exv10w2



 






Exhibit 10.2




WARRANT TO PURCHASE                                          SHARES

OF COMMON STOCK

OF KUHLMAN COMPANY, INC.




EXERCISABLE ON OR BEFORE, AND VOID AFTER

5:00 P.M. MINNEAPOLIS TIME ON JANUARY                     , 2009




     This Certifies That                                                              (the “Holder”), or registered assigns, is
entitled to subscribe for and purchase from Kuhlman Company, Inc., a Nevada corporation (the
“Company”), at any time after January                     , 2006 through January                     , 2009, shares of the
Company’s common stock at an exercise price of $2.75 per share (the “Purchase Price”), subject to
the anti-dilution provisions contained herein.



     The shares that may be acquired upon exercise of this Warrant are referred to herein as the
“Warrant Shares.” As used herein, the term “Holder” means the Holder identified in the paragraph
above and any party who acquires all or a part of this Warrant as a registered transferee of such
Holder. The term “Convertible Securities” means any stock or other securities convertible into, or
exchangeable for, Company common stock. This Warrant is subject to the following terms and
conditions:



     1. Exercise. The rights represented by this Warrant may be exercised by the Holder
hereof, in whole or in part (but not as to a fractional share of Common Stock), by written notice
of exercise (in the form attached hereto) delivered to the Company at the principal office of the
Company prior to the expiration of this Warrant and accompanied or preceded by the surrender of
this Warrant along with a check in payment of the Purchase Price for the number of Warrant Shares
being purchased hereunder.



     2. Exchange and Replacement. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant, the Company will
make and deliver a new Warrant of like tenor, in lieu of this Warrant. This Warrant shall be
promptly canceled by the Company upon the surrender hereof in connection with any exchange or
replacement.



     3. Issuance of the Warrant Shares.




     (a) Subject to the provisions of paragraph (b) below, certificates for the Warrant
Shares purchased hereunder shall be delivered to the Holder within a reasonable time, not
exceeding 15 days, after the rights represented by this Warrant shall have been so
exercised, and, unless this Warrant has expired, a new Warrant representing the right to
purchase the number of Warrant Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the Holder within such time.




     (b) Notwithstanding the foregoing, however, the Company shall not be required to
deliver any certificate for Warrant Shares upon exercise of this Warrant except in
accordance with exemptions from the applicable securities, registration requirements or
registrations under applicable securities laws. Nothing herein, however, shall obligate the
Company to effect registrations under federal or state securities laws. The Holder agrees
to execute such documents and make such representations, warranties, and agreements as may
be required solely to comply



 









 






with the exemptions relied upon by the Company, or the registrations made, for the
issuance of the Warrant Shares.



     4. Covenants of the Company. The Company covenants and agrees that during the period
within which the rights represented by this Warrant may be exercised, the Company will at all times
have authorized for the purpose of issue or transfer upon exercise of the subscription rights
evidenced by this Warrant a sufficient number of shares of common stock to provide for the exercise
of the rights represented by this Warrant.



     5. Anti-Dilution Adjustments. The provisions of this Warrant are subject to adjustment
as provided in this Section 5.




     (a) The Purchase Price shall be adjusted from time to time such that in case the
Company shall hereafter: (i) pay any dividends on any class of stock of the Company payable
in common stock or Convertible Securities; (ii) subdivide its then outstanding shares of
common stock into a greater number of shares; or (iii) combine outstanding shares of common
stock, by reclassification or otherwise; then, in any such event, the Purchase Price in
effect immediately prior to such event shall (until adjusted again pursuant hereto) be
adjusted immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (A) the number of shares of common stock outstanding immediately
prior to such event, multiplied by the then-existing Purchase Price, by (B) the total number
of shares of common stock outstanding immediately after such event (including in each case
the maximum number of shares of common stock issuable in respect of any Convertible
Securities), and the resulting quotient shall be the adjusted Purchase Price per share. An
adjustment made pursuant to this paragraph shall become effective immediately after the
record date in the case of a dividend or distribution and shall become effective immediately
after the effective date in the case of a subdivision, combination or reclassification. If,
as a result of an adjustment made pursuant to this paragraph, the Holder of any Warrant
thereafter surrendered for exercise shall become entitled to receive shares of two or more
classes of capital stock or share of common stock and other capital stock of the Company,
the Company’s board of directors (whose determination shall be conclusive) shall determine
the allocation of the adjusted Purchase Price between or among shares of such classes of
capital stock or shares of common stock and other-capital stock. All
calculations under this paragraph shall be made to the nearest cent or to the nearest 1/100
of a share, as the case may be. In the event that at any time as a result of an adjustment
made pursuant to this paragraph, the holder of any Warrant thereafter surrendered for
exercise shall become entitled to receive any shares of the Company other than shares of
common stock, thereafter the Purchase Price of such other shares so receivable upon exercise
of any Warrant shall be subject to adjustment from time to time in a manner and on terms as
nearly equivalent as practicable to the provisions with respect to common stock contained in
this Section.




     (b) Upon each adjustment of the Purchase Price pursuant to paragraph (a) above, the
Holder of each Warrant shall thereafter (until another such adjustment) be entitled to
purchase at the adjusted Purchase Price the number of Warrant Shares, calculated to the
nearest full share, obtained by multiplying the number of such shares specified in such
Warrant (as adjusted as a result of all adjustments in the Purchase Price in effect prior to
such adjustment) by the Purchase Price in effect prior to such adjustment and dividing the
product so obtained by the adjusted Purchase Price.




     (c) In case of any consolidation or merger to which the Company is a party other than a
merger or consolidation in which the Company is the surviving corporation, or in case of any
sale or conveyance to another corporation of the property of the Company as an entirety or
substantially as an entirety, or in the case of any statutory exchange of securities with
another



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corporation (including any exchange effected in connection with a merger of a third
corporation into the Company), there shall be no adjustment under paragraph (a) above but
the Holder of each Warrant then outstanding shall have the right thereafter to convert such
Warrant into the kind and amount of shares of stock and other securities; and property which
he would have owned or have been entitled to receive immediately after such consolidation,
merger, statutory exchange sale or conveyance had such Warrant been converted immediately
prior to the effective date of such consolidation, merger, statutory exchange, sale, or
conveyance. The provisions of this paragraph shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.



     6. No Voting Rights. This Warrant shall not entitle the Holder to any voting rights
or other rights as a stockholder of the Company.



     7. Notice of Transfer of Warrant or Resale of the Warrant Shares.




     (a) The Holder, by acceptance hereof, agrees to give written notice to the Company
before transferring this Warrant or transferring any Warrant Shares of such Holder’s
intention to do so, describing briefly the manner of any proposed transfer. If in the
opinion of the Company counsel the proposed transfer may be effected without registration or
qualification (under any federal or state securities laws), the Company, as promptly as
practicable, shall notify the Holder of such opinion, whereupon the Holder shall be entitled
to transfer this Warrant or to dispose of Warrant Shares received upon the previous exercise
of this Warrant, all in accordance with the terms of the notice delivered by the Holder to
the Company; provided that an appropriate legend may be endorsed on this Warrant or the
certificates for such Warrant Shares respecting restrictions upon transfer thereof necessary
or advisable in the opinion of counsel and satisfactory to the Company to prevent further
transfers which would be in violation of Section 5 of the Securities Act of 1933, as
amended, and applicable state securities laws; and provided further that the prospective
transferee or purchaser shall execute such documents and make such representations,
warranties, and agreements as may be required solely to. comply with the
exemptions relied upon by the Company for the transfer of disposition of the Warrant or
Warrant Shares.




     (b) If in the opinion of counsel referred to in this Section 7, the proposed transfer
or disposition of this Warrant or such Warrant Shares described in the written notice given
pursuant to this Section 7 may not be effected without registration or qualification of this
Warrant or such Warrant Shares the Company shall promptly give written notice thereof to the
Holder, and the Holder will limit its activities in respect to such transfer or disposition
as, in the opinion of both such counsel, are permitted by law.



     8. No Fractional Shares. No fractional shares will be issued upon the exercise
hereof.



     In Witness Whereof, Kuhlman Company, Inc. has caused this Warrant to be signed by its
duly authorized officer.



	 	 	 	 	 	 	 
	 	 	KUHLMAN COMPANY, INC.:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Jon Gangelhoff, Chief Financial Officer
	 	 






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SUBSCRIPTION FORM




(To be signed upon exercise of Warrant)




     The Undersigned, the holder of the within Warrant, hereby irrevocably elects to
exercise the purchase right represented by such Warrant for, and to purchase thereunder, of the
shares of common stock of Kuhlman Company, Inc. to which such Warrant relates and herewith makes
payment of $                                                             therefor in cash or by certified check and requests that the
certificate for such shares be issued in the name of, and be delivered to,                                                             
the address for which is set forth below the signature of the undersigned.



Dated:                                                             , 20                    




	 	 	 	 	 
	 

	 	 

Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Name
	 	 
	 
	 	 	 	 
	 

	 	 

Address
	 	 
	 
	 	 	 	 
	 

	 	 

Social Security or Tax Identification No.
	 	 






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ASSIGNMENT FORM




(To be signed only upon authorized transfer of Warrant)




     For Value Received, the undersigned hereby sells, assigns, and transfers unto
                                                             the right to purchase the securities of Kuhlman Company, Inc., a
Nevada corporation, to which the within Warrant relates and appoints                                         ,
attorney, to transfer said right on the books of Kuhlman Company, Inc. with full power of
substitution in the premises.



Dated:                                                             , 20                    




	 	 	 	 	 
	 

	 	 

Signature
	 	 
	 
	 	 	 	 
	 

	 	 

Name
	 	 
	 
	 	 	 	 
	 

	 	 

Address
	 	 
	 
	 	 	 	 
	 

	 	 

Social Security or Tax Identification No.
	 	 







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