EXHIBIT 5
ACQUISITION WARRANT AGREEMENT
Date of Issuance: October 17, 2000 No. A-1
FOR VALUE RECEIVED, TIGER N.V. (the "COMPANY"), hereby grants
to [Hewlett-Packard Europe B.V.] (the "WARRANT HOLDER") the right to purchase
from the Company 14,814,815 shares of the Company's Common Shares, par value NLG
0.04 per share (the "COMMON SHARES") (as adjusted from time to time hereunder,
the "WARRANT SHARES"), at an exercise price equal to $6.75 per share (as
adjusted from time to time hereunder, the "EXERCISE PRICE"). This warrant (this
"WARRANT") is issued pursuant to the terms of the Stock Purchase Agreement,
dated as of the date hereof, between the Company and the Hewlett-Packard Europe
B.V. (the "PURCHASE AGREEMENT"). Certain capitalized terms used herein and not
otherwise defined will have the meanings set forth in Section 3 hereof.
This Warrant is subject to the following provisions:
Section 1. TERM; WARRANT SHARES; EXERCISE OF WARRANT.
1A. TERM; VESTING OF WARRANT SHARES. The term of this Warrant
shall be for four years from the Date of Issuance (the "TERM"). The Warrant
Shares shall vest immediately prior to the closing of the Acquisition (the
"VESTING DATE"). This Warrant shall expire at the end of the Term and any rights
represented by this Warrant which have not been exercised as of such time shall
become void and unexercisable.
1B. EXERCISE PERIOD. The Warrant Holder may exercise the
purchase rights represented by this Warrant on the Vesting Date.
1C. EXERCISE PROCEDURE.
(i) This Warrant will be deemed to have been exercised when
the Company has received all of the following items (the "EXERCISE TIME"):
(a) a completed Exercise Agreement, as described in paragraph
1D below, executed by the Warrant Holder, exercising all or part of the
purchase rights represented by this Warrant;
(b) this Warrant; and
(c) a check payable to the Company or wire transfer of
immediately available funds in an amount equal to the product of the
Exercise Price for the portion of this Warrant being exercised
multiplied by the number of Common Shares being purchased upon such
exercise.
(ii) Certificates for Common Shares purchased upon exercise of
this Warrant will be delivered by the Company or its transfer agent to the
Warrant Holder immediately following the Exercise Time.
(iii) The Common Shares issuable upon the exercise of this
Warrant will be deemed to have been issued to the Warrant Holder at the Exercise
Time, and the Warrant Holder will be deemed for all purposes to have become the
record holder of such Common Shares at the Exercise Time.
(iv) The Company will at all times reserve and keep available
out of its authorized but unissued shares of Common Shares, solely for the
purpose of issuance upon the exercise of the Warrant, such number and class of
Common Shares issuable upon the exercise of this Warrant. All Common Shares
which are so issuable will, when issued, be duly and validly issued, fully paid
and nonassessable and free from all taxes, liens and charges. The Company will
take all such actions as may be necessary to assure that all such Common Shares
may be so issued without violation of any applicable law or governmental
regulation.
1D. EXERCISE AGREEMENT. To exercise any purchase rights under
this Warrant, the Exercise Agreement, substantially in the form set forth in
EXHIBIT A hereto, shall be executed. Such Exercise Agreement will be dated the
actual date of execution thereof.
1E. FRACTIONAL SHARES. If a fractional share of a Common Share
would be issuable upon exercise of the rights represented by this Warrant, the
Company will, immediately after the Exercise Time, deliver to the Warrant Holder
a check payable to the Warrant Holder, in lieu of such fractional share, in an
amount equal to the difference between the Market Price of such fractional share
as of the effective time of the Acquisition and the Exercise Price of such
fractional share.
Section 2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES. The
Exercise Price and the number of Common Shares purchasable upon exercise of this
Warrant will be subject to adjustment from time to time as provided in this
Section 2.
2A. OFF-SET. The number of Common Shares purchasable pursuant
to this Warrant shall be reduced by the number of Common Shares issuable upon
exercise of any vested portion of the Performance Warrant as of the Exercise
Time.
2B. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON SHARES. Except as set forth in Section 2C, if and whenever on
or after the Date of Issuance of this Warrant, the Company issues or sells, or
in accordance with Section 2D is deemed to have issued or sold, any Common
Shares for consideration per share less than the Market Price as of such
issuance or sale (a "DILUTIVE EVENT"), then forthwith upon the
occurrence of any such Dilutive Event, the Exercise Price shall be reduced to
the Exercise Price determined by dividing (1) the sum of (x) the product derived
by multiplying the Exercise Price in effect immediately prior to such Dilutive
Event times the number of Common Shares Deemed Outstanding immediately prior to
such Dilutive Event, plus (y) the consideration, if any, received by the Company
for the total number of such Common Shares so issued or sold, or deemed issued
or sold, in such Dilutive Event, by (2) the number of Common Shares Deemed
Outstanding immediately after such Dilutive Event. Upon each such adjustment of
the Exercise Price hereunder, the number of Common Shares acquirable upon
exercise of this Warrant shall be adjusted to the number of shares determined by
multiplying the Exercise Price in effect immediately prior to such adjustment by
the number of Common Shares acquirable upon exercise of this Warrant immediately
prior to such adjustment and dividing the product thereof by the Exercise Price
resulting from such adjustment.
2C. EVENTS NOT CONSIDERED DILUTIVE EVENTS. Notwithstanding
anything to the contrary herein, a Dilutive Event shall not include (i) any
issuance of Common Shares or Options (as defined below in Section 2D) to acquire
Common Shares issued pursuant to the Company's stock option plans or employee
stock purchase plans or grants of incentive equity approved in good faith by the
Board, (ii) the issuance of Common Shares pursuant to the Purchase Agreement,
(iii) the issuance of the Performance Warrant or Common Shares issued or
issuable upon conversion of the Performance Warrant or (iv) any issuance of
Common Shares pursuant to, or upon the conversion of, any existing options,
warrants, preferred stock or any other securities of the Company issued prior to
the Issuance Date, including without limitation, the Series A Convertible
Preferred Shares (each, a "NONDILUTIVE EVENT" and collectively, the "NONDILUTIVE
EVENTS").
2D. EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes
of determining the adjusted Exercise Price under paragraph 2B, the following
shall apply:
(i) ISSUANCE OF RIGHTS OR OPTIONS. For purpose of this Section
2, if the Company in any manner grants any rights or options to subscribe for or
to purchase Common Shares or any securities convertible into or exchangeable for
Common Shares, other than pursuant to any Nondilutive Event (such rights or
options referred to herein as "OPTIONS" and such convertible or exchangeable
stock or securities referred to herein as "CONVERTIBLE SECURITIES"), and the
Price Per Share (as defined below) of Common Shares issuable upon the exercise
of such Options or upon conversion or exchange of such Convertible Securities is
less than the Market Price as of the time of the granting of such Options, THEN
(x) the total maximum amount of such Common Shares issuable upon the exercise of
such Options or upon conversion or exchange of the total maximum number of
Convertible Securities issuable upon the exercise of such Options will be deemed
to be Common Shares issued and sold by the Company, (y) the consideration
received pursuant to such Dilutive Event will equal the Price Per Share times
the number of Common Shares so deemed issued and sold by the Company and (z)
following such Dilutive Event, the number of Common Shares so deemed issued and
sold by the Company shall
be included in the Common Shares Deemed Outstanding. For purposes of this
Section 2D(i), the "PRICE PER SHARE" will be determined by dividing (A) the
total amount, if any, received or receivable by the Company as consideration for
the granting of such Options, plus the minimum aggregate amount of additional
consideration payable to the Company upon exercise of all such Options, plus in
the case of such Options which relate to Convertible Securities, the minimum
aggregate amount of additional consideration, if any, payable to the Company
upon the issuance or sale of such Convertible Securities and the conversion or
exchange thereof, by (B) the total maximum number of Common Shares issuable upon
exercise of such Options or upon the conversion or exchange of all such
Convertible Securities issuable upon the exercise of such Options. No further
adjustment of the Exercise Price will be made when Convertible Securities are
actually issued upon the exercise of such Options or when Common Shares are
actually issued upon the exercise of such Options or the conversion or exchange
of such Convertible Securities; PROVIDED, THAT, if such Options expire or lapse
without being exercised and/or converted into Common Shares, then the Exercise
Price will be readjusted to the Exercise Price which would have been in effect
had such expired or lapsed Options not been issued.
(ii) ISSUANCE OF CONVERTIBLE SECURITIES. For purpose of this
Section 2, if the Company in any manner issues or sells any Convertible
Securities and the Price Per Share of Common Shares issuable upon conversion or
exchange of such Convertible Securities is less than the Market Price as of such
issue or sale, THEN (x) the maximum number of Common Shares issuable upon
conversion or exchange of such Convertible Securities will be deemed to be
Common Shares issued and sold by the Company, (y) the consideration received
pursuant to such Dilutive Event will equal the Price Per Share times the number
of Common Shares so deemed issued and sold by the Company and (z) following such
Dilutive Event, the number of Common Shares so deemed issued and sold by the
Company shall be included in the Common Shares Deemed Outstanding. For the
purposes of this Section 2D(ii), the "PRICE PER SHARE" will be determined by
dividing (i) the total amount received or receivable by the Company as
consideration for the issue or sale of such Convertible Securities, plus the
minimum aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange thereof, by (ii) the total maximum
number of Common Shares issuable upon the conversion or exchange of all such
Convertible Securities. No further adjustment of the Exercise Price will be made
when Common Shares are actually issued upon the conversion or exchange of such
Convertible Securities, and if any such issuance or sale of such Convertible
Securities is made upon exercise of any Options for which adjustments to the
Exercise Price had been or are to be made pursuant to Section 2D(i) above, no
further adjustment of the Exercise Price will be made by reason of such issuance
or sale; PROVIDED, THAT, if such Convertible Securities expire or lapse without
being exercised and/or converted into Common Shares, then the Exercise Price
will be readjusted to the Exercise Price which would have been in effect had
such expired or lapsed Convertible Securities not been issued.
(iii) CHANGE IN OPTION PRICE OR CONVERSION RATE. If at any
time there is a change in (i) the purchase price provided for in any Options,
(ii) the additional consideration, if
any, payable upon the conversion or exchange of any Convertible Securities or
(iii) the rate at which any Convertible Securities are convertible or
exchangeable for Common Shares, then the Exercise Price in effect at the time of
such change will be readjusted to the Exercise Price which would have been in
effect had those Options or Convertible Securities still outstanding at the time
of such change provided for such changed purchase price, additional
consideration or changed conversion rate, as the case may be, at the time such
Options or Convertible Securities were initially granted, issued or sold.
2E. EFFECT ON EXERCISE PRICE OF CERTAIN EVENTS. For purposes
of determining the adjusted Exercise Price under paragraphs 2B and 2D, the
following shall be applicable:
(i) CALCULATION OF CONSIDERATION RECEIVED. If any shares of
Common Shares, Options or Convertible Securities are issued or sold or deemed to
have been issued or sold for cash, the consideration received therefor or the
Price Per Share, as the case may be, will be deemed to be the net amount
received or to be received by the Company therefor. If any shares of Common
Shares, Options or Convertible Securities are issued or sold for a consideration
other than cash, the amount of the consideration other than cash received by the
Company or the non-cash portion of the Price Per Share, as the case may be, will
be the Fair Market Value of such consideration received or to be received,
respectively, by the Company, except where such consideration consists of
securities, in which case the amount of consideration received or to be
received, respectively, by the Company will be the Market Price thereof as of
the date of receipt of such securities. If any Common Shares, Options or
Convertible Securities are issued in connection with any merger in which the
Company is the surviving corporation, the amount of consideration received
therefor, if other than cash, will be deemed to be the Market Price of the
Securities of the non-surviving corporation in exchange for which such Common
Shares, Options or Convertible Securities, as the case may be, were issued.
(ii) TREASURY SHARES. The number of Common Shares Deemed
Outstanding at any given time shall not include shares owned or held by or for
the account of the Company.
2F. COMMON SHARE DIVIDENDS; COMMON SHARE SPLITS; REVERSE
COMMON SHARE SPLITS. In case the Company shall (i) pay a dividend on its
Common Shares in Common Shares, (ii) subdivide its outstanding Common Shares
into a larger number of Common Shares or (iii) combine its outstanding Common
Shares into a smaller number of Common Shares, the number of Common Shares
for which this Warrant is exercisable and the number of Common Shares for
which this Warrant is vested and not yet exercised then in effect shall be
multiplied by a fraction, the numerator of which shall be the number of
Common Shares outstanding immediately after giving effect to such dividend,
subdivision or combination, and the denominator of which shall be the number
of Common Shares outstanding immediately prior to the record date for such
dividend, split, or subdivision (or the effective date thereof if no record
date is fixed) (the "ADJUSTED WARRANT SHARES"). An adjustment made pursuant
to this Section 2F shall become effective immediately after the effective
date of such event, retroactive to the record date (or
effective date, if no record date is set) for such event. Upon each such
adjustment of the number of Common Shares acquirable upon exercise of this
Warrant as set forth this Section 2F, the Exercise Price shall be adjusted to
the Exercise Price determined by multiplying the Exercise Price in effect
immediately prior to giving effect to such dividend, split, subdivision or
combination by a fraction, the numerator which shall be the number of Common
Shares outstanding immediately prior to the record date for such dividend,
split, subdivision or combination (or the effective date thereof if no record
date is fixed), and the denominator of which shall be the number of Common
Shares outstanding immediately after giving effect to such dividend, split,
subdivision or combination.
2G. NOTICES. Immediately upon any adjustment of the Exercise
Price or the number of Common Shares acquirable upon the exercise of this
Warrant, the Company shall give written notice thereof to the Warrant Holder.
Section 3. DEFINITIONS. The following terms have meanings set forth
below:
"ACQUISITION" means the acquisition of all or substantially
all of the outstanding voting capital stock of the Company by HP or any
subsidiary of HP.
"BOARD" means the combined board of the Supervisory Board and
the Management Board of the Company.
"COMMON SHARES DEEMED OUTSTANDING" means, at any given time,
the number of Common Shares actually outstanding at such time, plus the number
of Common Shares deemed to be outstanding pursuant to Sections 2D(i) and 2D(ii)
hereof regardless of whether the Options or Convertible Securities are actually
exercisable at such time, but excluding any Common Shares issuable upon exercise
of this Warrant or pursuant to any Nondilutive Event.
"DATE OF ISSUANCE" means the date first written above.
"FAIR MARKET VALUE" means the value determined by the Board in
good faith. If the Warrant Holder objects to the determination of the Board or
if the Board is unable to reach agreement, in each case within a reasonable
period of time, such fair market value will be determined by an independent
appraiser selected by the Board. If the Warrant Holder objects to the appraiser
selected by the Board, the Board and the Warrant Holder shall each select an
appraiser, and the two appraisers shall select a third appraiser, in which event
the Fair Market Value shall be the median of these three appraisers, which
appraised value shall be binding on all parties. The fees and expenses of all
appraisers hereunder shall be borne equally by the Company and the Warrant
Holder.
"HP" means Hewlett-Packard Company, a Delaware corporation.
"MARKET PRICE" of any security means the closing trading price
of such security on the primary securities exchange on which such security is
listed at the time, or, if there has been no sales on any such exchange, the
average of the bid and asked prices on the primary exchange on which such
security is listed at the end of such day, or, if on any day such security is
not so listed, the average of the bid and asked prices quoted in the Nasdaq
Stock Market as of the close of trading, or, if on any day such security is not
quoted in the Nasdaq Stock Market, the average of the bid and asked prices on
such day in the domestic over-the-counter market as reported by Pink Sheets LLC,
or any similar successor organization, in each such case as of the business day
immediately prior to the date on which "Market Price" is being determined. If at
any other time such security is not listed on any securities exchange or quoted
in the Nasdaq Stock Market or the over-the-counter market, the "Market Price"
will be the fair value thereof determined by the Board in good faith. If the
Warrant Holder objects to the determination of the Board or if the Board is
unable to reach agreement, in each case within a reasonable period of time, such
Market Price will be determined by an independent appraiser selected by the
Board. If Warrant Holder objects to the appraiser selected by the Board, the
Board and the Warrant Holder shall each select an appraiser, and the two
appraisers shall select a third appraiser, in which event the Market Value shall
be the median of these three appraisers, which appraised value shall be binding
on all parties. The fees and expenses of all appraisers hereunder shall be borne
equally by the Company and the Warrant Holder.
"PERSON" means an individual, a partnership, a joint venture,
a corporation, a trust, an unincorporated organization and a government or any
department or agency thereof.
"PERFORMANCE WARRANT" mean the warrant issued by the Company
to the Warrant Holder pursuant to the Purchase Agreement to purchase Common
Shares upon meeting certain revenue performance requirements set forth therein.
"PUBLIC OFFERING" means any offering by the Company of its
equity securities to the public pursuant to an effective registration statement
under the Securities Act or any comparable statement under any similar federal
statute then in force.
"SECURITIES ACT" means the Securities Act of 1933, as amended,
or any similar federal law then in force.
"SHAREHOLDERS' AGREEMENT" means that certain Shareholders'
Agreement dated the date hereof among the Company, Gemini Systems Corporation
N.V., Toscal N.V., OZF Ltd., Visionvest Corporation N.V., Walthroup Corporation
N.V., S-C Indigo CV, HP and the Warrant Holder.
Section 4. RESTRICTIONS ON TRANSFER.
4A. This Warrant and all rights hereunder are not
transferable, in whole or in part, without a prior written consent of the
Company, which consent is at the sole discretion of the Company, PROVIDED, that
the Warrant Holder may transfer this Warrant and the rights hereunder to any
direct or indirect wholly-owned subsidiary of HP (disregarding for the purpose
of determining such ownership any capital stock or other interest owned by any
other Person for the purpose of complying with the corporate governance laws of
any jurisdiction or securities exchange or market or for tax planning purposes)
upon providing the Company with a written agreement in which the new Warrant
Holder undertakes the original Warrant Holder's obligations under this Warrant.
Section 5. INVESTMENT REPRESENTATIONS. By acceptance of this Warrant:
5A. The Warrant Holder hereby represents that this Warrant and
any Common Shares issuable hereunder will be acquired for its own account or the
account of its permitted assigns hereunder with the present intention of holding
such securities for purposes of investment, and that it has no intention of
selling such securities in a public distribution in violation of the Federal
securities laws or any applicable state securities laws.
5B. The Warrant Holder acknowledges that it is able to bear
the economic risk of any investment in this Warrant for an indefinite period of
time and that this Warrant is being issued and sold under exemptions from
registration provided in the Securities Act and under applicable state
securities laws and, therefore, cannot be sold unless subsequently registered
under the Securities Act or applicable state securities laws or an exemption
from such registrations is available.
5C. The Warrant Holder represents that it has had the
opportunity to ask questions and receive answers concerning the Warrant and to
obtain whatever information concerning the Company as has been requested by any
such Warrant Holder in order to make its investment decision.
5D. The Warrant Holder represents that (a) it is an accredited
investor for purposes of the Securities Act and (b) it is sophisticated in
financial matters and is able to evaluate the risks and benefits of any
investment in the Warrant.
Section 6. NO VOTING RIGHTS; LIMITATIONS OF LIABILITY. This Warrant
will not entitle the holder hereof to any voting rights or other rights as a
stockholder of the Company. No provision hereof, in the absence of affirmative
action by the Warrant Holder to purchase Common Shares, and no enumeration
herein of the rights or privileges of the Warrant Holder, will give rise to any
liability of such holder for the Exercise Price of Common Shares acquirable by
exercise hereof or as a stockholder of the Company.
Section 7. WARRANT EXCHANGEABLE FOR DIFFERENT DENOMINATIONS. This
Warrant is exchangeable, upon the surrender hereof by the Warrant Holder at the
principal office of the Company, for a new Warrant of like tenor representing
the purchase rights hereunder, and such new Warrant will represent the unexpired
and unexercised rights formerly represented by this Warrant. The date the
Company initially issues this Warrant will be deemed to be the "DATE OF
ISSUANCE" hereof regardless of the number of times new certificates will be
issued and the new Warrant representing portions of the rights hereunder will be
referred to herein as this "WARRANT."
Section 8. REPLACEMENT. Upon receipt of evidence reasonably
satisfactory to the Company (an affidavit of the Warrant Holder being
satisfactory) of the ownership and the loss, theft, destruction or mutilation of
this Warrant, and in the case of any such loss, theft or destruction, upon
receipt of indemnity reasonably satisfactory to the Company, or, in the case of
any such mutilation upon surrender of such certificate, the Company will (at the
Warrant Holder's expense) execute and deliver in lieu of such certificate a new
certificate of like kind representing the same rights represented by such lost,
stolen, destroyed or mutilated certificate and dated the date of such lost,
stolen, destroyed or mutilated certificate.
Section 9. TERMINATION. In the event of an acquisition of all or
substantially all of the Common Shares or assets of the Company by a third
party, including without limitation by HP, the Warrant Holder, or any of their
affiliates, or any merger, consolidation, reorganization or any other similar
type of transaction in which the Company is not the surviving entity and a
majority of the voting equity of the surviving entity is not held by holders of
Common Shares prior to such transaction, there shall be deliverable upon
exercise of this Warrant the same consideration per Common Share as the Warrant
Holder would have been entitled to receive as a holder of Common Shares if it
had exercised this Warrant in exchange for Common Shares immediately prior to
such acquisition or transaction.
Section 10. NOTICES. All notices and other communications hereunder
shall be in writing and shall be deemed given the seventh business day after
deposit with the postal service (if mailed), upon delivery (if delivered
personally), upon electronic confirmation by the sender of receipt of
transmission (if telecopied) or on the second business day after sending by an
overnight courier service, such as FedEx, to the parties at the following
addresses (or at such other address for a party as shall be specified by such
party by like notice):
if to the Warrant Holder, to:
Hewlett-Packard Company
(IF BY MAIL)
X.X. Xxx 00, XX 000
Xxxxx, XX 00000
(IF BY OTHER THAN MAIL)
00000 Xxxxxxx Xxxxxxxxx, XX 310
Xxxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
with a copy to:
Hewlett-Packard Company
0000 Xxxxxxx Xxxxxx, XX00-XX
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Corporate Development Porfolio Manager
Telephone: 000-000-0000
Telecopy: 000-000-0000;
Hewlett-Packard Company
0000 Xxxxxxx Xxxxxx, XX00-XX
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: General Counsel
Telephone: 000-000-0000
Telecopy: 000-000-0000; and
Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP
000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxx, Xxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
if to the Company, to:
Indigo X.X.
0 Xxxxxxxxxxx
0000 XX Xxxxxxxxxx
Xxx Xxxxxxxxxxx
Attn. General Counsel
Telephone: 00-00-000-0000
Telecopier: 00-00-000-0000;
with copies to:
Indigo Electronic Printing Systems Ltd.
X.X. Xxx 000
Xxxxxxx, Xxxxxx 00000
Attn. General Counsel
Telephone: 000-0000-0000
Telecopier: 000-0000-0000; and
Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn. Xxxxxx X. Xxxxxxxx, Esq.
Telephone:000-000-0000
Telecopier: 000-000-0000
Section 11. AMENDMENT AND WAIVER. The provisions of this Warrant may
not be amended without the written consent of the Warrant Holder and the
Company.
Section 12. DESCRIPTIVE HEADINGS; GOVERNING LAW. The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience only and do not constitute a part of this Warrant. The construction,
validity and interpretation of this Warrant will be governed by the laws of the
State of New York.
* * * * *
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
and attested by its duly authorized officers and to be dated the Date of
Issuance hereof.
INDIGO N.V.
By: /s/ Xxxxxxx Xxxxx
---------------------
Title: Chairman and Chief
Executive Officer
Attested:
By: /s/ Xxx X. Chill
------------------
Date: October 17, 2000
EXHIBIT A
EXERCISE AGREEMENT
To: Indigo N.V.
Dated:
The undersigned, pursuant to the provisions set forth in the attached
Warrant Agreement (No. ___), hereby agrees to subscribe for the purchase of
___________ shares of the Common Shares covered by such Warrant and makes
payment herewith in full therefor at the price per share provided by such
Warrant.
The undersigned requests that a certificate for such shares be registered
in the name of Warrant Holder _____________________________________, whose
address is ______________________________________ and that such shares be
delivered to _____________________________________, whose address is
___________________________________________________________________________.
If said number of shares is less than all of the Common Shares purchasable
under the Warrant, the undersigned requests that a new warrant covering the
remaining balance of the Common Shares purchasable under the Warrant be
registered in the name of the Warrant Holder, whose address is
__________________________________________________, and that such warrant be
delivered to _____________________________________________, whose address is
__________________________________________________________________________.
Signature: ________________________________
Name: ________________________________
Address: ________________________________
________________________________
________________________________
