EXHIBIT 4.2
Warrant to Purchase 300,000
Shares of Common Stock
UNDERWRITER'S WARRANT
---------------------
Dated: ____________, 1997
THIS CERTIFIES THAT X.X. Xxxxxx & Co., Inc. (herein sometimes called the
"Holder" or the "Underwriter") is entitled to purchase from SoloPoint, Inc., a
California corporation (the "Company"), at the price and during the period as
hereinafter specified, up to Three Hundred Thousand (300,000) shares of
Common Stock, no par value (the "Common Stock"), at a purchase price of $_______
per share, subject to adjustment as described below, at any time during the
four-year period commencing one (1) year from the effective date of the
Registration Statement (as defined below) ("Effective Date").
This Underwriter's Warrant (the "Underwriter's Warrant") is issued pursuant
to an Underwriting Agreement between the Company and X.X. Xxxxxx & Co., Inc. in
connection with a public offering, through the Underwriter, of 3,000,000 shares
of Common Stock as therein described (and up to 450,000 additional shares of
Common Stock covered by an over-allotment option granted by the Company to the
Underwriter), and in consideration of $5.00 received by the Company for the
Underwriter's Warrant. Except as specifically otherwise provided herein, the
Common Stock issued pursuant to the Underwriter's Warrant shall bear the same
terms and conditions as described under the caption "Description of Securities"
in the Registration Statement on Form SB-2, File No. 333-______ (the
"Registration Statement") except that the Holder shall have registration rights
under the Securities Act of 1933, as amended (the "Act"), for issuance pursuant
thereto, the Underwriter's Warrant and the Common Stock issuable pursuant
thereto, as more fully described in paragraph 6 herein.
1. The rights represented by the Underwriter's Warrant shall be exercised
at the price, subject to adjustment in accordance with Section 8 hereof (the
"Exercise Price"), and during the periods as follows:
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(a) During the period from the Effective Date to and through
_________, 1998 (the "First Anniversary Date"), inclusive, the
Holder shall have no right to purchase any Common Stock
hereunder, except that in the event of any merger, consolidation
or sale of substantially all the assets of the Company as an
entirety prior to the First Anniversary Date (other than (i) a
merger or consolidation in which the Company is the continuing
corporation and which does not result in any reclassification or
reorganization of an outstanding shares of Common Stock or (ii)
any sale/leaseback, mortgage or other financing transaction), the
Holder shall have the right to exercise the Underwriter's Warrant
concurrently with such event and into the kind and amount of
shares of stock and other securities and property (including
cash) receivable by a holder of the number of shares of Common
Stock into which the Underwriter's Warrant were exercisable
immediately prior thereto.
(b) Between _________, 1998 and ________, 2002, (five (5) years from
the Effective Date, i.e. the "Expiration Date") inclusive, the
Holder shall have the option to purchase Common Stock hereunder
at a price of $_______ per share (120% of public offering price
per share of Common Stock pursuant to the Registration
Statement).
(c) After the Expiration Date, the Holder shall have no right to
purchase any Common Stock hereunder.
2. (a) The rights represented by the Underwriter's Warrant may be
exercised at any time within the periods above specified, in whole or in part,
by (i) the surrender of the Underwriter's Warrant (with the purchase form at the
end hereof properly executed) at the principal executive office of the Company
(or such other office or agency of the Company as it may designate by notice in
writing to the Holder at the address of the Holder appearing on the books of the
Company); (ii) payment to the Company of the exercise price then in effect for
the number of shares of Common Stock specified in the above-mentioned purchase
form together with applicable stock transfer taxes, if any; and (iii) delivery
to the Company of a duly executed agreement signed by the person(s) designated
in the
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purchase form to the effect that such person(s) agree(s) to be bound by the
provisions of paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7
hereof. The Underwriter's Warrant shall be deemed to have been exercised, in
whole or in part to the extent specified, immediately prior to the close of
business on the date the Underwriter's Warrant is surrendered and payment is
made in accordance with the foregoing provisions of this paragraph 2, and the
person or persons in whose name or names the certificates for shares of Common
Stock shall be issuable upon such exercise shall become the holder or holders of
record of such Common Stock at that time and date. The Common Stock and the
certificates for the Common Stock so purchased shall be delivered to the Holder
within a reasonable time, not exceeding ten (10) business days, after the rights
represented by this Underwriter's Warrant shall have been so exercised.
(b) Notwithstanding anything to the contrary contained in paragraph
2(a), the Holder may elect to exercise this Underwriter's Warrant in whole or in
part by receiving shares of Common Stock equal to the value (as determined
below) of this Underwriter's Warrant, or any part hereof, upon surrender of the
Underwriter's Warrant at the principal office of the Company together with
notice of such election in which event the Company shall issue to the Holder a
number of shares of Common Stock computed using the following formula:
X = Y(A-B)
------
A
Where X = the number of shares of Common Stock to be issued to the
Holder;
Y = the number of shares of Common Stock to be exercised under
this Underwriter's Warrant (the "Shares");
A = the current fair market value of one share of Common Stock;
B = the Exercise Price of the Underwriter's Warrant;
As used herein, current fair market value of Common Stock
shall mean with respect to each share
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of Common Stock the average of the closing prices of the
Company's Common Stock sold on the principal national securities
exchanges on which the Common Stock is at the time admitted to
trading or listed, or, if there have been no sales of any such
exchange on such day, the average of the highest bid and lowest
ask price on such day as reported by Nasdaq, or any similar
organization if Nasdaq is no longer reporting such information,
either (i) on the date which the form of election is deemed to
have been sent to the Company (the "Notice Date") or (ii) over a
period of five (5) trading days preceding the Notice Date,
whichever of (i) or (ii) is greater. If on the date for which
current fair market value is to be determined the Common Stock is
not listed on any securities exchange or quoted in the Nasdaq
System or the over-the-counter market, the current fair market
value of Common Stock shall be the highest price per share which
the Company could then obtain from a willing buyer (not a current
employee or director) for shares of Common Stock sold by the
Company, from authorized but unissued shares, as determined in
good faith by the Board of Directors of the Company, unless prior
to such date the Company has become subject to a binding
agreement for a merger, acquisition or other consolidation
pursuant to which the Company is not the surviving party, in
which case the current fair market value of the Common Stock
shall be deemed to be the value to be received by the holders of
the Company's Common Stock for each share thereof pursuant to the
Company's acquisition.
3. The Underwriter's Warrant shall not be transferred, sold, assigned, or
hypothecated for a period of one year commencing on the Effective Date except
that it may be transferred to successors of the Holder, and may be assigned in
whole or in part to any person who is an officer of the Holder. This
Underwriter's Warrant must be executed immediately upon its transfer at any time
after one year from the Effective Date, and if not so executed, shall lapse.
Any such assignment shall be effected by the Holder by (i) executing the form of
assignment at the end hereof and (ii) surrendering the Underwriter's Warrant for
cancellation at the
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office or agency of the Company referred to in paragraph 2 hereof, accompanied
by a certificate (signed by an officer of the Holder if the Holder is a
corporation) stating that each transferee is a permitted transferee under this
paragraph 3; whereupon the Company shall issue, in the name or names specified
by the Holder (including the Holder), a new Underwriter's Warrant or Warrants of
like tenor and representing in the aggregate rights to purchase the same number
of shares of Common Stock as are purchasable hereunder at such time.
4. The Company covenants and agrees that all shares of Common Stock which
may be purchased hereunder will, upon issuance and delivery against payment
therefor of the requisite purchase price, be duly and validly issued, fully paid
and nonassessable. The Company further covenants and agrees that, during the
periods within which the Underwriter's Warrant may be exercised, the Company
will at all times have authorized and reserved a sufficient number of shares of
its Common Stock to provide for the exercise of the Underwriter's Warrant.
5. The Underwriter's Warrant shall not entitle the Holder to any voting
rights or other rights, including without limitation notice of meetings or other
actions or receipt of dividends, as a stockholder of the Company.
6. (a) The Company shall advise the Holder or its permitted transferee,
whether the Holder holds the Underwriter's Warrant or has exercised the
Underwriter's Warrant and holds shares of Common Stock relating thereto, by
written notice at least four weeks prior to the filing of any new registration
statement thereto under the Act, or the filing of a notification on Form 1-A
under the Act for a public offering of securities, covering any securities of
the Company, for its own account or for the account of others, except for any
registration statement filed on Form S-4 or S-8 (or other comparable form), and
will, during the five (5) year period from the Effective Date, upon the request
of the Holder, include in any such new registration statement (or notification
as the case may be) such information as may be required to permit a public
offering of, all or any of the shares of Common Stock underlying the
Underwriter's Warrant (the "Registrable Securities").
(b) At any time during the four (4) year period beginning one (1) year
after the Effective Date, a 50% Holder (as defined below) may request, on up to
an aggregate of two occasions,
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that the Company register under the Act any and all of the Registrable
Securities held by such 50% Holder. Upon the receipt of any such notice, the
Company will promptly, but no later than four weeks after receipt of such notice
(subject to the last sentence of this Section 6(b)), file a post-effective
amendment to the current Registration Statement or a new registration statement
pursuant to the Act, so that such designated Registrable Securities may be
publicly sold under the Act as promptly as practicable thereafter and the
Company will use reasonable efforts to cause such registration to become and
remain effective (including the taking of such reasonable steps as are necessary
to obtain the removal of any stop order) within 120 days (subject to the
provision of the last sentence of this Section 6 (b)) after the receipt of such
notice, provided, that such Holder shall furnish the Company with appropriate
information in connection therewith as the Company may reasonably request in
writing. The 50% Holder may, at its option, request the registration of any of
the Common Stock underlying the Underwriter's Warrant in a registration
statement made by the Company as contemplated by Section 6(a) or in connection
with a request made pursuant to this Section 6(b) prior to acquisition of the
shares of Common Stock issuable upon exercise of the Underwriter's Warrant. The
50% Holder may, at its option, request such post-effective amendment or new
registration statement during the described period with respect to the
Underwriter's Warrant or separately as to the Common Stock, and such
registration rights may be exercised by the 50% Holder prior to or subsequent to
the exercise of the Underwriter's Warrant. Within ten days after receiving any
such notice pursuant to this subsection (b) of paragraph 6, the Company shall
give notice to any other Holders of the Underwriter's Warrant, advising that the
Company is proceeding with such post-effective amendment or registration
statement and offering to include therein the securities underlying that part of
the Warrant held by the other Holders, provided that they shall furnish the
Company with such appropriate information (relating to the intentions of such
Holders) in connection therewith as the Company shall reasonably request in
writing. All costs and expenses of the first post-effective amendment or new
registration statement shall be borne by the Company, except that the Holder(s)
shall bear the fees of their own counsel and any other advisors retained by them
and any underwriting discounts or commissions applicable to any of the
securities sold by them. All costs and expenses of the second such post-
effective amendment or new registration statement shall be borne by the
Holder(s). The Company will use its best efforts to maintain such registration
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statement or post-effective amendment current under the Act for a period of at
least six months (and for up to an additional three (3) months if so requested
by the Holder(s)) from the effective date thereof. The Company shall supply
prospectuses, and such other documents as the Holder(s) may reasonably request
in order to facilitate the public sale or other disposition of the Registrable
Securities, use its best efforts to register and qualify any of the Registrable
Securities for sale in such states (i) as such Holder(s) designate and (ii) with
respect to which the Company obtained a qualification in connection with its
initial public offering and furnish indemnification in the manner provided in
paragraph 7 hereof. Notwithstanding the foregoing set forth in this paragraph
6(b), the Company shall not be required to include in any registration statement
any Registrable Securities which in the opinion of counsel to the Company (which
opinion is reasonably acceptable to counsel to the Underwriter) would be
saleable immediately without restriction under Rule 144 (or its successor) if
the Underwriter's Warrant was exercised pursuant to paragraph 2(b) herein.
Notwithstanding anything to the contrary, if the Company shall furnish
to the Holders requesting a registration or filing of a post-effective amendment
pursuant to this Section 6 a certificate signed by the President of the Company
stating that, in the good faith judgement of the board of Directors of the
Company, it would be materially detrimental to the Company and its stockholders
for such registration statement or post-effective amendment to be filed and it
is therefore in the best interests of the Company to defer such filing, the
Company shall have a right to defer such filing for a period not to exceed 30
after the date on which the Company would be required to so file such
registration statement or post-effective amendment, provided, however, that the
Company shall not be entitled to provide such notice to such Holder or Holders
more than once in any 12-month period.
(c) The term "50% Holder" as used in this paragraph 6 shall mean the
Holder(s) of at least 50% of the Underwriter's Warrant and/or the Common Stock
underlying the Underwriter's Warrant (considered in the aggregate).
7. (a) Whenever pursuant to paragraph 6 a registration statement
relating to any Common Stock issued upon exercise of (or issuable upon the
exercise of any Warrants purchasable under) the Underwriter's Warrant is filed
under the Act, amended or
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supplemented, the Company will indemnify and hold harmless each Holder of the
Common Stock covered by such registration statement, amendment or supplement
(such Holder being hereinafter called the "Distributing Holder"), and each
person, if any, who controls (within the meaning of the Act) the Distributing
Holder, and each underwriter (within the meaning of the Act) of such Common
Stock and each person, if any, who controls (within the meaning of the Act) any
such underwriter, against any losses, claims, damages or liabilities, joint or
several, to which the Distributing Holder, any such controlling person or any
such underwriter may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities, or actions in respect thereof, arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any such registration statement as declared effective
or any final prospectus constituting a part thereof 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 and will reimburse
the Distributing Holder or such controlling person or underwriter for any legal
or other expense reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided, however,
that the Company will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
said registration statement, said preliminary prospectus, said final prospectus
or said amendment or supplement in reliance upon and in conformity with written
information furnished by such Distributing Holder or any other Distributing
Holder for use in the preparation thereof and provided further, that the
indemnity agreement provided in this Section 7(a) with respect to any
preliminary prospectus shall not inure to the benefit of any Distributing
Holder, controlling person of such Distributing Holder, underwriter or
controlling person of such underwriter from whom the person asserting any
losses, claims, charges, liabilities or litigation based upon any untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state therein a material fact, received such preliminary prospectus,
if a copy of the prospectus in which such untrue statement or alleged untrue
statement or omission or alleged omission was corrected has not been sent or
given to such person within the time required by the Act and the Rules and
Regulations thereunder.
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(b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act) against
any losses, claims, damages or liabilities, joint or several, to which the
Company or any such director, officer or controlling person may become subject,
under the Act or otherwise, insofar as such losses, claims, damages or
liabilities, or 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, said preliminary prospectus, said final prospectus, or
said amendment or supplement, 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, in each case
to the extent, but only to the extent, that such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in said registration statement,
said preliminary prospectus, said final prospectus or said amendment or
supplement in reliance upon and in conformity with written information furnished
by such Distributing Holder for use in the preparation thereof; and will
reimburse the Company or any such director, officer or controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party, give the indemnifying party notice of the commencement thereof, but the
omission so to notify the indemnifying party will not relieve it from any
liability which it may have to any indemnified party otherwise than under this
paragraph 7.
(d) In case 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 reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to
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such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph 7 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. The Exercise Price in effect at the time and the number and kind of
securities purchasable upon the exercise of this Underwriter's Warrant shall be
subject to adjustment from time to time upon the happening of certain events as
follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares, (iii) combine or reclassify its outstanding shares
of Common Stock into a smaller number of shares, or (iv) enter into any
transaction whereby the outstanding shares of Common Stock of the Company are at
any time changed into or exchanged for a different number or kind of shares or
other security of the Company or of another corporation through reorganization,
merger, consolidation, liquidation or recapitalization, then appropriate
adjustments in the number of Shares (or other securities for which such Shares
have previously been exchanged or converted) subject to this Underwriter's
Warrant shall be made and the Exercise Price in effect at the time of the record
date for such dividend or distribution or of the effective date of such
subdivision, combination, reclassification, reorganization, merger,
consolidation, liquidation or recapitalization shall be proportionately adjusted
so that the Holder of this Underwriter's Warrant exercised after such date shall
be entitled to receive the aggregate number and kind of Shares which, if this
Underwriter's Warrant had been exercised by such Holder immediately prior to
such date, he would have been entitled to receive upon such dividend,
distribution, subdivision, combination, reclassification, reorganization,
merger, consolidation, liquidation or recapitalization. For example, if the
Company declares a 2 for 1 stock distribution and the Exercise Price hereof
immediately prior to such event was $3.15 per share and the number of Shares
purchasable upon exercise of this Underwriter's Warrant was 250,000 the adjusted
Exercise Price immediately after such event would be $1.575 per share and the
adjusted number of Shares purchasable upon exercise of this
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Underwriter's Warrant would be 500,000. Such adjustment shall be made
successively whenever any event listed above shall occur.
(b) In case the Company shall fix a record date for the issuance of
rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible into
Common Stock) at a price (the "Subscription Price") (or having a conversion
price per share) less than the Exercise Price on a per share basis (the "Per
Share Exercise Price") on such record date, the Exercise Price shall be adjusted
so that the same shall equal the price determined by multiplying the Per Share
Exercise Price in effect immediately prior to the date of issuance by a
fraction, the numerator of which shall be the sum of the number of shares
outstanding on the record date mentioned below and the number of additional
shares of Common Stock which the aggregate offering price of the total number of
shares of Common Stock so issued (or the aggregate conversion price of the
convertible securities so issued) would purchase at the Per Share Exercise Price
in effect immediately prior to the date of such issuance, and the denominator of
which shall be sum of the number of shares of Common Stock outstanding on the
record date mentioned below and the number of additional shares of Common Stock
so issued (or into which the convertible securities so offered are convertible).
Such adjustment shall be made successively whenever such rights or warrants are
issued and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights or warrants; and
to the extent that shares of Common Stock are not delivered (or securities
convertible into Common Stock are not delivered) after the expiration of such
rights or warrants the Exercise Price shall be readjusted to the Exercise Price
which would then be in effect had the adjustments made upon the issuance of such
rights or warrants been made upon the basis of deliver of only the number of
shares of Common Stock (or securities convertible into Common Stock) actually
delivered.
(c) In case the Company shall hereafter distribute to all holders of
its Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above, then in each such case the Exercise Price
in effect thereafter shall be determined by multiplying the Per Share Exercise
Price in effect immediately prior thereto by a fraction,
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the numerator of which shall be the total number of shares of Common Stock then
outstanding multiplied by the current market price per share of Common Stock (as
defined in Subsection (e) below), less the fair market value (as determined by
the Company's Board of Directors) of said assets, or evidences of indebtedness
so distributed or of such rights or warrants, and the denominator of which shall
be the total number of shares of Common Stock outstanding multiplied by such
current market price per share of Common Stock. Such adjustment shall be made
whenever any such distribution is made and shall become effective immediately
after the record date for the determination of shareholders entitled to receive
such distribution.
(d) Whenever the Exercise Price payable upon exercise of the
Underwriter's Warrant is adjusted pursuant to Subsections (a), (b) or (c) above,
the number of Shares purchasable upon exercise of this Underwriter's Warrant
shall simultaneously be adjusted by multiplying the number of Shares issuable
upon exercise of this Underwriter's Warrant by the Exercise Price in effect on
the date hereof and dividing the product so obtained by the Exercise Price, as
adjusted.
(e) For the purpose of any computation under Subsec tion (c) above,
the current market price per share of Common Stock at any date shall be deemed
to be the average of the daily closing prices of the Common Stock for 30
consecutive business days before such date. The closing price for each day
shall be the last sale price regular way or, in case no such reported sale takes
place on such day, the average of the last reported bid and asked prices regular
way, in either case on the principal national securities exchange on which the
Common Stock is admitted to trading or listed, or, if not listed or admitted to
trading on such exchange, the average of the highest reported bid and lowest
reported asked prices as reported by Nasdaq, or other similar organization if
Nasdaq is no longer reporting such information, or if not so available, the fair
market price as determined by the Board of Directors.
(f) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least five cents ($0.05)
in such price; provided, however, that any adjustments which may by reason of
this Subsection (f) are not required to be made shall be carried forward and
taken into account in any subsequent adjustment required to be
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made hereunder. All calculations under this Section 8 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.
Anything in this Section 8 to the contrary notwithstanding, the Company shall be
entitled, but shall not be required, to make such changes in the Exercise Price,
in addition to those required by this Section 8, as it shall determine, in its
sole discretion, to be advisable in order that any dividend or distribution in
shares of Common Stock, or any subdivision, reclassification or combination of
Common Stock, hereafter made by the Company shall not result in any Federal
income tax liability to the holders of the Common Stock or securities
convertible into Common Stock.
(g) Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Exercise Price
and adjusted number of Shares issuable upon exercise of the Underwriter's
Warrant to be mailed to the Holder, at its address set forth herein, and shall
cause a certified copy thereof to be mailed to the Company's transfer agent, if
any. The Company may retain a firm of independent certified public accountants
selected by the Board of Directors (who may be the regular accountants employed
by the Company) to make any computation required by this Section 8, and a
certificate signed by such firm shall be conclusive evidence of the correctness
of such adjustment.
(h) In the event that at any time, as a result of an adjustment made
pursuant to the provisions of this Section 8, the Holder of the Underwriter's
Warrant thereafter shall become entitled to receive any shares of the Company
other than Common Stock, thereafter the number of such other shares so
receivable upon exercise of the Underwriter's Warrant shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Common Stock contained in
Subsections (a) to (f), inclusive, above.
9. This Agreement shall be governed by and in accordance with the laws of
the State of New York without regard to conflict of laws provision.
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IN WITNESS WHEREOF, SOLOPOINT, INC. has caused this Underwriter's Warrant
to be signed by its duly authorized officers under its corporate seal, and this
Underwriter's Warrant to be dated _________, 1997.
SOLOPOINT, INC.
By: ____________________________
Name:
Title:
(Corporate Seal)
Attest:
______________________________
Name:
Title:
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PURCHASE FORM
-------------
(To be signed only upon exercise of Warrant)
The undersigned, the holder of the foregoing Underwriter's Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder, _______________ shares of no par value Common
Stock of SOLOPOINT, INC. and herewith makes payment of $_______ therefor, and
requests that the certificates for the shares of Common Stock be issued in the
name(s) of, and delivered to _________________, whose address(es) is (are):
Dated: _______________, 19__
By:________________________________
___________________________________
___________________________________
Address
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TRANSFER FORM
-------------
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ______________________________ the right to purchase shares of Common Stock
represented by the foregoing Underwriter's Warrant to the extent of __________
shares of no par value Common Stock, and appoints _________________________
attorney to transfer such rights on the books of ____________ _________________,
with full power of substitution in the premises.
Dated: _______________, 19__
By:________________________________
___________________________________
___________________________________
In the presence of:
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