Exhibit 4.1


 


The securities represented by the Warrant and issuable upon its
exercise have not been registered under the Securities Act of 1933 (the “Act”),
as amended, and have not be registered under any state securities laws. The
securities may not be sold, offered for sale, or transferred in the absence of
either an effective registration under the Act and under applicable state
securities laws, or an opinion of counsel satisfactory to the Company that the
transaction is exempt from registration under the Act and under applicable
state securities laws.”


 


WARRANT


 


To Purchase 500,000 Shares of Common Stock


of


PPT Vision, Inc.


 


EXERCISABLE ON OR BEFORE, AND VOID AFTER


5:00 P.M. MINNEAPOLIS TIME ON March 11, 2015


 


THIS
CERTIFIES THAT, for good and valuable consideration, P. R. Peterson Keogh Plan
(the “Holder”), or its registered assigns, is entitled to subscribe for and
purchase from PPT Vision, Inc., Minnesota corporation (the “Company”), at
any time prior to 5:00 P.M. on March 11, 2015, Five Hundred Thousand
(500,000) fully paid and non-assessable shares of the Common Stock at the price
of $0.10 per share (the “Warrant Exercise Price”), subject to the anti-dilution
provisions of this Warrant.


 


The
shares that may be acquired upon exercise of this Warrant are referred to as
the “Warrant Shares.” The term “Holder” means any party who acquires all or a
part of this Warrant as a registered transferee of the Holder, or any record
holder or holders of the Warrant Shares issued upon exercise, whether in whole
or in part, of the Warrant.  The term “Common
Stock” means the common stock, par value $.10 per share, of the Company.


 


This
Warrant is subject to the following provisions, 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 Warrant Exercise Price for
the shares.


 


2.     Exchange and Replacement.  This Warrant is exchangeable upon the
surrender hereof by the Holder to the Company at its office for new Warrants of
like tenor and date representing in the aggregate the right to purchase the
number of Warrant Shares purchasable hereunder, each of the new Warrants to
represent the right to purchase that number of Warrant Shares as may be
designated by the Holder at the time of the surrender.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction, or mutilation of
this Warrant, and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will make and deliver a new Warrant of like
tenor, in lieu of this Warrant.  The
Company will pay all expenses, taxes (other than stock transfer taxes), and
other charges payable in connection with the preparation, execution, and
delivery of Warrants pursuant to this Section 2.


 


3.     Issuance of the Warrant
Shares.


 


3.1                    The Company agrees that the
shares of Common Stock purchased upon exercise of this Warrant will be deemed
to be issued to the Holder as of the close of business on the date on which
this Warrant is surrendered and the payment made for the Warrant Shares.  Subject to the 


 

















 


provisions of Section 3.2, certificates
for the Warrant Shares will be delivered to the Holder within a reasonable
time, not exceeding 15 days after the rights represented by this Warrant are so
exercised, and, unless this Warrant has expired, a new Warrant representing the
right to purchase the number of Warrant Shares with respect to which this
Warrant has not been exercised will also be delivered to the Holder within this
time.


 


3.2                    The Company will 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.  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 all Warrant Shares will, upon issuance, be duly
authorized and issued, fully-paid and non-assessable, and free from all taxes,
liens and charges with respect to their issue. The Company further 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 and
reserved for the purpose of issue upon exercise of this Warrant a sufficient
number of shares of Common Stock to provide for the exercise of the rights
represented by this Warrant, subject to the approval by shareholders
of the Company of an increase in the authorized common stock of the Company at
the 2008 Annual Meeting of Shareholders.


 


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


 


5.1                    The Warrant Exercise Price
will be adjusted from time to time so that if the Company:


 


(a)   pays any dividends on any
class of stock of the Company payable in Common Stock or securities convertible
into Common Stock;


 


(b)   subdivides its then
outstanding shares of Common Stock into a greater number of shares; or


 


(c)   combines outstanding shares
of Common Stock, by reclassification or otherwise;


 


then,
in any such event, the Warrant Exercise Price in effect immediately prior to
such event will be adjusted immediately after the event to a price determined
by dividing  (A) the number of
shares of Common Stock outstanding immediately prior to such event, multiplied
by the then existing Warrant Exercise Price, by 
(B) the total number of shares of Common Stock outstanding
immediately after the event (including in each case the maximum number of
shares of Common Stock issuable in respect of any securities convertible into
Common Stock), and the resulting quotient will be the adjusted Warrant Exercise
Price per share. An adjustment made pursuant to this Subsection will become
effective immediately after the record date in the case of a dividend or
distribution and will 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 Subsection, the Holder becomes entitled to
receive upon exercise of this Warrant shares of two or more classes of capital
stock or shares of Common Stock and other capital stock of the Company, the
Board of Directors of the Company (whose determination will be conclusive) will
determine the allocation of the adjusted Warrant Exercise Price between or
among shares of such classes of capital stock or shares of Common Stock and
other capital stock. All calculations under this Subsection will be made to the
nearest full cent or to the nearest 1/100 of a share, as the case may be. 


 


2

















 


In
the event that at any time as a result of an adjustment made pursuant to this
Subsection, the holder of any Warrant surrendered for exercise will become
entitled to receive any securities of the Company other than shares of Common
Stock, thereafter the Warrant Exercise Price of the other securities so
receivable upon exercise of any Warrant will 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.


 


5.2                    Upon each adjustment of the
Warrant Exercise Price pursuant to Section 5.1 above, the Holder of this
Warrant will thereafter be entitled to purchase at the adjusted Warrant
Exercise Price the number of adjusted Warrant Shares, calculated to the nearest
full share, obtained by multiplying the number of Warrant shares specified in
this Warrant by the Warrant Exercise Price in effect prior to such adjustment
and dividing the product so obtained by the adjusted Warrant Exercise Price.


 


5.3                    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 continuing corporation, or in the case of any
statutory exchange of securities with another corporation (including any
exchange effected in connection with a merger of a third corporation into the
Company), there will be no adjustment under Section 5.1 above, but the
Holder of each Warrant then outstanding will have the right thereafter to
convert the Warrant into the kind and amount of shares of stock and other
securities and property that he would have owned or have been entitled to
receive immediately after such consolidation, merger or statutory exchange had
the Warrant been converted immediately prior to the effective date of the
consolidation, merger, or statutory exchange, and in any such case, if
necessary, appropriate adjustment will be made in the application of the
provisions set forth in this Section with respect to the rights and
interests thereafter of any Holders of the Warrant, to the end that the
provisions set forth in this Section will thereafter correspondingly be
made applicable, as nearly as may reasonably be, in relation to any shares of
stock and other securities and property thereafter deliverable on the exercise
of the Warrant. The provisions of this Subsection will similarly apply to
successive consolidations, mergers, or statutory exchanges.


 


5.4                    Upon any adjustment of the
Warrant Exercise Price, then and in each case, the Company will give written
notice thereof, by First-class mail, postage prepaid, addressed to the Holder
as shown on the books of the Company, which notice must state the Warrant
Exercise Price resulting from the adjustment and the increase or decrease, if
any, in the number of shares of Common Stock purchasable at such price upon the
exercise of this Warrant, setting forth in reasonable detail the method of
calculation and the facts upon which the calculation is based.


 


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


 


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


 


7.1                    This Warrant is, and each
certificate representing the Warrant Shares will be, and any Warrant Shares
that may be subsequently transferred (other than a transfer registered under
the Securities Act or any subsequent transfer of shares so registered) stamped
or otherwise imprinted with a legend substantially in the following form:


 


“The
securities represented by the Warrant and issuable upon its exercise have not
been registered under the Securities Act of 1933 (the “Act”), as amended, and
have not be registered under any state securities laws. The securities may not
be sold, offered for sale, or transferred in the absence of either an effective
registration under the Act and under applicable state securities laws, or an 


 


3

















 


opinion
of counsel satisfactory to the Company that the transaction is exempt from
registration under the Act and under applicable state securities laws.”


 


7.2                    Subject to the sale,
assignment, hypothecation, or other transfer restrictions under the Securities
Act, the Holder must give written notice to the Company before transferring
this Warrant or transferring any Warrant Shares of the Holder’s intention to do
so, describing briefly the manner of any proposed transfer. Promptly upon
receiving such written notice, the Company will present copies thereof to the
Company’s counsel and to counsel to the original holder of this Warrant.  If in the opinion of each counsel the
proposed transfer may be effected without registration or qualification (under
any federal or state securities laws), the Company, as promptly as practicable,
will notify the Holder of such opinion, whereupon the Holder will 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. 
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 that would be in violation of Section 5 of the
Securities Act and applicable state securities laws.  The prospective transferee or purchaser must
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 or disposition of the Warrant or Warrant
Shares.


 


7.3                    If in the opinion of either
of the counsel referred to in this Section 7, the proposed transfer or
disposition of this Warrant or 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 Warrant Shares, the Company must 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.     Fractional Shares.


 


8.1                    Fractional shares will not
be issued upon the exercise of this Warrant, but the number of shares will be
adjusted up or down to the nearest whole share.


 


9.     Registration Rights.  Holders of Warrants will have the
Registration Rights set forth in the Registration Rights Agreement being
entered into concurrent with the issuance of this Warrant.


 


10.   Notices.


 


10.1                  All notices under this
Warrant must be in writing and be delivered by first class mail, postage
prepaid.  Any notice addressed to the
Holder must be delivered to


 


P
R Peterson Co. Keogh Plan


6111
Blue Circle


Minnetonka,
Minnesota


55343-9102


 


10.2                  as may be changed from time
to time upon ten days’ written notice by the Holder, and any notice addressed
to the Company, must be delivered to its principal office.


 


10.3                  The Holder is entitled to
receive a notice from the Company not less than ten days prior to the date on
which (a) a record will be taken for the purpose of determining the
holders of Common Stock entitled to dividends (other than cash dividends) or
subscription rights, or (b) a record 


 


4

















 


will be taken (or in lieu thereof, the
transfer books will be closed) for the purpose of determining the holders of
Common Stock entitled to notice of and to vote at a meeting of shareholders at
which any capital reorganization, reclassification of shares of Common Stock,
consolidation, merger, dissolution, liquidation, winding up or sale of
substantially all of the Company’s assets will be considered and acted upon.


 


IN
WITNESS WHEREOF, PPT Vision, Inc. has caused this Warrant to be signed by
its duly authorized officer and this Warrant to be dated March 11, 2008.


 


	
   

  	
  PPT
  Vision, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By
  

  	
    /s/
  Joseph C. Christenson

  
	
   

  	
   

  	
   

  	
  Joseph
  C. Christenson,

  
	
   

  	
   

  	
   

  	
  Chief
  Executive Officer

  



 


5

















 


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 the Warrant for, and to purchase
thereunder,                             
of the shares of common stock of PPT Vision, Inc., to which the Warrant
relates and herewith makes payment of $                                    
therefor in cash or by certified check and requests that the certificate for
the shares be issued in the name of, and be delivered to the undersigned holder
at the address set forth below.


	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social
  Security or Tax ID. No.

  	
   

  	
   

  
				



 

















 


ASSIGNMENT FORM


(To be signed upon authorized transfer of Warrant)


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto                                    
the right to purchase                         
shares of Common Stock of PPT Vision, Inc. to which the within Warrant
relates and appoints                                       
attorney, to transfer said right on the books of                                 
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Address)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Social
  Security or Tax ID No.