INTEGRATED SECURITY SYSTEMS INC - 8-K - 20031003 - EXHIBIT_4
Exhibit 4.2
PROMISSORY NOTE
$200,000.00 October 1, 2003
For value received, Integrated Security Systems, Inc., a Delaware
corporation (hereinafter referred to as "Maker"), promises to pay to the order
of Frost National Bank, Custodian, FBO Renaissance US Growth Investment Trust
PLC, Trust No. W00740100, a public limited company registered in England and
Wales (hereinafter referred to as "Payee"), the principal sum of Two Hundred
Thousand Dollars ($200,000.00). The principal and interest on this Note shall be
due and payable in lawful money of the United States of America, c/o Security
Processing T-8, P. O. Box 2479, San Antonio, Texas 78298-2479. All
correspondence and notices should be mailed to the above address with a copy to
the offices of Payee at 8080 N. Central Expressway, Suite 210, LB-59, Dallas,
Texas 75206, or at such other place as the holder hereof may from time to time
designate by written notice to Maker.
1. Interest. Interest shall accrue on the unpaid principal balance
due under this Note at an annual rate equal to seven percent (7%). Interest
shall accrue from and including the date of this Note until, but not including,
the day on which it is paid in full. In no event shall the interest charged
hereunder exceed the maximum rate of interest allowed from time to time by law.
Interest shall be due and payable monthly on the first (1st) day of each month,
commencing November 1, 2003.
2. Payment of Note. The principal balance of, and all accrued
unpaid interest on, this Note shall be due and payable on April 1, 2004, except
as otherwise provided herein. ("Maturity Date").
3. Prepayment. This Note may be prepaid in whole or in part at any
time, at the option of Maker, without premium or penalty.
4. Default, Enforcement. Upon default in payment of this Note,
Payee may pursue any and all rights and remedies to which Payee may be entitled
under applicable law.
5. Limitation of Interest. All agreements between Maker and Payee,
whether now existing or hereafter arising and whether written or oral, are
expressly limited so that in no contingency or event whatsoever, whether by
reason of advancement of the proceeds hereof, acceleration of the maturity of
the unpaid balance hereof, or otherwise, shall the amount contracted for,
charged, received, paid or agreed to be paid to the holder hereof for the use,
forbearance, or detention of the money evidenced by this Note or for the payment
or performance of any covenant or obligation contained herein or in any other
document pertaining to the indebtedness evidenced by this Note exceed the
maximum amount permissible under applicable usury laws. If, from any
circumstance whatsoever, fulfillment of any provision hereof or of any other
agreement shall, at the time fulfillment of such provision be due, involve
transcending the limit of validity prescribed by law which a court of competent
jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be
fulfilled shall be reduced to the limit of such validity; and if from any
circumstance the holder hereof shall ever receive as interest an amount which
would exceed the maximum lawful rate, any amount equal to any excessive interest
shall (a) be applied to the reduction of the unpaid principal balance due
hereunder and not to the payment of interest, or (b) if such excess interest
exceeds the unpaid principal balance of this Note, such excess shall be refunded
to Maker. All sums contracted for, charged or received hereunder for the use,
forbearance or detention of the indebtedness evidenced hereby shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of this note until payment in full so that the rate of
interest on account of such indebtedness is uniform throughout the term hereof.
The terms and provisions of this paragraph shall control and supersede every
other provision of all agreements between Maker and the holder hereof.
6. Waiver. Except as otherwise expressly provided herein, Maker
waives demand, presentment for payment, notice of intent to accelerate, notice
of acceleration, notice of nonpayment or dishonor, grace, protest, notice of
protest, all other notices, and any and all diligence or delay in collection of
the filing of suit hereon.
7. Governing Law and Venue. This Note shall be construed according
to and governed by the laws of the State of Texas. The obligations of Maker
under this Note are performable in Dallas County, Texas.
8. Security Agreement. This Note is secured by the Security
Agreement, dated September 27, 2001, among Maker, B&B Electromatic, Inc.,
Intelli-Site, Inc., Payee and Renaissance US Growth Investment Trust PLC
(formerly known as Renaissance US Growth and Income Trust PLC) (hereinafter
referred to as "Renaissance US"), and Payee is entitled to the rights and
benefits thereunder.
9. Stock Pledge Agreement. This Note is secured by the Stock Pledge
Agreement, dated September 27, 2001, among Maker, Payee and Renaissance US, and
Payee is entitled to the rights and benefits thereunder.
10. Successors and Assign. This Note shall bind Maker's successors
and assigns.
11. Collection Costs. If this Note is collected by legal proceeding
or through a probate or bankruptcy court, or is placed in the hands of an
attorney for collection after default (whether or not suit is filed), Maker
agrees to pay all costs of collection and/or suit, including but not limited to
reasonable attorneys' fees and expenses incurred by Payee.
12. Unenforceability. The invalidity, or unenforceability in
particular circumstances, of any provision of this Note shall not extend beyond
such provision or such circumstances, and no other provision of this Note shall
be affected thereby.
13. Headings. The paragraph headings of the sections of this Note
are inserted for convenience of reference only and shall not affect the meaning
or interpretation of this Note.
IN WITNESS WHEREOF, Maker has duly executed this note as of the day and
year first above written.
INTEGRATED SECURITY SYSTEMS, INC.
By: /S/ C. A. RUNDELL, JR.
--------------------------
C. A. Rundell, Jr.
Chairman and Chief Executive
Officer
2
Exhibit 4.3
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
STOCK PURCHASE WARRANT
This Stock Purchase Warrant (this "Warrant"), dated October 1, 2003, is
issued to Frost National Bank, Custodian, FBO Renaissance Capital Growth &
Income Fund III, Inc., Trust No. W00740000, a Texas corporation (the "Holder"),
by Integrated Security Systems, Inc., a Delaware corporation (the "Company").
1. Purchase of Shares. Subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of this Warrant at
the principal office of the Company (or at such other place as the Company shall
notify the holder hereof in writing), to purchase from the Company 250,000 fully
paid and non-assessable shares of Common stock, no par value (the "Common
Stock"), of the Company (as adjusted pursuant to Section 7 hereof, the "Shares")
for the purchase price specified in Section 2 below.
2. Purchase Price. The purchase price for the Shares is $0.40 per
share. Such price shall be subject to adjustment pursuant to Section 7 hereof
(such price, as adjusted from time to time, is herein referred to as the
"Warrant Price").
3. Exercise Period. This Warrant is exercisable in whole or in part
at any time from the date hereof through October 1, 2008.
4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(a) surrender of this Warrant, together with a duly executed
copy of the form of Exercise Notice attached hereto, to the Secretary
of the Company at its principal officer, and the payment to the Company
of an amount equal to the aggregate purchase price for the number of
Shares being purchased; or
(b) if the Company's Common Stock is publicly traded as of
such date, the instruction to retain that number of Shares having a
value equal to the aggregate exercise price of the Shares as to which
this Warrant is being exercised and to issue to the Holder the
remainder of such Shares computed using the following formula:
Y(A-B)
X = ------
A
Where: X = the number of shares of Common Stock to be issued to the Holder.
Y = the number of shares of Common Stock as to which this Warrant is
being exercised.
A = the fair market value of one share of Common Stock.
B = the Warrant Price.
As used herein, the "fair market value of one share of Common
Stock" shall mean:
(1) Except in the circumstances described in clause (2) or
(3) hereof, the closing price of the Company's Common Stock, as
reported in the WALL STREET JOURNAL, on the trading day
immediately prior to the date of exercise;
(2) If such exercise is in conjunction with a merger,
acquisition, or other consolidation pursuant to which the
Company is not the surviving entity, the value received by the
holders of the Common Stock pursuant to such transaction for
each share; or
(3) If such exercise is in conjunction with the initial
public offering of the Company, the price at which the Common
Stock is sold to the public in such offering.
5. Certificates for Shares. Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number of
Shares so purchased shall be issued as soon as practicable thereafter, and in
any event within thirty (30) days of the delivery of the subscription notice.
6 Reservation of Shares. The Company covenants that it will at all
times keep available such number of authorized shares of its Common Stock, free
from all preemptive rights with respect thereto, which will be sufficient to
permit the exercise of this Warrant for the full number of Shares specified
herein. The Company further covenants that such Shares, when issued pursuant to
the exercise of this Warrant, will be duly and validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issuance thereof.
2
7. Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time as follows:
(a) Stock Dividends, Subdivisions, Combinations and Other
Issuances. If the Company shall at any time prior to the expiration of
this Warrant subdivide its Common Stock, by stock split or otherwise,
combine its Common Stock or issue additional shares of its Common Stock
as a dividend with respect to any shares of its Common Stock, the
number of Shares issuable on the exercise of this Warrant shall
forthwith be proportionately increased in the case of a subdivision or
stock dividend and proportionately decreased in the case of a
combination. Appropriate adjustments shall also be made to the purchase
price payable per share, but the aggregate purchase price payable for
the total number of Shares purchasable under this Warrant (as adjusted)
shall remain the same. Any adjustment under this Section 7(a) shall
become effective at the close of business on the date the subdivision
or combination becomes effective or as of the record date of such
dividend, or, in the event that no record date is fixed, upon the
making of such dividend.
(b) Reclassification, Reorganization, Merger, Sale or
Consolidation. In the event of any reclassification, capital
reorganization or other change in the Common Stock of the Company
(other than as a result of a subdivision, combination or stock dividend
provided for in Section (a) above) or in the event of a consolidation
or merger of the Company with or into, or the sale of all or
substantially all of the properties and assets of the Company, to any
person, and the connection therewith consideration is payable to
holders of Common Stock in cash, securities or other property, then as
a condition of such reclassification, reorganization or change,
consolidation, merger or sale, lawful provision shall be made, and duly
executed documents evidencing the same shall be delivered to the
Holder, so that the Holder shall have the right at any time prior to
the expiration of this Warrant to purchase, at a total price equal to
that payable upon the exercise of this Warrant immediately prior to
such event, the kind and amount of cash, securities or other property
receivable in connection with such reclassification, reorganization or
change, consolidation, merger or sale, by a holder of the same number
of shares of Common Stock as were exercisable by the Holder immediately
prior to such reclassification, reorganization or change,
consolidation, merger or sale. In any such case, appropriate provisions
shall be made with respect to the rights and interest of the Holder so
that the provisions hereof shall thereafter be applicable with respect
to any cash, securities or property deliverable upon exercise hereof.
Notwithstanding the foregoing, (i) if the Company merges or
consolidates with, or sells all or substantially all of its property
and assets to, any other person, and consideration is payable to
holders of Common Stock in exchange for their Common Stock in
connection with such merger, consolidation or sale which consists
solely of cash, or (ii) in the event of the dissolution, liquidation or
winding up of the Company, then the Holder shall be entitled to receive
distributions on the date of such event on an equal basis with holders
of Common Stock as if this Warrant had been exercised immediately prior
to such event, less the Warrant Price. Upon receipt of such payment, if
any, the rights of the Holder shall terminate and cease, and this
Warrant shall expire. In case of any such merger, consolidation or sale
of assets, the surviving or acquiring person and, in the event of any
dissolution, liquidation or winding up of the Company, the Company
shall promptly, after receipt of this surrendered Warrant, make payment
by delivering a check in such amount as is appropriate (or, in the case
of consideration other than case, such other consideration as is
appropriate) to such person as it may be directed in writing by the
Holder surrendering this Warrant.
3
(c) Certain Distributions. In case the Company shall fix a
record date for the making of a dividend or distribution of cash,
securities or property to all holders of Common Stock (excluding any
dividends or distributions referred to in Sections 7(a) or 7(b) above,
the number of Shares purchasable upon an exercise of this Warrant after
such record date shall be adjusted to equal the product obtained by
multiplying the number of Shares purchasable upon an exercise of this
Warrant immediately prior to such record date by a fraction, the
numerator of which shall be the Warrant Price immediately prior to such
distribution, and the denominator of which shall be the Warrant Price
immediately prior to such distribution, less the fair market value per
Share, as determined by the Holder, of the cash, securities or property
so distributed. Such adjustment shall be made successively whenever any
such distribution is made and shall become effective on the effective
date of distribution.
8. Pre-Exercise Rights. Prior to exercise of this Warrant, the
Holder shall not be entitled to any rights of a shareholder with respect to the
Shares, including without limitation, the right to vote such Shares, receive
preemptive rights or be notified of shareholder meetings, and the Holder shall
not be entitled to any notice or other communication concerning the business or
affairs of the Company.
9. Restricted Securities. The Holder understands that this Warrant
and the Shares purchasable hereunder constitute "restricted securities" under
the federal securities laws inasmuch as they are being, or will be, acquired
from the Company in transactions not involving a public offering and accordingly
may not, under such laws and applicable regulations, be resold or transferred
without registration under the Securities Act of 1933, as amended, or an
applicable exemption from registration. In this connection, the Holder
acknowledges that Rule 144 of the Securities and Exchange Commission is not now,
and may not in the future be, available for resales of the Shares purchased
hereunder. The Holder further acknowledges that the Shares and any other
securities issued upon exercise of this Warrant shall bear a legend
substantially in the form of the legend appearing on the face hereof.
10. Certification of Investment Purpose. Unless a current
registration statement under the Securities Act of 1933, as amended, shall be in
effect with respect to the securities to be issued upon exercise of this
Warrant, the Holder hereof, by accepting this Warrant, covenants and agrees
that, at the time of exercise hereof, the Holder will deliver to the Company a
written certification that the securiti4es acquired by the Holder are acquired
for investment purposes only and that such securities are not acquired with a
view to, or for sale in connection with, any distribution thereof.
4
11. Registration Rights. This Warrant and the Shares shall be
subject to the registration rights set forth in the Registration Rights
Agreement dated September 27, 2001, by and among the Holder and the Company, and
the Holder shall be entitled to all rights and benefits thereof.
12. Successors and Assigns. The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon, the Company and the Holder
and their respective successors and assigns.
13. Governing Law. This Warrant shall be governed by the laws of the
State of Texas, excluding the conflicts of laws provisions thereof.
INTEGRATED SECURITY SYSTEMS, INC.
By: /S/ C. A. RUNDELL, JR.
----------------------------
C. A. Rundell, Jr.
Chairman and Chief Executive
Officer
5
EXERCISE NOTICE
Dated ______________, _______
The undersigned hereby irrevocably elects to exercise the Stock
Purchase Warrant, dated October 1, 2003, issued by Integrated Security Systems,
Inc., a Delaware corporation (the "Company") to the undersigned to the extent of
purchasing _______________ shares of Common Stock and hereby makes payment of
$____________ in payment of the aggregate Warrant Price of such Shares.
RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
By: ___________________________________
6
Exhibit 4.4
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER
SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
STOCK PURCHASE WARRANT
This Stock Purchase Warrant (this "Warrant"), dated October 1, 2003, is
issued to Frost National Bank, Custodian, FBO Renaissance US Growth Investment
Trust PLC, Trust No. W00740100, a public limited company registered in England
and Wales (the "Holder"), by Integrated Security Systems, Inc., a Delaware
corporation (the "Company").
1. Purchase of Shares. Subject to the terms and conditions
hereinafter set forth, the Holder is entitled, upon surrender of this Warrant at
the principal office of the Company (or at such other place as the Company shall
notify the holder hereof in writing), to purchase from the Company 250,000 fully
paid and non-assessable shares of Common stock, no par value (the "Common
Stock"), of the Company (as adjusted pursuant to Section 7 hereof, the "Shares")
for the purchase price specified in Section 2 below.
2. Purchase Price. The purchase price for the Shares is $0.40 per
share. Such price shall be subject to adjustment pursuant to Section 7 hereof
(such price, as adjusted from time to time, is herein referred to as the
"Warrant Price").
3. Exercise Period. This Warrant is exercisable in whole or in part
at any time from the date hereof through October 1, 2008.
4. Method of Exercise. While this Warrant remains outstanding and
exercisable in accordance with Section 3 above, the Holder may exercise, in
whole or in part, the purchase rights evidenced hereby. Such exercise shall be
effected by:
(a) surrender of this Warrant, together with a duly executed
copy of the form of Exercise Notice attached hereto, to the Secretary
of the Company at its principal officer, and the payment to the Company
of an amount equal to the aggregate purchase price for the number of
Shares being purchased; or
(b) if the Company's Common Stock is publicly traded as of such
date, the instruction to retain that number of Shares having a value
equal to the aggregate exercise price of the Shares as to which this
Warrant is being exercised and to issue to the Holder the remainder of
such Shares computed using the following formula:
Y(A-B)
X = ------
A
Where: X = the number of shares of Common Stock to be issued to the Holder.
Y = the number of shares of Common Stock as to which this Warrant is
being exercised.
A = the fair market value of one share of Common Stock.
B = the Warrant Price.
As used herein, the "fair market value of one share of Common
Stock" shall mean:
(1) Except in the circumstances described in clause (2) or
(3) hereof, the closing price of the Company's Common Stock, as
reported in the WALL STREET JOURNAL, on the trading day
immediately prior to the date of exercise;
(2) If such exercise is in conjunction with a merger,
acquisition, or other consolidation pursuant to which the
Company is not the surviving entity, the value received by the
holders of the Common Stock pursuant to such transaction for
each share; or
(3) If such exercise is in conjunction with the initial
public offering of the Company, the price at which the Common
Stock is sold to the public in such offering.
5. Certificates for Shares. Upon the exercise of the purchase
rights evidenced by this Warrant, one or more certificates for the number of
Shares so purchased shall be issued as soon as practicable thereafter, and in
any event within thirty (30) days of the delivery of the subscription notice.
6 Reservation of Shares. The Company covenants that it will at all
times keep available such number of authorized shares of its Common Stock, free
from all preemptive rights with respect thereto, which will be sufficient to
permit the exercise of this Warrant for the full number of Shares specified
herein. The Company further covenants that such Shares, when issued pursuant to
the exercise of this Warrant, will be duly and validly issued, fully paid and
non-assessable and free from all taxes, liens and charges with respect to the
issuance thereof.
2
7. Adjustment of Warrant Price and Number of Shares. The number and
kind of securities purchasable upon exercise of this Warrant and the Warrant
Price shall be subject to adjustment from time to time as follows:
(a) Stock Dividends, Subdivisions, Combinations and Other
Issuances. If the Company shall at any time prior to the expiration of
this Warrant subdivide its Common Stock, by stock split or otherwise,
combine its Common Stock or issue additional shares of its Common Stock
as a dividend with respect to any shares of its Common Stock, the
number of Shares issuable on the exercise of this Warrant shall
forthwith be proportionately increased in the case of a subdivision or
stock dividend and proportionately decreased in the case of a
combination. Appropriate adjustments shall also be made to the purchase
price payable per share, but the aggregate purchase price payable for
the total number of Shares purchasable under this Warrant (as adjusted)
shall remain the same. Any adjustment under this Section 7(a) shall
become effective at the close of business on the date the subdivision
or combination becomes effective or as of the record date of such
dividend, or, in the event that no record date is fixed, upon the
making of such dividend.
(b) Reclassification, Reorganization, Merger, Sale or
Consolidation. In the event of any reclassification, capital
reorganization or other change in the Common Stock of the Company
(other than as a result of a subdivision, combination or stock dividend
provided for in Section (a) above) or in the event of a consolidation
or merger of the Company with or into, or the sale of all or
substantially all of the properties and assets of the Company, to any
person, and the connection therewith consideration is payable to
holders of Common Stock in cash, securities or other property, then as
a condition of such reclassification, reorganization or change,
consolidation, merger or sale, lawful provision shall be made, and duly
executed documents evidencing the same shall be delivered to the
Holder, so that the Holder shall have the right at any time prior to
the expiration of this Warrant to purchase, at a total price equal to
that payable upon the exercise of this Warrant immediately prior to
such event, the kind and amount of cash, securities or other property
receivable in connection with such reclassification, reorganization or
change, consolidation, merger or sale, by a holder of the same number
of shares of Common Stock as were exercisable by the Holder immediately
prior to such reclassification, reorganization or change,
consolidation, merger or sale. In any such case, appropriate provisions
shall be made with respect to the rights and interest of the Holder so
that the provisions hereof shall thereafter be applicable with respect
to any cash, securities or property deliverable upon exercise hereof.
Notwithstanding the foregoing, (i) if the Company merges or
consolidates with, or sells all or substantially all of its property
and assets to, any other person, and consideration is payable to
holders of Common Stock in exchange for their Common Stock in
connection with such merger, consolidation or sale which consists
solely of cash, or (ii) in the event of the dissolution, liquidation or
winding up of the Company, then the Holder shall be entitled to receive
distributions on the date of such event on an equal basis with holders
of Common Stock as if this Warrant had been exercised immediately prior
to such event, less the Warrant Price. Upon receipt of such payment, if
any, the rights of the Holder shall terminate and cease, and this
Warrant shall expire. In case of any such merger, consolidation or sale
of assets, the surviving or acquiring person and, in the event of any
dissolution, liquidation or winding up of the Company, the Company
shall promptly, after receipt of this surrendered Warrant, make payment
by delivering a check in such amount as is appropriate (or, in the case
of consideration other than case, such other consideration as is
appropriate) to such person as it may be directed in writing by the
Holder surrendering this Warrant.
3
(c) Certain Distributions. In case the Company shall fix a
record date for the making of a dividend or distribution of cash,
securities or property to all holders of Common Stock (excluding any
dividends or distributions referred to in Sections 7(a) or 7(b) above,
the number of Shares purchasable upon an exercise of this Warrant after
such record date shall be adjusted to equal the product obtained by
multiplying the number of Shares purchasable upon an exercise of this
Warrant immediately prior to such record date by a fraction, the
numerator of which shall be the Warrant Price immediately prior to such
distribution, and the denominator of which shall be the Warrant Price
immediately prior to such distribution, less the fair market value per
Share, as determined by the Holder, of the cash, securities or property
so distributed. Such adjustment shall be made successively whenever any
such distribution is made and shall become effective on the effective
date of distribution.
8. Pre-Exercise Rights. Prior to exercise of this Warrant, the
Holder shall not be entitled to any rights of a shareholder with respect to the
Shares, including without limitation, the right to vote such Shares, receive
preemptive rights or be notified of shareholder meetings, and the Holder shall
not be entitled to any notice or other communication concerning the business or
affairs of the Company.
9. Restricted Securities. The Holder understands that this Warrant
and the Shares purchasable hereunder constitute "restricted securities" under
the federal securities laws inasmuch as they are being, or will be, acquired
from the Company in transactions not involving a public offering and accordingly
may not, under such laws and applicable regulations, be resold or transferred
without registration under the Securities Act of 1933, as amended, or an
applicable exemption from registration. In this connection, the Holder
acknowledges that Rule 144 of the Securities and Exchange Commission is not now,
and may not in the future be, available for resales of the Shares purchased
hereunder. The Holder further acknowledges that the Shares and any other
securities issued upon exercise of this Warrant shall bear a legend
substantially in the form of the legend appearing on the face hereof.
10. Certification of Investment Purpose. Unless a current
registration statement under the Securities Act of 1933, as amended, shall be in
effect with respect to the securities to be issued upon exercise of this
Warrant, the Holder hereof, by accepting this Warrant, covenants and agrees
that, at the time of exercise hereof, the Holder will deliver to the Company a
written certification that the securiti4es acquired by the Holder are acquired
for investment purposes only and that such securities are not acquired with a
view to, or for sale in connection with, any distribution thereof.
4
11. Registration Rights. This Warrant and the Shares shall be
subject to the registration rights set forth in the Registration Rights
Agreement dated September 27, 2001, by and among the Holder and the Company, and
the Holder shall be entitled to all rights and benefits thereof.
12. Successors and Assigns. The terms and provisions of this Warrant
shall inure to the benefit of, and be binding upon, the Company and the Holder
and their respective successors and assigns.
13. Governing Law. This Warrant shall be governed by the laws of the
State of Texas, excluding the conflicts of laws provisions thereof.
INTEGRATED SECURITY SYSTEMS, INC.
By: /S/ C. A. RUNDELL, JR.
----------------------------
C. A. Rundell, Jr.
Chairman and Chief Executive
Officer
5
EXERCISE NOTICE
Dated ______________, _______
The undersigned hereby irrevocably elects to exercise the Stock
Purchase Warrant, dated October 1, 2003, issued by Integrated Security Systems,
Inc., a Delaware corporation (the "Company") to the undersigned to the extent of
purchasing _______________ shares of Common Stock and hereby makes payment of
$____________ in payment of the aggregate Warrant Price of such Shares.