Warrant Issuance Agreement between Power Technology Inc. and Swartz Private Equity, LLC (April 17, 2000)

Summary

Power Technology Inc. and Swartz Private Equity, LLC entered into this agreement on April 17, 2000. Under the agreement, Swartz receives warrants to purchase up to 490,000 shares of Power Technology's common stock as part of a $35 million equity investment arrangement. If the company undergoes a reverse stock split, Swartz will receive additional warrants to maintain at least 3% ownership of outstanding shares. The agreement also requires Power Technology to provide a legal opinion confirming the validity of the warrants. The agreement is governed by Nevada law.

EX-10.H 4 a2028375zex-10_h.txt EXHIBIT 10(H) EXHIBIT 10(h) AGREEMENT THIS AGREEMENT (the "Agreement") is entered into as of April 17, 2000, by and among POWER TECHNOLOGY INC., a corporation duly organized and existing under the laws of the State of Nevada (the "Company") and Swartz Private Equity, LLC (hereinafter referred to as "Swartz"). RECITALS: WHEREAS, pursuant to the Company's offering ("Equity Line") of up to Thirty Five Million Dollars ($35,000,000), excluding any funds paid upon exercise of the Warrants, of Common Stock of the Company pursuant to that certain Investment Agreement (the "Investment Agreement") between the Company and Swartz dated on or about April 17, 2000, the Company has agreed to sell and Swartz has agreed to purchase, from time to time as provided in the Investment Agreement, shares of the Company's Common Stock for a maximum aggregate offering amount of Thirty Five Million Dollars ($35,000,000); and WHEREAS, pursuant to the terms of the Investment Agreement, the Company has agreed, among other things, to issue to the Subscriber Commitment Warrants, as defined in the Investment Agreement, to purchase a number of shares of Common Stock, exercisable for five (5) years from their respective dates of issuance. TERMS: NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. ISSUANCE OF COMMITMENT WARRANTS. As compensation for entering into the Equity Line, Swartz received a warrant convertible into 490,000 shares of the Company's Common Stock, in the form attached hereto as EXHIBIT A (the "Commitment Warrants"). 2. ISSUANCE OF ADDITIONAL WARRANTS. If the Company shall at any time effect a recapitalization, reclassification or other similar transaction of such character that the shares of Common Stock shall be changed into or become exchangeable for a SMALLER number of shares (a "Reverse Stock Split"), then on the date of such Reverse Stock Split, and on each one year anniversary (each, an "Anniversary Date") of the Reverse Stock Split thereafter throughout the term of the Commitment Warrants, the Company shall issue to Swartz additional warrants (the "Additional Warrants"), in the form of EXHIBIT A, to purchase a number of shares of Common Stock, if necessary, such that the sum of the number of Warrants and the number of Additional Warrants issued to Swartz shall equal at least 3.0% of the number of shares of Common Stock of the Company that are outstanding immediately following the Reverse Stock Split or Anniversary Date, as applicable. The Additional 1 Warrants shall be exerciseable at the same price as the Commitment Warrants, shall have the same reset provisions as the Commitment Warrants, shall have piggyback registration rights and shall have a 5 year term. 3. OPINION OF COUNSEL. Concurrently with the issuance and delivery of the Commitment Opinion (as defined in the Investment Agreement) to the Investor, or on the date that is six (6) months after the date of this Agreement, whichever is sooner, the Company shall deliver to the Investor an Opinion of Counsel (signed by the Company's independent counsel) covering the issuance of the Commitment Warrants and the Additional Warrants, and the issuance and resale of the Common Stock issuable upon exercise of the Warrants and the Additional Warrants. 4. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada applicable to agreements made in and wholly to be performed in that jurisdiction, except for matters arising under the Act or the Securities Exchange Act of 1934, which matters shall be construed and interpreted in accordance with such laws. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of this 17TH day of April, 2000. - -------------------------------------------------------------------------------- POWER TECHNOLOGY INC. SUBSCRIBER: SWARTZ PRIVATE EQUITY, LLC. By: s/Lee Balak By: s/Eric S. Swartz -------------------------------- ----------------------------------- Lee Balak, President Eric S. Swartz, Manager Power Technology Inc. 1818-1177 West Hastings Street 1080 Holcomb Bridge Road Vancouver, BC V6E 2K3 Bldg. 200, Suite 285 CANADA Roswell, GA 30076 Telephone: (604) 925-0716 Telephone: (770) 640-8130 Facsimile: (604) 925-0746 Facsimile: (770) 640-7150 - -------------------------------------------------------------------------------- 2