Exhibit 10.32


 


MICROVISION, INC.

a Washington corporation


 


 


COMMON STOCK PURCHASE WARRANT


 


 


Warrant No. 19


 


 


THESE WARRANTS HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
APPLICABLE STATE SECURITIES LAWS.  THESE
WARRANTS ARE “RESTRICTED SECURITIES” AS DEFINED IN RULE 144 UNDER THE ACT AND
MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT
REQUIRED.


 


This is to
certify that, for value received and subject to the terms and conditions set
forth below, Microvision, Inc., a Washington corporation (the “Company”),
promises and agrees to sell and issue to Stan Berk 6,250 fully paid and
nonassessable shares of Common Stock, at a price of $19.20 per share, at any
time up to and until 5:00 p.m., Seattle, Washington time, on June 21, 2005, as
described more fully in Section 3 below.


 


This Warrant
Certificate is issued subject to the following terms and conditions:


 


1.                    Definitions
of Certain Terms.  Except as may be
otherwise clearly required by the context, the following terms have the
following meanings:


 


1.1             “Common Stock”
means the common stock, no par value, of the Company.


 


1.2             “Company” means
Microvision, Inc., a Washington corporation.


 


1.3             “Exercise Price”
means $19.20 per share, subject to adjustment from time to time pursuant to the
provisions hereof.


 


1.4             “Securities” means
the securities obtained or obtainable upon exercise of the Warrants or
securities obtained or obtainable upon exercise, exchange, or conversion of
such securities.


 


1.5             “Transfer Agent”
means the transfer agent for the Common Stock.


 


1.6             “Warrant
Certificate” means a certificate evidencing Warrants.


 

















 


1.7             “Warrantholder”
means a record holder of Warrants or Securities.


 


1.8             “Warrants” means
the warrants evidenced by this certificate or any similar certificate issued in
replacement of any such certificate.


 


2.                    Exercise of
Warrants.  All or any part of the
Warrants evidenced by this Certificate may be exercised by surrendering this
Warrant Certificate, together with appropriate instructions, duly executed by
the Warrantholder or by his or her duly authorized attorney-in-fact, at the
office of the Company, 19910 North Creek Parkway, Bothell, WA  98011-3008, or at such other office or
agency as the Company may designate, accompanied by payment in U.S. funds in
full, in cash or certified or cashier’s check, of the Exercise Price payable
with respect to the Warrants being exercised. 
Upon such surrender and payment, the Company will provide the
Warrantholder with a form of subscription for the Securities to be obtained on
exercise of the Warrants.  Subject to
the terms and conditions of this Warrant Certificate, the Company will, as soon
as practicable after said surrender and payment and completion of such
subscription by the Warrantholder, make arrangements with its Transfer Agent to
mail to the Warrantholder at the address specified in the subscription a
certificate or certificates evidencing the Securities subscribed for.  If fewer than all the Warrants evidenced by
this Warrant Certificate are exercised, the Company will, upon such exercise, execute
and deliver to the Warrantholder a new Warrant Certificate (dated the date
hereof), in form and tenor similar to this Warrant Certificate, evidencing the
Warrants not exercised.  The Securities
to be obtained on exercise of the Warrants will be deemed to have been issued,
and any person exercising the Warrants will be deemed to have become a holder
of record of those Securities, as of the date of the issuance of a certificate
or certificates evidencing the Securities. 
The securities laws of the United States and certain states thereof or other
jurisdictions may require that a registration statement registering the
Securities to be issued on exercise of the Warrants be effective, or that an
exemption from registration be available, before the Company may issue the
Securities to the Warrantholder.  The
Company will use its best efforts to take such actions under the Act and the
laws of various states and other jurisdictions as may be required to cause the
issuance of Securities upon exercise of Warrants to comply with applicable
securities laws.  However, the Company
will not be required to honor the exercise of Warrants if, in the opinion of
the Company’s Board of Directors, upon advice of counsel, the issuance of
Securities upon such exercise would be unlawful.  In such event, the Company may elect to redeem Warrants submitted
for exercise for a price equal to the difference between (i) the closing price
of the Securities on the date of submission of the subscription for exercise of
Warrants, as reported by the principal exchange or quotation service upon or
through which the Securities are then principally traded or quoted (the
“Exchange”), and (ii) the Exercise Price at the time of submission of the
Securities subscribed for.  In the event
of such redemption, the Company will pay to the Warrantholder the
above-described redemption price within ten business days after the
Warrantholder’s submission of the subscription for the Securities.


 


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3.                    Adjustments
in Certain Events.  The number,
class and price of Securities for which this Warrant Certificate may be
exercised are subject to adjustment from time to time upon the happening of
certain events as follows:


 


3.1             If the outstanding
shares of Common Stock are divided into a greater number of shares or a
dividend in stock is paid on the Common Stock, the number of shares of Common
Stock for which the Warrants are then exercisable will be proportionately
increased and the Exercise Price will be proportionately reduced.  Conversely, if the outstanding shares of
Common Stock are combined into a smaller number of shares of Common Stock, the
number of shares of Common Stock for which the Warrants are then exercisable
will be proportionately reduced and the Exercise Price will be proportionately
increased.  The increases and reductions
provided for in this Section 3.1  will
be made with the intent and, as nearly as practicable, the effect that neither
the percentage of the total equity of the Company obtainable on exercise of the
Warrants nor the price payable for such percentage upon such exercise will be
affected by any event described in this Section 3.1.


 


3.2             In case of any
change in the Common Stock through merger, consolidation, reclassification,
reorganization, recapitalization, partial or complete liquidation, or other
change in the capital structure of the Company, then, as a condition of the
change in the capital structure of the Company, lawful and adequate provision
will be made so that the holder of this Warrant Certificate will have the right
thereafter to receive upon the exercise of the Warrants the kind and amount of
shares of stock or other securities or property to which he would have been
entitled if, immediately prior to such merger, consolidation, reclassification,
reorganization, recapitalization, liquidation, or other change in capital
structure, the Warrantholder had held the number of shares of Common Stock
obtainable upon the exercise of the Warrants. 
In such event, the Exercise Price will be proportionately adjusted.  In any such case, appropriate adjustment
will be made in the application of the provisions set forth herein with respect
to the rights and interest thereafter of the Warrantholder, to the end that the
provisions set forth herein will thereafter be applicable, as nearly as
reasonably may be, in relation to any shares of stock or other property
thereafter deliverable upon the exercise of the Warrants.  The Company will not permit any change in
its capital structure to occur unless the issuer of the shares of stock or other
securities to be received by the holder of this Warrant Certificate, if not the
Company, agrees to be bound by and comply with the provisions of this Warrant
Certificate.


 


3.3             When any
adjustment is required to be made in the number of shares of Common Stock,
other securities or the property purchasable upon exercise of the Warrants, the
Company will promptly determine the new number of such shares or other
securities or property purchasable upon exercise of the Warrants and (i)
prepare and retain on file a statement describing in reasonable detail the
method used in arriving at the new number of such shares or other securities or
property purchasable upon exercise of the Warrants and (ii) cause a copy of 


 


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such statement to be mailed to
the Warrantholder within 30 days after the date when the event giving rise to
the adjustment occurred.


 


3.4             No fractional
shares of Common Stock or other securities will be issued in connection with
the exercise of any Warrants, but the Company will pay, in lieu of fractional
shares, a cash payment therefor on the basis of the closing price of the
Securities as reported by the Exchange on the day immediately prior to
exercise.


 


4.                    Reservation
of Securities.  The Company agrees
that the number of shares of Common Stock and other Securities sufficient to
provide for the exercise of the Warrants upon the basis set forth above will at
all times during the term of the Warrants be reserved for exercise.


 


5.                    Validity of
Securities.  All Securities
delivered upon the exercise of the Warrants will be duly and validly issued in
accordance with their terms, and the Company will pay all documentary and
transfer taxes, if any, in respect of the original issuance thereof upon
exercise of the Warrants.


 


6.                    Legending
of Securities.  All certificates
representing Securities delivered upon the exercise of the Warrants shall be
impressed with a legend indicating that the Securities are not registered under
the Act and reciting that the transfer thereof is restricted, such legend to be
in a form acceptable to counsel for the Company.


 


7.                    Transfer
Prohibited.  This Warrant and all
rights hereunder may not be transferred or assigned without prior written
approval of the Company.  Any transfer
effected without the prior written approval of the Company shall be void.


 


8.                    No Rights
as a Shareholder.  Except as
otherwise provided  herein, the
Warrantholder will not, by virtue of ownership of Warrants, be entitled to any
rights as a shareholder of the Company.


 


9.                    Ownership.  The Company, and its Transfer Agent, and any
agent of the Company or its Transfer Agent may treat the bearer of this Warrant
Certificate as the absolute owner of the Warrants evidenced hereby for the
purpose of exercising the Warrants and for all other purposes whatsoever, and
notwithstanding any notice of ownership or writing thereon, or any notice of
previous loss or theft or other interest therein.


 


10.              Notice.  Any notices required or permitted to be
given hereunder may be given in writing personally or by mail or other
comparable delivery service at the address determined below or at such other
address as the party receiving notice has theretofore furnished to the
notifying party:


 


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If to the Company:


 


Microvision, Inc.


19910 North Creek Parkway


Bothell, WA 
98011-3008


Attn: Richard A. Raisig, Chief Financial
Officer


 


 


If to the Warrantholder:


 


Mr. Stan Berk


1752 Corral Canyon


Malibu, CA 
90265


 


Any notice given by mail will be deemed effectively given 48 hours
after mailing when deposited in the United States mail, registered or certified
mail, return receipt requested, postage prepaid and addressed as specified
above.  Any notice given by courier or
other comparable form of delivery service will be deemed effectively given at
the date and time recorded for such delivery in the records of the delivery
service.


 


Applicable Law.  This Certificate will be governed by and construed in accordance
with the laws of the State of Washington.


 


	
  Dated as of June 21, 2000

  	
   

  
	
   

  	
   

  
	
   

  	
  MICROVISION,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Richard A.
  Raisig

  
	
   

  	
   

  	
  Chief
  Financial Officer

  



 


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