common Stock issuable in such exercise shall be reduced by the number of such shares specified in such Notice of Exercise, and, in exchange for such reduction, the Holder shall receive the number of shares of the Common Stock specified in such Notice of Exercise multiplied by a fraction, the numerator of which shall be the difference between the then current market price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current market price per share of the Common Stock. For purposes of any computation hereunder, the then current market price shall be the closing price on the Trading Day immediately prior to the execution of the Cashless Exercise by the Holder as aforesaid.
(b) In the event that this Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder and at its expense, shall within three (3) Trading Days (as defined below) issue and deliver to the Holder a new Warrant of like tenor in the name of the Holder or as the Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares. Notwithstanding anything to the contrary set forth herein, upon exercise of any portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company unless such Holder is purchasing the full amount of Warrant Shares represented by this Warrant. The Holder and the Company shall maintain records showing the number of Warrant Shares so purchased hereunder and the dates of such purchases or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Warrant upon each such exercise. The Holder and any assignee, by acceptance of this Warrant or a new Warrant, acknowledge and agree that, by reason of the provisions of this Section, following exercise of any portion of this Warrant, the number of Warrant Shares which may be purchased upon exercise of this Warrant may be less than the number of Warrant Shares set forth on the face hereof
(c) Certificates for shares of Common Stock purchased hereunder shall be delivered to the Holder hereof within three (3) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. The Holder may withdraw its Notice of Exercise at any time if the Company fails to timely deliver the relevant certificates to the Holder as provided in this Agreement. A Notice of Exercise shall be deemed sent on the date of delivery if delivered before 8:00 p.m. EST on such date, or the day following such date if delivered after 8:00 p.m. EST; provided that the Company is only obligated to deliver Warrant Shares against delivery of the Exercise Price from the holder hereof and surrender of this Warrant (or appropriate affidavit and/or indemnity in lieu thereof).
(d) In lieu of delivering physical certificates representing the Warrant Shares issuable upon conversion of this Warrant, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Holder, by crediting the account of the Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The Company agrees to coordinate with DTC to accomplish this objective.
(e) The term "Trading Day" means a day on which trading is reported on the NASDAQ automated quotation system on which sales of the Common Stock are reported.
4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of issuance of a fractional share upon any exercise hereunder, the Company will either round up to nearest whole number of shares or pay the cash value of that fractional share, which cash value shall be calculated on the basis of the average closing price of the Common Stock during the five (5) Trading Days immediately preceding the date of exercise.
5. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof; and provided further, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrant certificates or any certificates for the Warrant Shares other than the issuance of a Warrant Certificate to the Holder in connection with the Holder's surrender of a Warrant Certificate upon the exercise of all or less than all of the Warrants evidenced thereby.
6. Closing of Books. The Company will at no time close its shareholder books or records in any manner which interferes with the timely exercise of this Warrant.
7. No Rights as Shareholder until Exercise. Subject to Section 12 of this Warrant and the provisions of any other written agreement between the Company and the Purchaser, the Purchaser shall not be entitled to vote or receive dividends or be deemed the holder of Warrant Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Purchaser, 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 to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein. However, at the time of the exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares so purchased hereunder shall be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been exercised.
8. [Intentionally Omitted]
9. Loss, Theft, Destruction or Mutilation of Warrant; Exchange. The Company represents warrants and covenants that (a) upon receipt by the Company of evidence and/or indemnity reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate representing the Warrant Shares, and in case of loss, theft or destruction, of indemnity reasonably satisfactory to it, and (b) upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of this Warrant or stock certificate, without any charge therefor. This Warrant is exchangeable at any time for an equal aggregate number of Warrants of different denominations, as requested by the holder surrendering the same, or in such denominations as may be requested by the Holder following determination of the Exercise Price. No service charge will be made for such registration or transfer, exchange or reissuance.
10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.
11. Effect of Certain Events. If at any time after the expiration of the six (6) month period beginning with the Issue Date, while this Warrant or any portion thereof is outstanding and unexpired, there shall be a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), the Holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto, subject to further adjustment as provided in Section 12.
12. Adjustments of Exercise Price and Number of Warrant Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as set forth in this Section 12.
(a) Subdivisions, Combinations, Stock Dividends and other Issuances. If the Company shall, at any time while this Warrant is outstanding, (A) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (B) subdivide outstanding shares of Common Stock into a larger number of shares, or (C) combine outstanding Common Stock into a smaller number of shares, then the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 12(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this paragraph 12(a), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments.
(b) Merger, etc. If at any time after the date hereof there shall be a merger or consolidation of the Company with or into or a transfer of all or substantially all of the assets of the Company to another entity, then the Holder shall be entitled to receive upon or after such transfer, merger or consolidation becoming effective, and upon payment of the Exercise Price then in effect, the number of shares or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant been exercised just prior to such transfer, merger or consolidation becoming effective or to the applicable record date thereof, as the case may be. The Company will not merge or consolidate with or into any other corporation, or sell or otherwise transfer its property, assets and business substantially as an entirety to another corporation, unless the corporation resulting from such merger or consolidation (if not the Company), or such transferee corporation, as the case may be, shall expressly assume in writing the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.
(c) Reclassification, etc. If at any time after the date hereof there shall be a reorganization or reclassification of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, then the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares or other securities or property resulting from such reorganization or reclassification, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant at such time been exercised.
(d) Exercise Price Adjustment. In the event of any adjustment in the number of Warrant Shares issuable hereunder upon exercise, the Exercise Price shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same.
13. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, the Company shall promptly mail to the Holder of this Warrant a notice setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares after such adjustment and setting forth the computation of such adjustment and a brief statement of the facts requiring such adjustment.
14. Authorized Shares. The Company covenants that during the period the Warrant is outstanding and exercisable, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any and all purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law, regulation, or rule of any applicable market or exchange.
15. Compliance with Securities Laws. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.
16. Miscellaneous.
(a) Issue Date; Choice of Law; Venue; Jurisdiction. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been issued and delivered by the Company on the date hereof. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant will be construed and enforced in accordance with and governed by the laws of the State of Texas, except for matters arising under the Act, without reference to principles of conflicts of law. Each of the parties consents to the exclusive jurisdiction of the Federal and State Courts sitting in the County of Bexar in the State of Texas in connection with any dispute arising under this Warrant and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens or venue, to the bringing of any such proceeding in such jurisdiction. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.
(b) Modification and Waiver. This Warrant and any provisions hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. Any amendment effected in accordance with this paragraph shall be binding upon the Purchaser, each future holder of this Warrant and the Company. No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.
(c) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing by facsimile, mail or personal delivery and shall be effective upon actual receipt of such notice. The addresses for such communications shall be to the addresses as shown on the books of the Company or to the Company at the address set forth in the Subscription Agreement. A party may from time to time change the address to which notices to it are to be delivered or mailed hereunder by notice in accordance with the provisions of this Section 16(c).
(d) Severability. Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Warrant in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Warrant shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
(e) Specific Enforcement. The Company and the Holder acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Warrant were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Warrant and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which either of them may be entitled by law or equity.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers thereunto duly authorized.
Dated: February 10, 2006
Analytical Surveys, Inc.
By: ______________________________
Name: Lori Jones
Title: Chief Executive Officer
CLASS A COMMON STOCK WARRANT AGREEMENT
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER REGULATION D PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS WARRANT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
COMMON STOCK PURCHASE WARRANT
No. 2006-A___
Issue Date: February 10, 2006
To Purchase Shares of Common Stock, no par value ("Common Stock")
of
Analytical Surveys, Inc.
THIS CERTIFIES that, for value received, __________________, a __________________________ (the "Purchaser" or "Holder") is entitled, upon the terms and subject to the conditions hereinafter set forth, at any time after six (6) months from the Issue Date (the "Starting Date")and on or prior to 5:00 p.m. EST on the date that is three (3) years after the effective date of the registration statement (the "Registration Statement") referred to in the certain Term Sheet, dated February 10, 2006 (the "Term Sheet"), entered into between the Company and the Purchaser (the "Termination Date"), but not thereafter, to subscribe for and purchase from Analytical Surveys, Inc., a Colorado corporation (the "Company"):
___________________ (_____________) shares of Common Stock (the "Warrant Shares") at a price per share equal to One and 34/100 Dollars ($1.34) (the "Exercise Price").
This Warrant is being issued in connection with the certain Subscription Agreement, dated February 10, 2006 (the "Subscription Agreement"), entered into between the Company and the Purchaser in connection with and as part of a $760,000 offering by the Company of shares of Series A Convertible Preferred Stock, together with Class A Warrants and Class B Warrants (the "Offering"). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Subscription Agreement and the exhibits thereto.
1. Title to the Warrant. Prior to the expiration hereof and subject to compliance with applicable laws, this Warrant and all rights hereunder are transferable, in whole or in part, at the office or agency of the Company by the Holder hereof in person or by duly authorized attorney, upon surrender of this Warrant together with (a) the Notice of Exercise, attached hereto as Annex A, properly endorsed, and (b) any other documentation reasonably necessary to satisfy the Company that such transfer is in compliance with all applicable securities laws. The term "Holder" shall refer to the Purchaser or any subsequent transferee of this Warrant.
2. Authorization of Shares. The Company covenants that all shares of Common Stock which may be issued upon the exercise of rights represented by this Warrant will, upon exercise of the rights represented by this Warrant and payment of the Exercise Price as set forth herein will be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue or otherwise specified herein).
3. Exercise of Warrant.
(a) The Holder may exercise this Warrant, in whole or in part, at any time and from time to time on or after the Starting Date and on or before the Termination Date, by delivering (which may be by facsimile) to the offices of the Company or any transfer agent for the Common Stock this Warrant, together with a Notice of Exercise in the form annexed hereto specifying the number of Warrant Shares with respect to which this Warrant is being exercised, together with payment in cash to the Company of the Exercise Price therefor. Notwithstanding the foregoing, at any time after the first anniversary of the issuance date of this Warrant, if and only if, at such time the Registration Statement is not effective, any such exercise may take place by means of Cashless Exercise (herein so called). Specifically, upon delivery by the Holder to the office of the Corporation or any transfer agent of the Notice of Exercise, containing a request for a Cashless Exercise, the Holder's obligation to pay the Exercise Price in cash shall be waived and the number of shares of Common Stock issuable in such exercise shall be reduced by the number of such shares specified in such Notice of Exercise, and, in exchange for such reduction, the Holder shall receive the number of shares of the Common Stock specified in such Notice of Exercise multiplied by a fraction, the numerator of which shall be the difference between the then current market price per share of the Common Stock and the Exercise Price, and the denominator of which shall be the then current market price per share of the Common Stock. For purposes of any computation hereunder, the then current market price shall be the closing price on the Trading Day immediately prior to the execution of the Cashless Exercise by the Holder as aforesaid.
(b) In the event that the Warrant is not exercised in full, the number of Warrant Shares shall be reduced by the number of such Warrant Shares for which this Warrant is exercised and/or surrendered, and the Company, if requested by Holder and at its expense, shall within three (3) Trading Days (as defined below) issue and deliver to the Holder a new Warrant of like tenor in the name of the Holder or as the Holder (upon payment by Holder of any applicable transfer taxes) may request, reflecting such adjusted Warrant Shares. Notwithstanding anything to the contrary set forth herein, upon exercise of any portion of this Warrant in accordance with the terms hereof, the Holder shall not be required to physically surrender this Warrant to the Company unless such Holder is purchasing the full amount of Warrant Shares represented by this Warrant. The Holder and the Company shall maintain records showing the number of Warrant Shares so purchased hereunder and the dates of such purchases or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Warrant upon each such exercise. The Holder and any assignee, by acceptance of this Warrant or a new Warrant, acknowledge and agree that, by reason of the provisions of this Section, following exercise of any portion of this Warrant, the number of Warrant Shares which may be purchased upon exercise of this Warrant may be less than the number of Warrant Shares set forth on the face hereof
(c) Certificates for shares of Common Stock purchased hereunder shall be delivered to the Holder hereof within three (3) Trading Days after the date on which this Warrant shall have been exercised as aforesaid. The Holder may withdraw its Notice of Exercise at any time if the Company fails to timely deliver the relevant certificates to the Holder as provided in this Agreement. A Notice of Exercise shall be deemed sent on the date of delivery if delivered before 8:00 p.m. EST on such date, or the day following such date if delivered after 8:00 p.m. EST; provided that the Company is only obligated to deliver Warrant Shares against delivery of the Exercise Price from the holder hereof and surrender of this Warrant (or appropriate affidavit and/or indemnity in lieu thereof).
(d) In lieu of delivering physical certificates representing the Warrant Shares issuable upon conversion of this Warrant, provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the Holder, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Warrant Shares issuable upon exercise to the Holder, by crediting the account of the Holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for delivery described above shall apply to the electronic transmittals through the DWAC system. The Company agrees to coordinate with DTC to accomplish this objective.
(e) The term "Trading Day" means a day on which trading is reported on the NASDAQ automated quotation system on which sales of the Common Stock are reported.
4. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. In lieu of issuance of a fractional share upon any exercise hereunder, the Company will either round up to nearest whole number of shares or pay the cash value of that fractional share, which cash value shall be calculated on the basis of the average closing price of the Common Stock during the five (5) Trading Days immediately preceding the date of exercise.
5. Charges, Taxes and Expenses. Issuance of certificates for shares of Common Stock upon the exercise of this Warrant shall be made without charge to the Holder hereof for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder of this Warrant or in such name or names as may be directed by the Holder of this Warrant; provided, however, that in the event certificates for shares of Common Stock are to be issued in a name other than the name of the Holder of this Warrant, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder hereof; and provided further, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any transfer involved in the issuance of any Warrant certificates or any certificates for the Warrant Shares other than the issuance of a Warrant Certificate to the Holder in connection with the Holder's surrender of a Warrant Certificate upon the exercise of all or less than all of the Warrants evidenced thereby.
6. Closing of Books. The Company will at no time close its shareholder books or records in any manner which interferes with the timely exercise of this Warrant.
7. No Rights as Shareholder until Exercise. Subject to Section 12 of this Warrant and the provisions of any other written agreement between the Company and the Purchaser, the Purchaser shall not be entitled to vote or receive dividends or be deemed the holder of Warrant Shares or any other securities of the Company that may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the Purchaser, 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 to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, or change of stock to no par value, consolidation, merger, conveyance or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised as provided herein. However, at the time of the exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares so purchased hereunder shall be deemed to be issued to such Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been exercised.
8. [Intentionally Omitted]
9. Loss, Theft, Destruction or Mutilation of Warrant; Exchange. The Company represents warrants and covenants that (a) upon receipt by the Company of evidence and/or indemnity reasonably satisfactory to it of the loss, theft, destruction or mutilation of any Warrant or stock certificate representing the Warrant Shares, and in case of loss, theft or destruction, of indemnity reasonably satisfactory to it, and (b) upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of this Warrant or stock certificate, without any charge therefor. This Warrant is exchangeable at any time for an equal aggregate number of Warrants of different denominations, as requested by the holder surrendering the same, or in such denominations as may be requested by the Holder following determination of the Exercise Price. No service charge will be made for such registration or transfer, exchange or reissuance.
10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall be a Saturday, Sunday or a legal holiday, then such action may be taken or such right may be exercised on the next succeeding day not a legal holiday.
11. Effect of Certain Events. If at any time after the expiration of the six (6) month period beginning with the Issue Date, while this Warrant or any portion thereof is outstanding and unexpired, there shall be a transaction (by merger or otherwise) in which more than 50% of the voting power of the Company is disposed of (collectively, a "Sale or Merger Transaction"), the Holder of this Warrant shall have the right thereafter to purchase, by exercise of this Warrant and payment of the aggregate Exercise Price in effect immediately prior to such action, the kind and amount of shares and other securities and property which it would have owned or have been entitled to receive after the happening of such transaction had this Warrant been exercised immediately prior thereto, subject to further adjustment as provided in Section 12.
12. Adjustments of Exercise Price and Number of Warrant Shares. The number of and kind of securities purchasable upon exercise of this Warrant and the Exercise Price shall be subject to adjustment from time to time as set forth in this Section 12.
(a) Subdivisions, Combinations, Stock Dividends and other Issuances. If the Company shall, at any time while this Warrant is outstanding, (A) pay a stock dividend or otherwise make a distribution or distributions on any equity securities (including instruments or securities convertible into or exchangeable for such equity securities) in shares of Common Stock, (B) subdivide outstanding shares of Common Stock into a larger number of shares, or (C) combine outstanding Common Stock into a smaller number of shares, then the Exercise Price shall be multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding before such event and the denominator of which shall be the number of shares of Common Stock outstanding after such event. Any adjustment made pursuant to this Section 12(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination. The number of shares which may be purchased hereunder shall be increased proportionately to any reduction in Exercise Price pursuant to this paragraph 12(a), so that after such adjustments the aggregate Exercise Price payable hereunder for the increased number of shares shall be the same as the aggregate Exercise Price in effect just prior to such adjustments.
(b) Merger, etc. If at any time after the date hereof there shall be a merger or consolidation of the Company with or into or a transfer of all or substantially all of the assets of the Company to another entity, then the Holder shall be entitled to receive upon or after such transfer, merger or consolidation becoming effective, and upon payment of the Exercise Price then in effect, the number of shares or other securities or property of the Company or of the successor corporation resulting from such merger or consolidation, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant been exercised just prior to such transfer, merger or consolidation becoming effective or to the applicable record date thereof, as the case may be. The Company will not merge or consolidate with or into any other corporation, or sell or otherwise transfer its property, assets and business substantially as an entirety to another corporation, unless the corporation resulting from such merger or consolidation (if not the Company), or such transferee corporation, as the case may be, shall expressly assume in writing the due and punctual performance and observance of each and every covenant and condition of this Warrant to be performed and observed by the Company.
(c) Reclassification, etc. If at any time after the date hereof there shall be a reorganization or reclassification of the securities as to which purchase rights under this Warrant exist into the same or a different number of securities of any other class or classes, then the Holder shall thereafter be entitled to receive upon exercise of this Warrant, during the period specified herein and upon payment of the Exercise Price then in effect, the number of shares or other securities or property resulting from such reorganization or reclassification, which would have been received by the Holder for the shares of stock subject to this Warrant had this Warrant at such time been exercised.
(d) Exercise Price Adjustment. In the event of any adjustment in the number of Warrant Shares issuable hereunder upon exercise, the Exercise Price shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, in the event of any adjustment in the Exercise Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely proportionately increased or decreased as the case may be, such that aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same.
13. Notice of Adjustment. Whenever the number of Warrant Shares or number or kind of securities or other property purchasable upon the exercise of this Warrant or the Exercise Price is adjusted, the Company shall promptly mail to the Holder of this Warrant a notice setting forth the number of Warrant Shares (and other securities or property) purchasable upon the exercise of this Warrant and the Exercise Price of such Warrant Shares after such adjustment and setting forth the computation of such adjustment and a brief statement of the facts requiring such adjustment.
14. Authorized Shares. The Company covenants that during the period the Warrant is outstanding and exercisable, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any and all purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law, regulation, or rule of any applicable market or exchange.
15. Compliance with Securities Laws. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered (or if no exemption from registration exists), will have restrictions upon resale imposed by state and federal securities laws. Each certificate representing the Warrant Shares issued to the Holder upon exercise (if not registered, for resale or otherwise, or if no exemption from registration exists) will bear substantially the following legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Without limiting the Purchaser's right to transfer, assign or otherwise convey the Warrant or Warrant Shares in compliance with all applicable securities laws, the Holder of this Warrant, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon exercise hereof are being acquired solely for the Purchaser's own account and not as a nominee for any other party, and that the Purchaser will not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of applicable federal and state securities laws.
16. Miscellaneous.
(a) Issue Date; Choice of Law; Venue; Jurisdiction. The provisions of this Warrant shall be construed and shall be given effect in all respects as if it had been issued and delivered by the Company on the date hereof. This Warrant shall be binding upon any successors or assigns of the Company. This Warrant will be construed and enforced in accordance with and governed by the laws of the State of Texas, except for matters arising under the Act, without reference to principles of conflicts of law. Each of the parties consents to the exclusive jurisdiction of the Federal and State Courts sitting in the County of Bexar in the State of Texas in connection with any dispute arising under this Warrant and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens or venue, to the bringing of any such proceeding in such jurisdiction. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.
(b) Modification and Waiver. This Warrant and any provisions hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought. Any amendment effected in accordance with this paragraph shall be binding upon the Purchaser, each future holder of this Warrant and the Company. No waivers of, or exceptions to, any term, condition or provision of this Warrant, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such term, condition or provision.
(c) Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing by facsimile, mail or personal delivery and shall be effective upon actual receipt of such notice. The addresses for such communications shall be to the addresses as shown on the books of the Company or to the Company at the address set forth in the Subscription Agreement. A party may from time to time change the address to which notices to it are to be delivered or mailed hereunder by notice in accordance with the provisions of this Section 16(c).
(d) Severability. Whenever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other provision of this Warrant in such jurisdiction or affect the validity, legality or enforceability of any provision in any other jurisdiction, but this Warrant shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
(e) Specific Enforcement. The Company and the Holder acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Warrant were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions of this Warrant and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which either of them may be entitled by law or equity.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officers thereunto duly authorized.
Dated: February 10, 2006
Analytical Surveys, Inc.
By: ______________________________
Name: Lori Jones
Title: Chief Executive Officer
SERIES A CONVERTIBLE PREFERRED STOCK
of
ANALYTICAL SURVEYS, INC.
ANALYTICAL SURVEYS, INC., a corporation organized and existing under the laws of the State of Colorado (the "Corporation"), in accordance with the applicable provisions thereof, DOES HEREBY CERTIFY:
That pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Articles of Incorporation of the Corporation, the Board of Directors on the 8th of February, 2006, adopted the following resolution, among other things, creating a series of shares of Preferred Stock designated as "Series A Convertible Preferred Stock":
RESOLVED, that pursuant to the authority vested in the Board of Directors of the Corporation in accordance with the provisions of the Articles of Incorporation, (i) the Series A Preferred Stock of the Corporation designated on December 14, 2001 is hereby extinguished and (ii) a series of Preferred Stock, no par value per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows:
Series A Convertible Preferred Stock
1. Designation and Amount. There shall be a series of Preferred Stock that shall be designated as "Series A Convertible Preferred Stock," and the number of shares constituting such series shall be 850,000. Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however, that no decrease shall reduce the number of shares of the Series A Convertible Preferred Stock to less than the number of shares then issued and outstanding.
2. Dividends and Distribution.
(A) Subject to the prior and superior rights of the holders of any class or series of stock of the Corporation ranking prior and superior to the shares of the Series A Convertible Preferred Stock with respect to dividends, the holders of shares of the Series A Convertible Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, cumulative dividends, payable in cash on the 15th day of May, August, November and February, in each year (each such date being referred to herein as a "Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend Payment Date after the last issuance of a share of the Series A Convertible Preferred Stock. The dividend shall be paid at the annual rate of seven percent (7%) of the purchase price of each share of the Series A Convertible Preferred Stock, which purchase price per share for purposes of this Section 2 shall be deemed to be $1.00, subject to any adjustment for any stock dividends, combinations, recapitalizations, splits or otherwise with respect to such shares). Such dividends shall accrue on each share from the date of purchase of each such share from the Corporation, and shall accrue from day to day, whether earned or declared. No dividends may be paid with respect to the Common Stock until all dividends declared or accrued on all outstanding shares of the Series A Convertible Preferred Stock pursuant to this Section 2 have been set apart and paid. The Board of Directors may fix a record date for the determination of holders of shares of the Series A Convertible Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be no more than 15 days prior to the date fixed for the payment thereof.
(B) Notwithstanding the foregoing, for a period of fifteen (15) days during which trading is conducted on NASDAQ after each Quarterly Dividend Payment Date, provided that such date occurs during the effectiveness of a registration statement to be filed by the Corporation with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 (the "1933 Act") with respect to the shares of the Corporation's no par value Common Stock ("Common Stock")into which the shares of the Series A Convertible Preferred Stock are convertible (as provided herein)(the "Registration Statement"), each holder of shares of Series A Convertible Preferred Stock shall have the option, exercised by means of the delivery of a written directive which must be received by the Corporation during such fifteen (15) day period, to direct that such dividend be paid in kind by means of fully paid and non-assessable shares of the Common Stock registered under the Registration Statement. The number of shares of the Common Stock to which such holder would be entitled to receive shall be determined by dividing the amount of the dividend by the Fixed Conversion Price (as defined herein), with no fractional shares of the Common Stock to be issued as aforesaid. In no event shall the number of shares of the Common Stock issuable pursuant to this Section 2(B) and as liquidated damages, if any, payable in connection with the Registration Statement, when added to the number of shares of the Common Stock issuable upon conversion of the shares of Series A Convertible Preferred Stock, exceed 19.9% of the total number of shares of Common Stock outstanding on the effective date of the earliest issuance of shares of Series A Convertible Preferred Stock (the "Final Closing Date"), unless such excess is then duly approved by an affirmative vote of the shareholders of the Corporation.
3. Redemption. Provided that the Corporation is not then in default of any of its obligations hereunder, the Corporation may redeem any and all shares of Series A Convertible Preferred Stock at any time during the effectiveness of the Registration Statement, but not later than the second anniversary of the issuance of any such shares, at the redemption price payable in cash equal to $1.15 per share plus accrued dividends. Prior to effecting such redemption, the Corporation shall give the holder written notice of the proposed redemption (the "Notice of Redemption"). For a period of fifteen (15) days during which trading is conducted on NASDAQ after receipt by the holder of the Notice of Redemption, such holder shall have the option, exercised by means of the delivery of a written directive which must be received by the Corporation within such fifteen (15) day period, to direct that the applicable redemption proceeds be paid in kind by means of fully paid and non-assessable shares of the Common Stock registered under the Registration Statement. The number of shares of the Common Stock to which such holder would be entitled to receive shall be determined by dividing the applicable redemption proceeds by the Fixed Conversion Price, with no fractional shares of the Common Stock to be issued as aforesaid.
4. No Voting Rights. The holders of shares of Series A Convertible Preferred Stock shall not have voting rights:
5. Certain Restrictions.
(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Convertible Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of the Series A Convertible Preferred Stock outstanding shall have been paid in full, the Corporation shall not:
(a) declare or pay dividends on, make any other distributions on, or redeem or purchase or otherwise acquire for consideration any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Convertible Preferred Stock.
(b) declare or pay dividends on or make any other distributions on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Convertible Preferred Stock, except dividends paid ratably on the Series A Convertible Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; or
(c) purchase or otherwise acquire for consideration any shares of the Series A Convertible Preferred Stock, or any shares of stock ranking on a parity with the Series A Convertible Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of the Series A Convertible Preferred Stock, or to such holders and holders of any such shares ranking on a parity therewith, upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(B) The Corporation shall not, before the expiration of the six-month period commencing upon the effectiveness of the Registration Statement, issue or sell any shares of the Common Stock, any securities convertible into, or any warrants or other rights to subscribe for or to purchase or any options for the purchase of the Common Stock or any such securities (other than (i) shares of Common Stock or options to purchase such shares issued to employees, consultants, officers or directors in accordance with stock plans approved by the Board of Directors, (ii) shares of Common Stock issuable under options or warrants that are outstanding as of the Final Closing Date or (iii) shares of Common Stock issued pursuant to a stock dividend, split or other similar transaction) ("Additional Common Stock")at an effective price per share of Common Stock which is less than the Fixed Conversion Price, without the written approval of the holders of at least seventy percent (70%) of the Preferred Shares then issued and outstanding. Any shares of Additional Common Stock issued without such approval shall be null and void.
6. Conversion. The holders of the Series A Convertible Preferred Stock shall have conversion rights as follows:
(A) Each share of the Series A Convertible Preferred Stock shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such share, into fully paid and nonassessable shares of Common Stock at the rate (the "Fixed Conversion Price") determined as follows:
For each share of Series A Convertible Preferred Stock the holder shall be entitled to receive that number of shares of the Common Stock equal to $1 divided by the lesser of (i) $1.2835 or (ii) 90% of the average of the closing bid prices of the Common Stock on NASDAQ for the five trading days immediately preceeding the closing date; such Closing Date fixed pursuant to the Subscription Agreement executed by the original holder of such share and the Corporation.
No fractional shares of the Common Stock shall be issued.
(B) Each share of the Series A Convertible Preferred Stock shall automatically be converted into fully paid and nonassessable shares of the Common Stock at the Fixed Conversion Price at earlier of (i) the second anniversary of its issuance or (ii) on the closing date of any consolidation, merger, combination or other transaction in which the outstanding shares of the Common Stock are exchanged for or changed into other stock or securities, cash and/or any other proprety.
7. Mechanics of Conversion.
(A) Each share of the Series A Convertible Preferred Stock may be converted at any time and from time to time, by delivering to the offices of the Corporation, or any transfer agent for the Common Stock, the certificates therefor, duly endorsed.
(B) Certificates for shares of the Common Stock so purchased hereunder shall be delivered to the holder within three (3) trading days after the date on which the certificate or certificates for the Series A Convertible Preferred Stock shall have been delivered as aforesaid. In lieu of delivering physical certificates representing the shares of the Common Stock, provided that the Corporation's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer ("FAST") program, upon request of the holder, the Corporation shall use its best efforts to cause its transfer agent to electronically transmit such shares of the Common Stock by crediting the account of the holder's prime broker with DTC through its Deposit Withdrawal Agent Commission ("DWAC") system.
(C) The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of the Common Stock, solely for the purpose of effecting the conversion of the shares of the Series A Convertible Preferred Stock, such number of its shares of the Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series A Convertible Preferred Stock, and if at any time the number of authorized but unissued shares of the Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series A Convertible Preferred Stock, in addition to such other remedies as shall be available to the holders of the Series A Convertible Preferred Stock, the Corporation will take such corporate action as may, in the opinion of its counsel be necessary to increase its authorized but unissued shares of the Common Stock to such number of shares as shall be sufficient for such purposes.
8. Reacquired Shares. Any shares of the Series A Convertible Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors, subject to any conditions and restrictions on issuance set forth herein.
9. Liquidation, Dissolution or Winding Up.
(A) Upon any liquidation, dissolution or winding up of the Corporation, voluntary or otherwise, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Convertible Preferred Stock unless, prior thereto, the holders of shares of the Series A Convertible Preferred Stock shall have received an amount per share (the "Series A Liquidation Preference") equal to $1.00 plus an amount equal to accrued and unpaid dividends and distributions thereon whether or not declared, to the date of such payment.
(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other classes and series of stock of the Corporation, if any, that rank on a parity with the Series A Convertible Preferred Stock in respect thereof, then the assets available for such distribution shall be distributed ratably to the holders of the Series A Convertible Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences.
(C) Neither the merger or consolidation of the Corporation into or with another corporation nor the merger or consolidation of any other corporation into or with the Corporation shall be deemed to be a liquidation, dissolution or winding up of the Corporation within the meaning of this Section 7.
10. Adjustment to Fixed Conversion Price. If prior to the conversion of all of the shares of the Series A Convertible Preferred Stock, the number of outstanding shares of Common Stock of the Company is increased by a stock split, stock dividend, or other similar event, the Fixed Conversion Price shall be proportionately increased, or if the number of outstanding shares of Common Stock is decreased by a combination or reclassification of shares, or other similar event, the Fixed Conversion Price shall be proportionately decreased.
11. Ranking. The Series A Convertible Preferred Stock shall rank junior to all other series of the Preferred Stock as to the payment of dividends, and as to the distribution of assets upon liquidation, dissolution or winding up, unless the terms of any such series shall provide otherwise, and shall rank senior to the Common Stock as to such matters.
12. Amendment, etc. At any time that any shares of the Series A Convertible Preferred Stock are outstanding, the Articles of Incorporation of the Corporation shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Convertible Preferred Stock so as to affect them adversely without the affirmative vote of the holders of two-thirds of the outstanding shares of the Series A Convertible Preferred Stock, voting separately as a class, and the Corporation will not, through any reorganization, transfer of assets, consolidation, merger, share exchange, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company.
IN WITNESS WHEREOF, the undersigned has executed this Certificate this 8th day of February, 2006.
ANALYTICAL SURVEYS, INC.
By:
Name: Lori Jones
Title: Chief Executive Officer
2 more in February and March each..."unregistered sale of securities" is a common theme.... 6 separate times during the year, multiple financing deals each time, various warrants, etc...I'm surprised this has any life left in it
june of last year:
1: 8-K Current Report HTML 19K
2: EX-99.1 Press Release Dated June 2, 2006 HTML 11K
3: EX-1.1 Subscription Agreement Dated May 31, 2006 HTML 137K
4: EX-1.2 Form of Note Dated May 31, 2006 HTML 40K
5: EX-1.3 Security Agreement Dated May 31, 2006 HTML 56K
6: EX-1.4 Guaranty Dated May 31, 2006 HTML 24K
7: EX-3.1 Form of Class C Warrant Dated May 31, 2006 HTML 42K
8: EX-3.2 Form of Class D Warrant Dated May 31, 2006 HTML 42K
9: EX-3.3 Form of Class E Warrant Dated May 31, 2006 HTML 43K
here from Nov 30 last year:
Current Report · Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 23K
2: EX-4.2 13% Secured Convertible Debenture Due November 24, HTML 83K
2007, Issued to Monarch Capital Fund
3: EX-4.3 13% Secured Convertible Debenture Due November 24, HTML 83K
2007, Issued to Harborview Master Fund
Lp
4: EX-4.4 13% Secured Convertible Debenture Due November 24, HTML 83K
2007, Issued to Dkr Soundshore Oasis
Holding Fund Ltd
5: EX-4.6 Common Stock Purchase Warrant Dated November 24, HTML 48K
2006, Issued to Harborview Master Fund
Lp
6: EX-4.7 Common Stock Purchase Warrant Dated November 24, HTML 47K
2006, Issued to Dkr Soundshore Oasis
Holding Fund Ltd
7: EX-99.1 Press Release Issued by the Company Dated November HTML 10K
30, 2006
8: EX-4.5 Common Stock Purchase Warrant Dated November 24, HTML 47K
2006, Issued to Monarch Capital Fund
9: EX-4.1 Securities Purchase Agreement Dated As of November HTML 126K
24, 2006
10: EX-4.9 Security Agreement Entered Into As of November 24, HTML 99K
2006,
11: EX-4.8 Registration Rights Agreement Entered Into As of HTML 61K
November 24, 2006
Oh. You can bet Mikey knows all about the funding. Mike Alexander's signature appears on over 1,000 documents in the Edgar database. Many of these are toxic loan deals. He is quite aware of how they work, and he appears far more interested in personal profits than shareholder value.
In fact, for him, the term "shareholder value" simply means that shareholders are of value to HIM.
He's a real slippery guy, that one. I would advise avoiding any stock his pen touches.
Michael Alexander and Dave Pearly (sp?).
I really have no interest in this stock pre-merger and only have an interest post merger if it is clean and looks to be a good play.
Most have this view I think that are here or they have already determined it is a bad play.
I am here to analyze and evaluate and I hope the board can stock to doing that.
MA and DP?? Who are they?
Serf, Berge,
Good to hear. We should also mention that MA and DP may not yet have uncovered any of this toxic funding in Due Diligence yet. This data may help them. Not that I talk to either of them. I don't, so I have no idea what they are thinking at this point.
I just copied from filings, PA....didn't really do any indepth analysis. I generally move on after I see the convertible deals lol. Plenty of other stocks out there.
It was actually Berge who first looked into ANLT - he's quite good at sniffing out toxicity.
Yeah...serf, I noticed the r/s in that proxy. Remember that is still pre-merger.
I think most here are watching and waiting.
If anyone playing any semi to risky stock should always flip out their investment. It is just the safest way to play these stocks. I have ALWAYS said this.
That was some good DD serf as long as it is accurate. I am only saying that because I only skimmed it.
As long as we all make this about DD and the play I think this can be a civil board.
I doubt there ever will be any significant recovery process started...it's all my opinion...but every company that has touched that piece of paper has died...or at least all shareholder equity has been destroyed. You would think if there were any real value...a real logging company would be involved somewhere along the line.
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• Eco-friendly, Superior Structural Products • Exclusive Licensee of Patented Technology • Operates in Expanding Global Infrastructure Market • Multiple Applications in Multiple End-use Markets • Prominent, Growing Customer Base • Focused on Increasing Capacity • Strong, Experienced Management Team • TICKER SYMBOL (OTCBB): AXIH • RECENT SHARE PRICE: $0.625** • 52-WEEK RANGE: $2.00*- $0.625** • COMMON SHARES O/S: 25.20M • MARKET CAP (Basic): $17.64M • INSIDER OWNERSHIP: 5.9% • STATE OF INCORPORATION: Colorado • REVERSE MERGER: March 2008 AXION International, Inc. TRANSFER AGENT: Computershare 350 Indiana Street, Suite 750 Golden, CO 80401 303.262.0600 COUNSEL: Greenberg Traurig, LLP 1750 Tyson Boulevard, Suite 1200 McLean, VA 22102 703.749.1300 AUDITOR: BDO USA, LLP 401 Broadhollow Road Melville, NY 11747 631.501.9600 Sales and General Inquiries AXION International, Inc. 180 South Street, Suite 104, New Providence, NJ 07974 Ph: 908.542.0888 Email: info@axionintl.com Investor Inquiries AXION International, Inc. 180 South Street, Suite 104, New Providence, NJ 07974 Ph: 908.542.0888 Email: investor@axionintl.com Media Inquiries AXION International, Inc. 180 South Street, Suite 104, New Providence, NJ 07974 Ph: 908.542.0888 Email: media@axionintl.com http://www.axionintl.com/ |
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