执行 复制

本 认股证及其行使后可发行的证券并未根据1933年修订的证券法（"法案"）进行注册。除非符合1933年修订的证券法的有效注册声明或律师意见对公司满意，否则不得出售、提供出售、投资、抵押或以其他方式转让。认为不需要根据此法案注册。

VirTra 系统公司。
购买普通股权证

本证实Barricade Enterprises 有限合伙企业（以下简称「持有人」）有权按照下文所定的执行价格向 virtra 系统股份有限公司，一家德克萨斯州公司（以下简称「公司」），以下文所载的普通股数量（以下简称「授权数量」）向该公司购买。

1. 股票购买.

(a) 认股证金额持有人有权在公司的主要办事处（或者公司以书面形式通知持有人的其他地方）交还本认股证，从公司购买7,282,425股普通股（「股份」），占公司流通中的普通股五成（5%），包括按换股基准考虑的公司普通股，包括公司已授予其他Modern Round, L.L.C.联属公司的期权、认股权及其他购买权，或考虑本日授予其他认股权的情况后为9,193,820股

(b) 行使价格。根据本认股权证发行的每股股票的购买价格为0.1360美元，该价格等同于 该公司在本认股权证发行前15个交易日内在其主要交易市场上的普通股收盘价或最后价格的平均值。该购买价格在此称为“行使价格”。

2. 行使期本认股权书可以在现阶段之后的任何时间，在整体或部分上行使，从现代圆环第一间设施启用使用virtra科技的第一周年之际开始，或是在第一间启用virtra科技的设施开始，并向virtra支付最低权利金后，在从现在日期开始五年内的东部时间下午五时结束，这个日期将称为「到期日」。

3. 运动方法.

(a) 在本认股权证依据上述第2条的条款仍有效并可行使之际，持有人可以全部或部分行使此处所证明的购买权。除非根据下述第4条条款进行行使，否则应按照以下程序进行行使：

(i) 出让本认股权证，连同随附的已妥善执行之行使通知副本，交由公司秘书， 于其主要办公室（或公司以书面通知持有人之其他地点）； 及

(ii) 支付给公司金额等于所购买股份的总行使价的款项。

(b) 本认股权证之每次行使均被视为在该认股权证上交付予公司，条款3(a)中规定的前一个交易日的收市前立即生效。届时，持有任何根据第3(c)款条款行使而可发行股份的股票证书的人或人名将被视为成为所代表该证书的股份的登记持有人或持有人。

(c) 在全部或部分行使本认股权之后，并在此后十(10)天内，无论如何，公司将负担费用以发行，并登记为，并交付给持有人，或由持有人(在该持有人支付任何适用的过户税后)指示：

(i) 凭证证明持有人应享有的股份数或者无证券的，相应的记录条目，以及

(ii) 在前述情况下，若该行使仅为部分，将发行一份新认股权证或簿记分录（日期为今日）条文相同，认股权证金额为 (x) 认股权证金额，减去投资人在行使本认股权证前向持有人支付的行使价总额，直至发行该新认股权证的日期（包括在任何净行使情况下，根据第4条所述公式对该净行使计算的放弃股份金额之总额（根据课征于该净行使情况下的 X 减 Y 计算））。

4. 净行使在不以现金行使本认股权的情况下，持有人可以选择通过交还本认股权及通知选择权（“净行使”），按照以下公式发行一定价值的股份与本认股权（或部分行使的认股权）。执行净行使的持有人将享有第3(b)条和第3(c)条所述的权利，而公司将根据以下公式向该持有人发行一定数量的股份：

哪里

根据本第4条的目的，一股的公平市价应指以下情况：(a)当日在一切国内证券交易所上的普通股收盘销售价量加权平均；(b)假如在任何证券交易所上当日没有普通股销售，当日最高买盘及最低卖盘价之平均；(c)假如当日普通股没有在任何国内证券交易所上市，则以该日在场外交易所公告牌、粉红OTC市场或相似报价系统上的收盘销售价作为公平市价；或(d)假如当日普通股在场外交易所公告牌、粉红OTC市场或相似报价系统上没有销售，则以当日该号最高买盘及最低卖盘价的平均；在各项情况下，根据(a)、(b)、(c)和(d)小节，价格将在决定「公平市价」当天前连续十五(15)个业务日平均。 提供假如普通股在任何国内证券交易所上市，在此句中所用「业务日」一词指该交易所开放交易的业务日。如果普通股在任何时候不在任何国内证券交易所上市，或并未在场外交易所公告牌、粉红OTC市场或相似报价系统上公告，普通股的「公平市价」将由董事会与持有者共同确定的每股公平市值。

5. Covenants of the Company.

(a) Shares Outstanding Notice. Upon request by the Holder at any time during the Exercise Period, the Company shall deliver, the next business day after such request, a certificate of an officer of the Company, representing to the number of Shares outstanding as of the date of delivery by the Company of such notice, so that the Holder may determine the Exercise Price and number of Shares issuable as of such date of delivery. Absent manifest error, the Holder shall be entitled to rely without investigation on such certificate for the purposes of completing and submitting a Notice of Exercise.

(b) Covenants as to Exercise Shares. The Company covenants and agrees that this Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon issuance, duly authorized and validly issued, and that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be duly authorized, validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens, and charges with respect to the issuance thereof. If, at any time during the Exercise Period, the number of authorized but unissued Shares shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action in the opinion of its counsel, to be necessary to increase its authorized but unissued Shares to such number of Shares as shall be sufficient for such purposes. Notwithstanding any other provision hereof, if an exercise of any portion of this Warrant is to be made in connection with a public offering or a sale of the Company (pursuant to a merger, sale of stock, or otherwise), such exercise may at the election of the Holder be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction.

(c) No Impairment. Except and to the extent waived or consented to by the Holder or as otherwise permitted under the terms hereof, the Company will not, by amendment of its governing instruments or through any reorganization, transfer of assets, consolidation, merger, 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, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment.

6. Adjustment of Exercise Price and Number of Shares.

(a) Stock Splits and Dividends. If outstanding Shares shall be subdivided (by any stock split, recapitulation, or otherwise) into a greater number of Shares or if the Company shall pay a dividend or may any other distribution upon the Shares shall be payable in shares of Common Stock, the Exercise Price in effect immediately prior to such subdivision or at the record date of such dividend or distribution shall simultaneously with the effectiveness of such subdivision, dividend, or distribution be proportionately reduced, and the number of Shares issuable upon exercise of this Warrant shall be proportionately increased. If outstanding Shares shall be combined into a smaller number of Shares, the Exercise Price in effect immediately prior to such combination shall, simultaneously with the effectiveness of such combination, be proportionately increased, and the number of Shares issuable upon exercise of this Warrant shall be proportionately decreased. When any adjustment is required to be made in the Exercise Price, the number of Shares purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of Shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Exercise Price in effect immediately prior to such adjustment, by (ii) the Exercise Price in effect immediately after such adjustment.

(b) Reclassification, Etc. In case of any reclassification or change of the outstanding securities of the Company (or any other corporation the stock or securities of which are at the time receivable upon the exercise of this Warrant)), consolidation or merger of the Company, sale of all or substantially all of its assets, or any similar corporate reorganization on or after the date hereof, then and in each such case the Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, reorganization, merger, or conveyance, shall be entitled to receive, in lieu of the stock or other securities and property receivable upon the exercise hereof prior to such consummation, the stock or other securities or property to which such Holder would have been entitled upon such consummation if such Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 6; and in each such case; appropriate adjustment shall be made with respect to the Holder’s rights under this Warrant to ensure that the provisions of this Section 6 shall thereafter be applicable, as nearly as possible, to this Warrant in relation to any shares of stock, securities, or assets thereafter acquirable upon exercise of this Warrant (including, in the case of any consolidation, merger, sale, or similar transaction in which the successor or purchasing party is other than the Company, an immediate adjustment in the Exercise Price to the value for the Shares reflected by the terms of such consolidation, merger, sale, or similar transaction, and a corresponding immediate adjustment to the number of Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such consolidation, merger, sale, or similar transaction), and the terms of this Section 6 shall be applicable to the Shares or other securities properly receivable upon the exercise of this Warrant after such consummation.

7. No Fractional Shares or Scrip. No fractional share or scrip representing fractional Shares shall be issued upon the exercise of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise Price then in effect.

8. No Member Rights. Prior to exercise of this Warrant, the Holder shall not be entitled to any rights of a shareholder with respect to the Shares underlying this Warrant, including (without limitation) the right to vote such Shares, receive distributions thereon, Shares or be notified of membership meetings.

9. Governing Law. This Warrant shall be governed by and construed under the laws of the state of Arizona as applied to agreements among Arizona residents, made and to be performed entirely within the state of Arizona.

10. Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the Company and the holders hereof and their respective successors and assigns.

11. Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

12. Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 12):

If to the Company:

7970 S Kyrene Road

Tempe, Arizona 85284

Attention: Bob Ferris, CEO

Email: bferris@vitra.com

with a copy to:

Snell & Wilmer L.L.P.

One Arizona Center

400 E Van Buren

Phoenix, Arizona 85004

Attention: Dan Mahoney, Esq.

Email: dmahoney@swlaw.com

If to Holder:

At the address shown on the signature page hereto
with a copy to

Greenberg Traurig, LLP

2375 E Camelback Road, Suite 700

Phoenix, Arizona 85016

Attention: Robert S. Kant, Esq.

Email: kantr@gtlaw.com

13. Amendments and Waivers. Any term of this Warrant may be amended or waived with the written consent of the Company and Holder.

14. Severability. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

15. Transfer. Subject to applicable laws and the restriction on transfer set forth on the first page of this Warrant, this Warrant and all rights hereunder are transferable, by the Holder in person or by duly authorized attorney, upon delivery of this Warrant and the form of assignment attached hereto to any transferee designated by Holder. The transferee shall sign an investment letter in form and substance satisfactory to the Company.

IN WITNESS WHEREOF, the parties have executed this Warrant as of the date first written above.

Schedule A

NOTICE OF EXERCISE

TO: ______________________

(1) [  ] The undersigned hereby elects to purchase ________ Shares (the “Exercise Shares”) of ViTra Systems, Inc. (the “Company”) pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

[  ] The undersigned hereby elects to purchase ________ Shares (the “Exercise Shares”) of ViTra Systems, Inc. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 4 of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any.

(2) Please issue a certificate or certificates representing said Exercise Shares in the name of the undersigned or in such other name as is specified below:

(3) The undersigned represents that (i) the aforesaid Exercise Shares are being acquired for the account of the undersigned for investment and not with a view to, or for resale in connection with, the distribution thereof and that the undersigned has no present intention of distributing or reselling such Shares; (ii) the undersigned is aware of the Company’s business affairs and financial condition and has acquired sufficient information about the Company to reach an informed and knowledgeable decision regarding its investment in the Company; (iii) the undersigned is experienced in making investments of this type and has such knowledge and background in financial and business matters that the undersigned is capable of evaluating the merits and risks of this investment and protecting the undersigned’s own interests; (iv) the undersigned understands that Exercise Shares issuable upon exercise of this Warrant have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), by reason of a specific exemption from the registration provisions of the Securities Act, which exemption depends upon, among other things, the bona fide nature of the investment intent as expressed herein, and, because such securities have not been registered under the Securities Act, they must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available; (v) the undersigned is aware that the aforesaid Exercise Shares may not be sold pursuant to Rule 144 adopted under the Securities Act unless certain conditions are met and until the undersigned has held the Shares for the number of years prescribed by Rule 144, that among the conditions for use of the Rule is the availability of current information to the public about the Company and the Company has not made such information available and has no present plans to do so; and (vi) the undersigned agrees not to make any disposition of all or any part of the aforesaid Shares of Exercise Shares unless and until there is then in effect a registration statement under the Securities Act covering such proposed disposition of the Exercise Shares and such disposition is made in accordance with said registration statement, or, if requested by the Company, the undersigned has provided the Company with an opinion of counsel satisfactory to the Company, stating that such registration is not required.

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form

and supply required information. Do not use this

form to purchase Shares.)

For Value Received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Dated: _________, 20____

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.