gabriel_8k-ex1008.htm


    EXHIBIT
10.8

     

    The
securities represented by this certificate have not been registered under the
Securities Act of 1933, as amended, and may not be sold, exchanged or
transferred in any manner in the absence of such registration or an opinion of
counsel reasonably acceptable to the Company that no such registration is
required.

     

    WARRANT
CERTIFICATE

    GABRIEL
TECHNOLOGIES CORPORATION

    INCORPORATED
UNDER THE LAWS OF

    THE
STATE OF DELAWARE

     

    1.1           Basic
Terms.   This certifies that, for value received, the
registered owner set forth below, or its registered assigns (“Registered Owner”)
is entitled, subject to the terms and conditions of this Warrant (this
“Warrant”), until the Expiration Date set forth below, to purchase ________________
shares of the Common Stock, par value $0.001 (the “Common Stock”), of
Gabriel Technologies Corporation, a Delaware corporation (the “Company”), from
the Company at the Purchase Price shown below, on delivery of this Warrant to
the Company with an exercise form, as provided by the Company (an “Exercise
Form”), duly executed and payment of the Purchase Price (in cash or by certified
or bank cashier’s check payable to the order of the Company) for each Warrant
Share purchased.  The term “Warrant Shares,” as used herein, refers to
the shares of Common Stock purchasable hereunder.

    


    
      	
              Registered
      Owner:

            	
              ________________

            
	 	 
	Purchase
      Price: 	Fifty
      Cents ($0.50) a share 


    

     

    
      	
              Expiration
      Date:

            	
              3:00
      p.m. Central Time, December 30, 2009, unless terminated sooner under this
      Warrant.

            


    

    


    1.2           Company’s Covenants as to Common
Stock.   Warrant Shares deliverable on the exercise of
this Warrant shall, at delivery, be fully paid and non-assessable, free from
taxes, liens, and charges with respect to their purchase.  The Company
shall take any necessary steps to assure that the par value per share of the
Common Stock is at all times equal to or less than the then current Purchase
Price per share of the Common Stock issuable pursuant to this
Warrant.  The Company shall at all times reserve and hold available
sufficient shares of Common Stock to satisfy all conversion and purchase rights
of outstanding convertible securities, options, and warrants.

    


    1.3           Method of Exercise; Fractional
Shares.   Subject to the provisions of this Warrant, this
Warrant may be exercised, in whole or in part, at the option of the Registered
Owner by (a) surrender of this Warrant to the Company together with a duly
executed Exercise Form, and (b) payment of the Purchase
Price.   No fractional shares of Common Stock are to be issued
upon the exercise of this Warrant.  In lieu of issuing a fraction of a
share remaining after exercise of this Warrant as to all full shares covered
hereby, the Company shall either (a) pay therefor cash equal to the same
fraction of the then current Purchase Price per share or, at its option, (b)
issue scrip for the fraction, in registered or bearer form approved by the Board
of Directors of the Company, which shall entitle the holder to receive a
certificate for a full share of Common Stock on surrender of scrip aggregating a
full share.  Scrip may become void after a reasonable period (but not
less than six months after the expiration date of this Warrant) determined by
the Board of Directors and specified in the scrip.  In case of the
exercise of this Warrant for less than all the shares available for purchase,
the Company shall cancel the Warrant and execute and deliver a new Warrant of
like tenor and date for the balance of the shares purchasable.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    1.4           Adjustment of Shares Available for
Purchase.   The number of shares available for purchase
hereunder and the Purchase Price per share are subject to adjustment from time
to time by the Company as specified in this Warrant.

    


    1.5           Limited Rights of
Owner.   This Warrant does not entitle the Registered
Owner to any voting rights or other rights as a stockholder of the Company, or
to any other rights whatsoever except the rights herein expressed.  No
dividends are payable or will accrue on this Warrant or the Warrant Shares
available for purchase hereunder until and except to the extent that this
Warrant is exercised.

     

    1.6           Exchange for Other
Denominations.   This Warrant is exchangeable, on its
surrender by the Registered Owner to the Company, for new Warrants of like tenor
and date representing in the aggregate the right to purchase the number of
shares available for purchase hereunder in denominations designated by the
Registered Owner at the time of surrender.

     

    1.7           Transfer.   Except
as otherwise above provided, this Warrant is transferable only on the books of
the Company by the Registered Owner or by its attorney, on surrender of this
Warrant, properly endorsed, provided, however, that any transfer or assignment
shall be subject to the conditions set forth in Section 1.14.

     

    1.8           Recognition of Registered
Owner.   Prior to due presentment for registration of
transfer of this Warrant, the Company may treat the Registered Owner as the
person exclusively entitled to receive notices and otherwise to exercise rights
hereunder.

     

    1.9           Effect of Stock Split,
Etc.   If the Company, by stock dividend, split, reverse
split, reclassification of shares, or otherwise, changes as a whole the
outstanding Common Stock into a different number or class of shares,
then:

     

    (a)           the
number and class of shares so changed shall, for the purposes of this Warrant,
replace the shares outstanding immediately prior to the change; and

     

    (b)           the
Purchase Price and the number of shares available for purchase under this
Warrant, immediately prior to the date upon which the change becomes effective,
shall be proportionately adjusted (the price to the nearest
cent).  Irrespective of any adjustment or change in the Purchase Price
or the number of shares purchasable under this or any other Warrant of like
tenor, the Warrants theretofore and thereafter issued may continue to express
the Purchase Price per share and the number of shares available for purchase as
the Purchase Price per share and the number of shares available for purchase
were expressed in the Warrants when initially issued.

     

    1.10         Effect of Merger,
Etc.   If the Company consolidates with or merges into
another corporation, the Registered Owner shall thereafter be entitled on
exercise of this Warrant to purchase, with respect to each share of Common Stock
purchasable hereunder immediately before the consolidation or merger becomes
effective, the securities or other consideration to which a holder of one share
of Common Stock is entitled in the consolidation or merger without any change in
or payment in addition to the Purchase Price in effect immediately prior to the
merger or consolidation. The Company shall take any necessary steps in
connection with a consolidation or merger to assure that all the provisions of
this Warrant shall thereafter be applicable, as nearly as reasonably may be, to
any securities or other consideration so deliverable on exercise of this
Warrant.  A sale or lease of all or substantially all the assets of
the Company for a consideration (apart from the assumption of obligations)
consisting primarily of securities is a consolidation or merger for the
foregoing purposes.

    


    
      
        
        

      

      
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    1.11           Notice of
Adjustment.   On the happening of an event requiring an
adjustment of the Purchase Price or the shares available for purchase hereunder,
the Company shall forthwith give written notice to the Registered Owner stating
the adjusted Purchase Price and the adjusted number and kind of securities or
other property available for purchase hereunder resulting from the event and
setting forth in reasonable detail the method of calculation and the facts upon
which the calculation is based.  The Board of Directors of the
Company, acting in good faith, shall determine the calculation.

    


    1.12           Notice and Effect of
Dissolution.   In case a voluntary or involuntary
dissolution, liquidation, or winding up of the Company (other than in connection
with a consolidation or merger covered by Section 1.10 above) is at any time
proposed, the Company shall give at least a 30 day written notice to the
Registered Owner.  Such notice shall contain:  (a) the date
on which the transaction is to take place; (b) the record date (which shall be
at least 30 days after the giving of the notice) as of which holders of Common
Shares will be entitled to receive distributions as a result of the transaction;
(c) a brief description of the transaction; (d) a brief description of the
distributions to be made to holders of Common Stock as a result of the
transaction; and (e) an estimate of the fair value of the
distributions.  On the date of the transaction, if it actually occurs,
this Warrant and all rights hereunder shall terminate.

     

    1.13    Method of Giving Notice; Extent
Required.   Notices shall be given by first class mail,
postage prepaid, addressed to the Registered Owner at the address of the Owner
appearing in the records of the Company.  No notice to the Registered
Owner is required except as specified herein.

     

    1.14    Warrant is Restricted: Exercise or
Transfer Without Registration.  This Warrant and the Warrant
Shares have not been registered under the Securities Act of 1933 (the “Act”);
and are “Restricted Securities” as that term is defined in Rule 144 under the
Act.  The Warrants and the Warrant Shares may not be offered for sale,
sold or otherwise transferred except pursuant to an effective Registration
Statement under the Act or pursuant to an exemption from registration under the
Act, the availability of which is to be established to the satisfaction of the
Company.   If, at the time of the surrender of this Warrant in
connection with any exercise, transfer, or exchange of this Warrant, this
Warrant (or in the case of any exercise, the Warrant Shares issuable hereunder)
shall not be registered under the Act and under applicable state securities or
blue sky laws, the Company may require, as a condition of allowing such
exercise, transfer, or exchange (a) that the Registered Owner furnish to the
Company a written opinion of counsel, which opinion and counsel are reasonably
acceptable to the Company, to the effect that such exercise, transfer or
exchange may be made without registration under the Act and under applicable
state securities or blue sky laws, and (b) that the Registered Owner execute and
deliver to the Company an investment letter in form and substance acceptable to
the Company.  The first holder of this Warrant, by taking and holding
the same, represents to the Company that such holder is acquiring this Warrant
for investment and not with a view to the distribution thereof.

     

    1.15    Underwriting
Requirements.  In connection with any underwritten public
offering, the Company shall not be required to include any of the shares
underlying the Warrants in such underwriting unless the Registered Owner accepts
the terms of the underwriting as agreed upon between the Company and the
underwriters for the offering (which underwriters shall be selected by the
Company).

     

    1.16    Cashless
Exercise.  Notwithstanding anything to the contrary herein, the
Warrants shall be eligible for “cashless exercise” if and only if:

    


    (a)  There
is no effective registration statement in place with the Securities and Exchange
Commission covering the Common Stock underlying the Warrants and the Common
Stock has traded over $2.00 per share for five consecutive days; or

    


    
      
        
        

      

      
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    (b)  Any
partially- or wholly-owned subsidiary of the Company is sold or receives a cash
payment exceeding $10,000,000 for either a license fee or dispute
resolution.

    


    If a
cashless exercise is permitted under this section, the Registered Owner may
elect, in lieu of payment of the Purchase Price in cash, to convert this
Warrant, in whole or in part, into a number of Warrant Shares determined by
dividing (i) (A) the aggregate Market Value of the Warrant Shares or other
securities otherwise issuable upon exercise of this Warrant minus (B) the
aggregate Purchase Price of such Warrant Shares, by (ii) the Market Value of one
Warrant Share.  “Market Value” as of any date, means (x) the average
of the last reported sale prices on the principal trading market for the Common
Stock for the five trading days immediately preceding the date of any such
determination, or (y) if market value cannot be calculated as of such date on
the foregoing basis, Market Value shall be the fair market value as reasonably
determined in good faith by the Board of Directors of the
Company.  For example, if a cashless exercise were permitted, the
Market Value on the date of exercise was $3.00 per share, and the entire Warrant
was being exercised on such date, the Registered Owner could elect to exercise
this Warrant for 83,333 shares of Common Stock on a cashless basis [((100,000 x
$3.00) – (100,000 x $0.50)), divided by $3.00 = 83,333 shares].  The
manner of determining the Market Value of the Common Stock set forth in the
foregoing definition shall apply with respect to any other security in respect
of which a determination as to market value must be made hereunder.

    


    1.17    Governing Law.  THIS
WARRANT SHALL BE GOVERNED AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE BODY OF LAW
CONTROLLING CONFLICTS OF LAW.

     

    1.18    Amendments.  This
Warrant and any provision it may only be amended by an instrument signed by the
Company and the holder.

     

    1.19    Severability and Savings
Clause.  If any one or more of the provisions contained in this
Warrant is for any reason (a) objected to, contested or challenged by any court,
government authority, agency, department, commission or instrumentality of the
United States or any state or political subdivision thereof, or any securities
industry self-regulatory organization (collectively, “Governmental Authority”),
or (b) held to be invalid, illegal or unenforceable in any respect, the Company
and the holder agree to negotiate in good faith to modify such objected to,
contested, challenged, invalid, illegal or unenforceable
provision.  It is the intention of Company and the holder that there
shall be substituted for such objected to, contested, challenged, invalid,
illegal or unenforceable provision a provision as similar to such provision as
may be possible and yet be acceptable to any objecting Governmental Authority
and be valid, legal and enforceable. Further, should any provisions of this
Warrant ever be reformed or rewritten by a judicial body, those provisions as
rewritten will be binding, but only in that jurisdiction, on the holder and the
Company as if contained in the original Agreement. The invalidity, illegality or
unenforceability of any one or more provisions of this Warrant will not affect
the validity and enforceability of any other provisions of this
Warrant.

     

    
      
        
        

      

      
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    Dated
this __ day of ________________,
2008.

    


     

    
      	 	GABRIEL TECHNOLOGIES
      CORPORATION 
	 	 
	 	 
	 	By:     
      _______________________________   
	 	Name:
      _______________________________   
	 	Title:  
      _______________________________   


    

     

     

     

     

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