wayne-8-26-02 -Memo regarding warrant s .

txt
From : wbtlcapital @aol.com
Sent: MOnday, Augus t 26 , 2002 9 :51 AM
To: cbal li nge r@evi de nttec h .com
s ubject : Memo r ega r ding Warrants
Attachments: 071702 memo r ega rding wa r rants .doc
Here is t he proposal of which we s poke a whil e ago . wayne

page 1
GOVERNMENT
EXHIBIT

GU -69
MEMORANDUM

TO:

FROM:

DATE:

RE:

CTA is interested in acquiring a warrant (t'Warrant") to purchase com mon stock of ET on

the follo wing terms:

I. In the eve nt that ET receives betwee n $150,000 and $250,000 from Federal or
State ent ities or agencies, other than as a result of [Federal/State finding received
as part of specific scientific proj ects/grants] (the " Funding" ). CTA will purchase a
warrant 10 purchase common stock equal to 1% of the outstand ing Evide nt
common stock at the time of the issuance of the warrant . The purchase price of
the warrant will be equal to $10.000. For eac h additional $100.000 of Fund ing
(o r porti on thereot) received by Evident in excess ofS250.000, the number of
shares subject to the warrant will be increased by .25% of the out standing ET
common stock. Notwithstanding [he foregoing. in no instance will the Warrant
entitle CTA to acqui re more than _ % of the outstanding ET common stock. The
purchase price for the Warrant shall be increased by $2.500 for each .25% of
out standing stock covered by the Warra nt.

2. T he Exerci se Price for the Warrant will bc calc ulated on the basis ora per share
price of $ 1.25 per share of common stock, which amo unt shall be reduced by the
quo tien t obtained by dividing (i) the Purchase Price paid by CTA for the Warrant
by (ii) the num ber of shares of ET Com mon Stock represented by the Warrant.

3. The Warran t will have a term of7 years from the date of issuance.

4. The common stock underlying the Warrant will be ent itled to the benefits of the
registration rights set forth in ET's exi sting Investors' Rights Agreement.