SB-2/A: Optional form for registration of securities to be sold to the public by small business issuers

Published on August 14, 1996



Exhibit 4.4


FORM OF





THIS WARRANT HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933
AND IS NOT TRANSFERABLE
EXCEPT AS PROVIDED HEREIN


MICROVISION, INC.

PURCHASE WARRANT

Issued to:

[PAULSON INVESTMENT COMPANY, INC.]
[marion bass securities corporation]


Exercisable to Purchase

[200,000] Units


of


MICROVISION, INC.








Void after August , 2001



This is to certify that, for value received and subject to the
terms and conditions set forth below, the Warrantholder (hereinafter defined)
is entitled to purchase, and the Company promises and agrees to sell and
issue to the Warrantholder, at any time on or after August ___, 1997 and on
or before August ___, 2001, up to [200,000] Units (hereinafter defined) at
the Exercise Price (hereinafter defined).

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:

(a) "Act" means the Securities Act of 1933, as amended.

(b) "Closing Date" means the date on which the Offering is closed.

(c) "Commission" means the Securities and Exchange Commission.

(d) "Common Stock" means the common stock, no par value, of the
Company.

(e) "Company" means Microvision, Inc., a Washington corporation.

(f) "Company's Expenses" means any and all expenses payable by the
Company or the Warrantholder in connection with an offering described in
Section 6 hereof, except Warrantholder's Expenses.

(g) "Effective Date" means the date on which the Registration
Statement is declared effective by the Commission.

(h) "Exercise Price" means the price at which the Warrantholder
may purchase one complete Unit (or Securities obtainable in lieu of one
complete Unit) upon exercise of Warrants as determined from time to time
pursuant to the provisions hereof. The initial Exercise Price is $_____ per
Unit. If a Warrant is exercised for a component of a Unit or Units, then the
price payable in connection with such exercise shall be determined by
allocating $0.001 to the Unit Warrant and the balance of the Exercise Price
to the share of Common Stock, or, in each case, to any securities obtainable
in addition to or in lieu of such Unit Warrant or share of Common Stock by
virtue of the application of Section 3 of this Warrant.

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(i) "Offering" means the public offering of Units made pursuant to
the Registration Statement.

(j) "Participating Underwriter" means any underwriter
participating in the sale of the Securities pursuant to a registration under
Section 6 of this Warrant Certificate.

(k) "Registration Statement" means the Company's registration
statement (File No. 333-5276-LA) as amended on the Closing Date.

(l) "Rules and Regulations" means the rules and regulations of the
Commission adopted under the Act.

(m) "Securities" means the securities obtained or obtainable upon
exercise of the Warrant or securities obtained or obtainable upon exercise,
exchange or conversion of such securities.

(n) "Unit" means, as the case may require, either one of the Units
offered to the Public pursuant to the Registration Statement or one of the
Units obtainable on exercise of a Warrant.

(o) "Unit Warrant" means a Common Stock purchase warrant included
as a component of a Unit.

(p) "Warrant Certificate" means a certificate evidencing the
Warrant.

(q) "Warrantholder" means a record holder of the Warrant or
Securities. The initial Warrantholder is Paulson Investment Company, Inc.

(r) "Warrantholder's Expenses" means the sum of (i) the aggregate
amount of cash payments made to an underwriter, underwriting syndicate, or
agent in connection with an offering described in Section 6 hereof multiplied
by a fraction the numerator of which is the aggregate sales price of the
Securities sold by such underwriter, underwriting syndicate, or agent in such
offering and the denominator of which is the aggregate sales price of all of
the securities sold by such underwriters, underwriting syndicate, or agents
in such offering and (ii) all out-of-pocket expenses of the Warrantholder,
except for the fees and disbursements of one firm retained as legal counsel
for the Warrantholder that will be paid by the Company.

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(s) "Warrant" means the warrant evidenced by this certificate, any
similar certificate issued in connection with the Offering, or any
certificate obtained upon transfer or partial exercise of the Warrant
evidenced by any such certificate.

2. EXERCISE OF WARRANTS. All or any part of the Warrant may be
exercised commencing on the first anniversary of the Effective Date and
ending at 5:00 p.m. (Pacific Time) on the fifth anniversary of the Effective
Date by surrendering this Warrant Certificate, together with appropriate
instructions, duly executed by the Warrantholder or by its duly authorized
attorney, at the office of the Company, 2203 Airport Way South, Suite 100,
Seattle, Washington 98134, or at such other office or agency as the Company
may designate. Upon receipt of notice of exercise, the Company shall
immediately instruct its transfer agent to prepare certificates for the
Securities to be received by the Warrantholder upon completion of the Warrant
exercise. When such certificates are prepared, the Company shall notify the
Warrantholder and deliver such certificates to the Warrantholder or as per
the Warrantholder's instructions immediately upon payment in full by the
Warrantholder, in lawful money of the United States, of the Exercise Price
payable with respect to the Securities being purchased. The Securities to be
obtained on exercise of the Warrant 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 payment of the Exercise
Price. If the Warrantholder shall represent and warrant that all applicable
registration and prospectus delivery requirements for their sale have been
complied with upon sale of the securities received upon exercise of the
Warrant, such certificates shall not bear a legend with respect to the Act.

If fewer than all the Securities purchasable under the Warrant are
purchased, the Company will, upon such partial 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 that portion
of the Warrant not exercised.

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:

(a) If the outstanding shares of the Company's Common Stock are
divided into a greater number of shares or a dividend

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in stock is paid on the Common Stock, the number of shares of Common Stock
for which the Warrant is then exercisable will be proportionately increased
and the Exercise Price will be proportionately reduced; and, 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
Warrant is then exercisable will be proportionately reduced and the Exercise
Price will be proportionately increased. The increases and reductions
provided for in this subsection 3(a) 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 subsection 3(a).

(b) In case of any change in the Common Stock through merger,
consolidation, reclassification, reorganization, partial or complete
liquidation, purchase of substantially all the assets of the Company, or
other change in the capital structure of the Company, then, as a condition of
such change, 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 Warrant 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 event, he had held the number of shares of Common Stock
obtainable upon the exercise of the Warrant. 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 Warrant. 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.

(c) 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 Warrant, the Company will promptly determine the new number
of such shares or other securities or property purchasable upon exercise of
the Warrant 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
Warrant and (ii) cause a copy of such statement to be mailed to the
Warrantholder within thirty (30) days after the date of the event giving rise
to the adjustment.

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(d) No fractional shares of Common Stock or other securities will
be issued in connection with the exercise of the Warrant, but the Company
will pay, in lieu of fractional shares, a cash payment therefor on the basis
of the mean between the bid and asked prices of the Common Stock in the
over-the-counter market or the closing price on the Nasdaq National Market or
a national securities exchange on the day immediately prior to exercise.

(e) If securities of the Company or securities of any subsidiary
of the Company are distributed pro rata to holders of Common Stock, such
number of securities will be distributed to the Warrantholder or his assignee
upon exercise of his rights hereunder as such Warrantholder or assignee would
have been entitled to if this Warrant Certificate had been exercised prior to
the record date for such distribution. The provisions with respect to
adjustment of the Common Stock provided in this Section 3 will also apply to
the securities to which the Warrantholder or his assignee is entitled under
this subsection 3(e).

(f) Notwithstanding anything herein to the contrary, there will be
no adjustment made hereunder on account of the sale by the Company of the
Common Stock or other Securities purchasable upon exercise of the Warrant.

4. RESERVATION OF SECURITIES. The Company agrees that the number of
shares of Common Stock, Unit Warrants or other Securities sufficient to
provide for the exercise of the Warrant upon the basis set forth above will
at all times during the term of the Warrant be reserved for exercise.

5. VALIDITY OF SECURITIES. All Securities delivered upon the exercise
of the Warrant 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 Warrant.

6. REGISTRATION OF SECURITIES ISSUABLE ON EXERCISE OF WARRANT
CERTIFICATE.

(a) The Company will register the Securities with the Commission
pursuant to the Act so as to allow the unrestricted sale of the Securities to
the public from time to time commencing on the first anniversary of the
Effective Date and ending at 5:00 p.m. (Pacific Time) on the fifth
anniversary of the Effective Date (the "Registration Period"). The Company
will also file

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such applications and other documents necessary to permit the sale of the
Securities to the public during the Registration Period in those states in
which the Units were qualified for sale in the Offering or in such other
states as the Company and the Warrantholder agree.

(b) The Company will pay all of the Company's Expenses and each
Warrantholder will pay its pro rata share of the Warrantholder's Expenses
relating to the registration, offer and sale of the Securities.

(c) Except as specifically provided herein, the manner and conduct
of the registration, including the contents of the registration statement,
will be entirely in the control and at the discretion of the Company. The
Company will file such post-effective amendments and supplements as may be
necessary to maintain the currency of the registration statement during the
Registration Period. In addition, if the Warrantholder participating in the
registration is advised by counsel that the registration statement, in their
opinion, is deficient in any material respect, the Company will use its best
efforts to cause the registration statement to be amended to eliminate the
concerns raised.

(d) The Company will furnish to the Warrantholder the number of
copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Act, and such other documents as it may
reasonably request in order to facilitate the disposition of Securities owned
by it.

(e) The Company will, at the request of Warrantholders holding at
least 50 percent of the then outstanding Warrants, (i) furnish an opinion of
the counsel representing the Company for the purposes of the registration
pursuant to this Section 6, addressed to the Warrantholders and any
Participating Underwriter, (ii) furnish an appropriate letter from the
independent public accountants of the Company, addressed to the
Warrantholders and any Participating Underwriter, and (iii) make such
representations and warranties to the Warrantholders and any Participating
Underwriter as are customarily given to underwriters of public offerings of
equity securities in connection with such offerings. A request pursuant to
this subsection (e) may be made on three occasions. The documents required
to be delivered pursuant to this subsection (e) will be dated within ten days
of the request and will be, in form and substance, equivalent to similar
documents furnished to the underwriters in connection with the Offering, with
such changes as may be appropriate in light of changed circumstances.

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7. INDEMNIFICATION IN CONNECTION WITH REGISTRATION.

(a) If any of the Securities are registered, the Company will
indemnify and hold harmless each selling Warrantholder, any person who
controls any selling Warrantholder within the meaning of the Act, and any
Participating Underwriter against any losses, claims, damages, or
liabilities, joint or several, to which any Warrantholder, controlling
person, or Participating Underwriter may be subject under the Act or
otherwise; and it will reimburse each Warrantholder, each controlling person,
and each Participating Underwriter for any legal expenses reasonably incurred
by the Warrantholder, controlling person, or Participating Underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action, insofar as such losses, claims, damages, or liabilities,
joint or several (or actions in respect thereof), arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained, on the effective date thereof, in any such registration statement
or any preliminary prospectus or final prospectus, or any amendment or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; PROVIDED, HOWEVER,
that the Company will not be liable in any case to the extent that any loss,
claim, damage, or liability arises out of or is based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
any registration statement, preliminary prospectus, final prospectus, or any
amendment or supplement thereto, in reliance upon and in conformity with
written information furnished by a Warrantholder for use in the preparation
thereof. The indemnity agreement contained in this subparagraph (a) will not
apply to amounts paid to any claimant in settlement of any suit or claim
unless such payment is first approved by the Company, such approval not to be
unreasonably withheld.

(b) Each selling Warrantholder, as a condition of the Company's
registration obligation, will indemnify and hold harmless the Company, each
of its directors, each of its officers who have signed any registration
statement or other filing, or any amendment or supplement thereto, and any
person who controls the Company within the meaning of the Act, against any
losses, claims, damages, or liabilities to which the Company or any such
director, officer, or controlling person may become subject under the Act or
otherwise, and will reimburse any legal or other expenses reasonably incurred
by the Company or any such director, officer, or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability, or action, insofar as such losses, claims, damages, or liabilities
(or

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actions in respect thereof) arise out of or are based upon any untrue or
alleged untrue statement of any material fact contained in said registration
statement, any preliminary or final prospectus, or other filing or any
amendment or supplement thereto, or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
but only to the extent that such untrue statement or alleged untrue statement
or omission or alleged omission was made in said registration statement,
preliminary or final prospectus, or other filing, or amendment or supplement,
in reliance upon and in conformity with written information furnished by such
Warrantholder for use in the preparation thereof; PROVIDED, HOWEVER, that the
indemnity agreement contained in this subparagraph (b) will not apply to
amounts paid to any claimant in settlement of any suit or claim unless such
payment is first approved by the Warrantholder, such approval not to be
unreasonably withheld.

(c) Promptly after receipt by an indemnified party under
subparagraphs (a) or (b) above of notice of the commencement of any action,
such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, notify the indemnifying party of the
commencement thereof; but the omission to notify the indemnifying party will
not relieve it from any liability that it may have to any indemnified party
otherwise than under subparagraphs (a) and (b).

(d) If any such action is brought against any indemnified party
and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in, and, to the extent
that it may wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel satisfactory to such
indemnified party; and after notice from the indemnifying party to such
indemnified party of its election to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party for any legal
or other expenses subsequently incurred by such indemnified party in
connection with the defense thereof other than reasonable costs of
investigation.

8. RESTRICTIONS ON TRANSFER. This Warrant Certificate and the Warrant
may not be sold, transferred, assigned or hypothecated for a one-year period
after the Effective Date except to underwriters of the Offering or to
individuals who are either a partner or an officer of such an underwriter or
by will or by operation of law. The Warrant may be divided or combined, upon
request to the Company by the Warrantholder, into a

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certificate or certificates evidencing the same aggregate number of Warrants.

9. NO RIGHTS AS A SHAREHOLDER. Except as otherwise provided herein,
the Warrantholder will not, by virtue of ownership of the Warrant, be
entitled to any rights of a shareholder of the Company but will, upon written
request to the Company, be entitled to receive such quarterly or annual
reports as the Company distributes to its shareholders.

10. NOTICE. Any notices required or permitted to be given hereunder
will be in writing and may be served personally or by mail; and if served
will be addressed as follows:

If to the Company:

2203 Airport Way South, Suite 100
Seattle, Washington 98134
Attn: Chief Executive Officer

If to the Warrantholder:

at the address furnished
by the Warrantholder to the
Company for the purpose of
notice.

Any notice so 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 party may by written notice to the other specify a
different address for notice purposes.

11. APPLICABLE LAW. This Warrant Certificate will be governed by and
construed in accordance with the laws of the State of Oregon, without
reference to conflict of laws principles thereunder. All disputes relating
to this Warrant Certificate shall be tried before the courts of Oregon
located in Multnomah County, Oregon, to the exclusion of all other courts
that might have jurisdiction.

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Dated as of August ___, 1996.

MICROVISION, INC.


By:________________________________

________________________________


Agreed and Accepted as of August ___, 1996

[PAULSON INVESTMENT COMPANY, INC.]
[MARION BASS SECURITIES CORPORATION]


By:_______________________________

_______________________________


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