Exhibit
10.29


 


MICROVISION, INC.

a Washington corporation


 


COMMON STOCK
PURCHASE WARRANT


 


Certificate No. 10


 


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 25,000 fully paid and nonassessable
shares of Common Stock, at a price of $12.50 per share, at any time up to and
until 5:00 p.m., Seattle, Washington time, on January 14, 2004, 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 $12.50 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.


 


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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,
2203 Airport Way South, Suite 100, Seattle, WA 98134, 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.


 


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


 


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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
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.


 


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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:


 


If to the Company:


 


2203 Airport Way South


Suite
100


Seattle, WA 
98134


Attn:  Richard
F. Rutkowski, President and Chief Executive Officer


 


If to the Warrantholder:


 


at the address furnished


by the Warrantholder in such


Warrantholder’s Subscription


Agreement.


 


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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.


 


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


 


	
  Dated as of
  January 14, 1999.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MICROVISION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Richard F.
  Rutkowski

  	
   

  
	
   

  	
   

  	
   

  	
  Richard F. Rutkowski

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  



 


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