執行 復制

本 認股證及其行使後可發行的證券並未根據1933年修訂的證券法（"法案"）進行註冊。除非符合1933年修訂的證券法的有效註冊聲明或律師意見對公司滿意，否則不得出售、提供出售、投資、抵押或以其他方式轉讓。認為不需要根據此法案註冊。

VirTra 系統公司。
購買普通股權證

本證實Barricade Enterprises 有限合夥企業（以下簡稱「持有人」）有權按照下文所定的執行價格向 virtra 系統股份有限公司，一家德克薩斯州公司（以下簡稱「公司」），以下文所載的普通股數量（以下簡稱「授權數量」）向該公司購買。

1. 股票購買.

(a) 認股證金額持有人有權在公司的主要辦事處（或者公司以書面形式通知持有人的其他地方）交還本認股證，從公司購買7,282,425股普通股（「股份」），佔公司流通中的普通股五成（5%），包括按換股基準考慮的公司普通股，包括公司已授予其他Modern Round, L.L.C.聯屬公司的期權、認股權及其他購買權，或考慮本日授予其他認股權的情況後為9,193,820股

(b) 行使價格。根據本認股權證發行的每股股票的購買價格為0.1360美元，該價格等同於 該公司在本認股權證發行前15個交易日內在其主要交易市場上的普通股收盤價或最後價格的平均值。該購買價格在此稱為“行使價格”。

2. 行使期本認股權書可以在現階段之後的任何時間，在整體或部分上行使，從現代圓環第一間設施啟用使用virtra科技的第一周年之際開始，或是在第一間啟用virtra科技的設施開始，並向virtra支付最低權利金後，在從現在日期開始五年內的東部時間下午五時結束，這個日期將稱為「到期日」。

3. 运动方法.

(a) 在本認股權證依據上述第2條的條款仍有效並可行使之際，持有人可以全部或部分行使此處所證明的購買權。除非根據下述第4條條款進行行使，否則應按照以下程序進行行使：

(i) 出讓本認股權證，連同隨附的已妥善執行之行使通知副本，交由公司秘書， 於其主要辦公室（或公司以書面通知持有人之其他地點）； 及

(ii) 支付給公司金額等於所購買股份的總行使價的款項。

(b) 本認股權證之每次行使均被視為在該認股權證上交付予公司，條款3(a)中規定的前一個交易日的收市前立即生效。屆時，持有任何根據第3(c)款條款行使而可發行股份的股票證書的人或人名將被視為成為所代表該證書的股份的登記持有人或持有人。

(c) 在全部或部分行使本認股權之後，並在此後十(10)天內，無論如何，公司將負擔費用以發行，並登記為，並交付給持有人，或由持有人(在該持有人支付任何適用的過戶稅後)指示：

(i) 憑證證明持有人應享有的股份數或者無證券的，相應的記錄條目，以及

(ii) 在前述情況下，若該行使僅為部分，將發行一份新認股權證或簿記分錄（日期為今日）條文相同，認股權證金額為 (x) 認股權證金額，減去投資人在行使本認股權證前向持有人支付的行使價總額，直至發行該新認股權證的日期（包括在任何淨行使情況下，根據第4條所述公式對該淨行使計算的放棄股份金額之總額（根據課徵於該淨行使情況下的 X 減 Y 計算））。

4. 淨行使在不以現金行使本認股權的情況下，持有人可以選擇通過交還本認股權及通知選擇權（“淨行使”），按照以下公式發行一定價值的股份與本認股權（或部分行使的認股權）。執行淨行使的持有人將享有第3(b)條和第3(c)條所述的權利，而公司將根據以下公式向該持有人發行一定數量的股份：

哪裡

根據本第4條的目的，一股的公平市價應指以下情況：(a)當日在一切國內證券交易所上的普通股收盤銷售價量加權平均；(b)假如在任何證券交易所上當日沒有普通股銷售，當日最高買盤及最低賣盤價之平均；(c)假如當日普通股沒有在任何國內證券交易所上市，則以該日在場外交易所公告牌、粉紅OTC市場或相似報價系統上的收盤銷售價作為公平市價；或(d)假如當日普通股在場外交易所公告牌、粉紅OTC市場或相似報價系統上沒有銷售，則以當日該號最高買盤及最低賣盤價的平均；在各項情況下，根據(a)、(b)、(c)和(d)小節，價格將在決定「公平市價」當天前連續十五(15)個業務日平均。 提供假如普通股在任何國內證券交易所上市，在此句中所用「業務日」一詞指該交易所開放交易的業務日。如果普通股在任何時候不在任何國內證券交易所上市，或並未在場外交易所公告牌、粉紅OTC市場或相似報價系統上公告，普通股的「公平市價」將由董事會與持有者共同確定的每股公平市值。

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.