EXHIBIT 10.17
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND NEITHER THIS WARRANT NOR SUCH SHARES MAY BE SOLD, ENCUMBERED OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER SUCH ACT AND PURSUANT TO AN EFFECTIVE REGISTRATION OR QUALIFICATION
UNDER APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM SUCH
REGISTRATION AND/OR QUALIFICATION, AND, IF AN EXEMPTION SHALL BE APPLICABLE,
THE HOLDER SHALL HAVE DELIVERED AN OPINION OF COUNSEL ACCEPTABLE TO THE
COMPANY THAT SUCH REGISTRATION AND/OR QUALIFICATION IS NOT REQUIRED.
Void after 5:00 pm. Eastern Standard Time on March 1, 2007.
WARRANT TO PURCHASE COMMON STOCK
OF
UNIFI COMMUNICATIONS, INC.
FOR VALUE RECEIVED, UNIFI COMMUNICATIONS, INC., (formerly "Fax
International, Inc.") a Delaware corporation, (the "Company") hereby grants to
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SingTel Global Services Pte Ltd., or its permitted assigns, the right to
purchase from the Company, at any time or from time to time commencing February
21, 1997, and prior to 5:00 P.M., Eastern Standard Time, on March 1, 2007, up to
a total of Two Million (2,000,000) (subject to adjustment as provided in Section
3 below) fully paid and nonassessable shares of the Commons Stock, par value
$.01 per share, of the Company for an aggregate purchase price of Three Million
Six Hundred Sixty Thousand Dollars ($3,660,000) (computed on the basis of $1.83
per share).
Hereinafter,
(i) said Common Stock, together with any other equity securities which
may be issued by the Company with respect thereto or in substitution
therefor, is referred to as the "Common Stock."
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(ii) the shares of the Common Stock purchasable hereunder are referred
to as the "Warrant Shares."
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(iii) the aggregate purchase price payable hereunder for the Warrant
Shares is referred to as the "Aggregate Warrant Price."
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(iv) the price payable hereunder for each of the Warrant Shares is
referred to as the "Per Share Warrant Price."
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(v) this Warrant, and all warrants hereafter issued in exchange or
substitution for this Warrant are referred to as the "Warrant" and
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(vi) the holder of this Warrant is referred to as the "Holder."
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1. EXERCISE OF WARRANT. This Warrant may be exercised, in whole at
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any time or in part from time to time, commencing February 21, 1997, and prior
to 5:00 P.M., Eastern Standard Time then current, on March 1, 2007, by the
Holder of this Warrant by the surrender of this Warrant (with the subscription
form at the end hereof duly executed) at the address set forth in
Subsection 8(a) hereof, together with proper payment of the Aggregate Warrant
Price, or the proportionate part thereof if this Warrant is exercised in part.
The number of Warrant Shares for which this Warrant may be exercised (the
"Exercise Rate") shall be subject to adjustment from time to time as set forth
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in Section 3 below. Payment for Warrant Shares shall be made by certified or
official bank check payable to the order of the Company, or by wire transfer.
If this Warrant is exercised in part, the Holder is entitled to receive a new
Warrant covering the number of Warrant Shares in respect of which this Warrant
has not been exercised and setting forth the proportionate part of the Aggregate
Warrant Price applicable to such Warrant Shares. Upon such surrender of this
Warrant, the Company will issue a certificate or certificates in the name of the
Holder for the number of shares of the Common Stock to which the Holder shall be
entitled.
No Warrant granted herein shall be exercisable after 5:00 p.m. Eastern
Standard Time on March 1, 2007.
2. RESERVATION OF WARRANT SHARES. The Company agrees that, prior to
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the expiration of this Warrant, the Company will at all times have authorized
and in reserve, and will keep available, solely for issuance and delivery upon
the exercise of this Warrant, the shares of the Common Stock as from time to
time shall be receivable upon the exercise of this Warrant.
3. ANTI-DILUTION PROVISIONS.
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(a) Adjustment for Change in Capital Stock. If, after the date
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hereof, the Company:
(i) pays a dividend or makes a distribution on its Common Stock
in shares of its Common Stock;
(ii) subdivides its outstanding shares of Common Stock into a
greater number of shares;
(iii) combines its outstanding shares of Common Stock into a
smaller number of shares;
(iv) pays a dividend or makes a distribution on its Common Stock
in shares of its Capital Stock (as defined below) (other than Common
Stock or rights, warrants, or options for its Common Stock to the
extent such issuance or distribution is covered by this Section 3); or
(v) issues by reclassification of its Common Stock any shares of
its Capital Stock (other than rights, warrants or options for its
Common Stock);
then the Exercise Rate in effect immediately prior to such action
shall be adjusted so that the Holder of this Warrant thereafter exercised may
receive the number of shares of Capital Stock of the Company which such Holder
would have owned immediately following such action if such Holder had exercised
this Warrant immediately prior to such action or immediately prior to the record
date applicable thereto, if any.
The adjustment shall become effective immediately after the record
date in the case of a dividend or distribution and immediately after the
effective date in the case of a subdivision,
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combination or reclassification. In the event that such dividend or
distribution is not so paid or made or such subdivision, combination or
reclassification is not effected, the Exercise Rate shall again be adjusted to
be the Exercise Rate which would then be in effect if such record date or
effective date had not been so fixed.
If after an adjustment the Holder of this Warrant upon exercise of
such Warrant may receive shares of two or more classes of Capital Stock of the
Company, the Exercise Rate shall thereafter be subject to adjustment upon the
occurrence of an action taken with respect to any such class of Capital Stock as
is contemplated by this Section 3 with respect to the Common Stock, on terms
comparable to those applicable to Common Stock in this Section 3.
(b) Adjustment for Rights Issue or Sale of Common Stock Below Current
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Market Value. If, at any time or from time to time, after the date hereof, the
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Company (i) distributes any rights, warrants or options to holders of Common
Stock entitling them to purchase shares of Common Stock (other than securities
of the Company pursuant to "poison pills to the extent such issuance or
distribution is covered by paragraph (h) below) at a price per share less than
the Current Market Value as of the Time of Determination (as defined paragraph
(p) of this Section 3) or (ii) sells any Common Stock or any securities
convertible into or exchangeable or exercisable for the Common Stock (other than
pursuant to (1) the exercise of the Warrant, (2) any options, warrants or rights
outstanding as of the date of this Agreement, (3) without limiting any options,
warrants or rights outstanding pursuant to the immediately preceding clause (2),
any directors' plans and employee stock option or purchase plans approved by the
Company's Board of Directors, (4) the issuance of Common Stock or options
warrants or rights to persons or entities providing financing to the Company or
any of its subsidiaries as a condition to the provision of such financing, (5)
any registered pubic offering, or (a) any security convertible into, or
exchangeable or exercisable for, the Common Stock as to which the issuance
thereof has previously been the subject of any required adjustment pursuant to
this Section 3) at a price per share less than the Current Market Value
immediately prior to an adjustment required pursuant to this Section 3, the
Exercise Rate shall be adjusted in accordance with the formula:
E' = E x___________(O + N)
(O + (N x P/M))
where:
E' = the adjusted Exercise Rate;
E = the current Exercise Rate;
O = the number of shares of Common Stock outstanding on the record date
for the distribution to which this paragraph (b) is being applied or on the date
of sale of Common Stock at a price per share less than (i) the Current Market
Value immediately prior to any adjustment to which this paragraph (b) applies,
as the case may be;
N = the number of additional shares of Common Stock issuable upon exercise
of all rights, warrants and options so distributed or the number of shares of
Common Stock so sold or the maximum stated number of shares of Common Stock
issuable upon the conversion, exchange, or exercise of any such convertible,
exchangeable or exercisable securities, as the case may be;
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P = the price per share of the additional shares of Common Stock upon the
exercise of any such rights, options or warrants so distributed or pursuant to
any such convertible, exchangeable or exercisable securities so sold or the sale
price of the shares so sold, as the case may be; and
M = the Current Market Value as of the Time of Determination or at the
time of sale, as the case may be, minus, with respect to a distribution of
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rights, warrants or options, in case (i) any other distribution has occurred to
which paragraph (a)(iv) applies or (ii) any other distribution has occurred to
which paragraph (c) applies, and with respect to which, in either case, (x) the
record date shall occur on or before the record date for the distribution to
which this paragraph (b) applies and (y) the Ex-Dividend Time shall occur on or
after the date of the Time of Determination for the distribution to which this
paragraph (b) applies, the fair market value (on the record date for the
distribution to which this paragraph (b) applies) of (1) the Capital Stock of
the Company distributed in respect of each share of Common Stock in such
paragraph (a)(iv) distribution and (2) the assets of the Company or debt
securities or any rights, warrants or options to purchase securities of the
Company distributed in respect of each share of Common Stock in such paragraph
(c) distribution.
The Board of Directors of the Company shall reasonably and in good
faith determine fair market values for the purposes of this paragraph (b), which
determination shall be conclusive absent manifest error.
The adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive the rights,
warrants or options to which this paragraph (b) applies or upon consummation of
the sale of Common Stock, as the case may be. To the extent that shares of
Common Stock are not delivered after the expiration of such rights or warrants,
the Exercise Rate shall be readjusted to the Exercise Rate which would otherwise
be in effect had the adjustment made upon the issuance of such rights or
warrants been made on the basis of delivery of only the number of shares of
Common Stock actually delivered. In the event that such rights or warrants are
not so issued, the Exercise Rate shall again be adjusted to be the Exercise Rate
which would then be in effect if such date fixed for determination of
stockholders entitled to receive such rights or warrants had not been so fixed.
No adjustment shall be made under this paragraph (b) if the
application of the formula stated above in this paragraph (b) would result in a
value of E' that is lower than the value of E.
(c) Adjustment for Other Distributions. If after the date hereof, the
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Company distributes to holders of its Common Stock any of its assets or debt
securities or any rights, warrants, or options to purchase Common Stock of the
Company, including securities or cash, but excluding (i) distributions that
would be permitted by the debt agreements (including indentures) and (ii)
distributions of Capital Stock referred to in paragraph (a) and distributions of
rights, warrants or options referred to in paragraph (b), the Exercise Rate
shall be adjusted in accordance with the formula:
E' E x M
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M-F
where:
E' the adjusted Exercise Rate;
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E = the current Exercise Rate;
M = the Current Market Value, minus, in case any other distribution has
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occurred to which paragraph (a)(iv) applies, with respect to which (i) the
record date shall occur on or before the record date for the distribution to
which paragraph (c) applies and (ii) the Ex-Dividend Time shall occur on or
after the date of the Time of Determination for the distribution to which this
paragraph (c) applies, the fair market value (on the record date for the
distribution to which this paragraph (c) applies) of any Capital Stock of the
Company distributed in respect of each share of Common Stock in such paragraph
(a)(iv) distribution; and
F = the fair market value (on the record date for the distribution to
which this paragraph (c) applies) of the assets, securities, rights, warrants or
options to be distributed in respect of each share of Common Stock in the
distribution to which this paragraph (c) is being applied (including, in the
case of cash dividends or other cash distributions giving rise to an adjustment,
all such cash distributed concurrently).
The Board of Directors of the Company shall reasonably and in good
faith determine by a board resolution, the fair market value of all property
(other than cash) distributed for the purposes of this paragraph (c).
The adjustment shall become effective immediately after the record
date for the determination of stockholders entitled to receive the distributions
to which this paragraph (c) applies. in the event that such distribution is not
so made, the Exercise Rate shall again be adjusted to be the Exercise Rate which
would then be in effect if such record date had not been so fixed.
In the event that, with respect to any distribution to which this
paragraph (c) would otherwise apply, "F" is equal to or greater than "M", then
the adjustment provided by this paragraph (c) shall not be made and in lieu
thereof the provisions of paragraph (h) shall apply to such distribution.
(d) When Adjustment May Be Deferred. No adjustment in the Exercise
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Rate need be made unless the adjustment would require a change of at least 1.0%
in the Exercise Rate. Any adjustments that are not made shall be carried
forward and taken into account in any subsequent adjustment. However, with
respect to a dividend of the Company's Capital Stock (or rights to acquire such
Capital Stock) adjustments can be deferred only until, and must be made by, the
earlier of (i) three years from the date of such stock dividend and (ii) the
date as of which the aggregate stock dividends for which adjustments have not
been made total at least 1.0% of the then issued and outstanding Common Stock
with respect to which such stock dividends were distributed.
All calculations under this Section 3 shall be made to the nearest
1/1,000th of a share.
(e) When No Adjustment Required. No adjustment need be made for
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rights to purchase Common Stock pursuant to a Company plan for reinvestment of
dividends or interest.
No adjustment need be made for a change in the par value or no par
value of the Common Stock.
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(f) Notice of Adjustment. Whenever the Exercise Rate is adjusted, the
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Company shall promptly mail to the Holder of this Warrant at the address
appearing in Section 8(b) below a notice of the adjustment.
(g) Notice of Certain Transactions. If:
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(i) the Company takes any action that would require an adjustment in
the Exercise Rate pursuant to paragraphs (a), (b) or (c) (unless no
adjustment is to occur pursuant to paragraph (e)); or
(ii) the Company takes any action that would require a supplemental
warrant agreement pursuant to paragraph (h); or
(iii) there is a liquidation or dissolution of the Company;
then the Company shall mail to the Holder of this Warrant at the address
appearing in Section 8(b) hereof a notice stating the proposed record date for a
dividend or distribution or the proposed effective date of a subdivision,
combination, reclassification, consolidation, sale, merger, binding share
exchange, transfer, liquidation or dissolution, as the case may be. The Company
shall file and give the notice at least 15 days before such date. Failure to
file or give the notice or any defect in it shall not affect the validity of the
transportation.
(h) Reorganization of Company; Special Distributions. If the Company,
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in a single transaction or through a series of related transactions,
consolidates with or merges with or into any other person or transfers (by
lease, assignment, sale or otherwise) all or substantially all of its properties
and assets to another person or group of affiliated persons (other than a sale
of all or substantially all of the assets of the Company in a transaction in
which the holders of Common Stock immediately prior to such transaction do not
receive securities, cash, or other assets of the Company or any other person) or
is a party to a merger or binding share exchange which reclassifies or changes
its outstanding Common Stock, the Company covenants that prior to entering into
such transaction, the person obligated to deliver securities, cash or other
assets upon exercise of this Warrant will enter into a supplemental warrant
agreement. If the issuer of securities deliverable upon exercise of this
Warrant is an affiliate of the successor Company, that issuer shall join in the
supplemental warrant agreement.
The supplemental warrant agreement shall provide that the Holder of
this Warrant may exercise it for the kind and amount of securities, cash or
other assets which such Holder would have received immediately after the
consolidation, merger, binding share exchange or transfer if such Holder had
exercised this Warrant immediately before the effective date of the transaction,
assuming (to the extent applicable) that such Holder (i) was not a constituent
person or an affiliate of a constituent person to such transaction; and (ii)
made no election with respect thereto. The supplemental warrant agreement shall
provide for adjustments which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 3. The successor
Company shall mail to the Holder of this Warrant at the address appearing in
Section 8(b) below a notice briefly describing the supplemental warrant
agreement.
If the Company makes a distribution to all holders of its Common Stock
of any of its assets, or debt securities or any rights, warrants or options to
purchase securities of the Company that, but for the provisions of the last
paragraph of paragraph (c), would result in an adjustment in the
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Exercise Rate pursuant to the provisions of paragraph (c), then, from, and after
the record date for determining the holders of Common Stock entitled to receive
the distribution, the Holder of this Warrant that exercises such Warrant in
accordance with its terms will upon such exercise be entitled to receive, in
addition to the Warrant Shares into which this Warrant is exercisable, the kind
and amount of securities, cash or other assets comprising the distribution that
such Holder would have received if such Holder had exercised this Warrant
immediately prior to the record date for determining the holders of Common Stock
entitled to receive the distribution (whether or not this Warrant was then
exercisable hereunder).
If this paragraph (h) applies, neither paragraph (a), (b), (c) nor (d)
shall apply.
(i) Adjustment for Tax Purposes. The Company may make such increases
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in the Exercise Rate, in addition to those otherwise required by this Section,
as it considers to be advisable in order that any event treated for Federal
income tax purposes as a dividend of stock or stock rights shall not be taxable
to the recipients.
(j) Specificity of Adjustment. Irrespective of any adjustments in the
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number or kind of shares purchasable upon the exercise of this Warrant, Warrant
Certificates theretofore or thereafter issued may continue to express the same
number and kind of Warrant Shares as are stated on this Warrant Certificate.
(k) Adjustments to Par Value. Subject to receiving shareholder
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approval, the Company shall make such adjustments to the par value of the Common
Stock in order that, upon exercise of this Warrant, the Warrant Shares will be
fully paid and non-assessable.
(l) Voluntary Adjustment. The Company from time to time may increase
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the Exercise Rate by any number and for any period of time (provided that such
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period is not less than 20 Business Days). Whenever the Exercise Rate is so
increased, the Company shall mail to the Holder at the address appearing in
Section 8(b) a notice of the increase. The Company shall give the notice at
least 15 days before the date the increased Exercise Rate takes effect. The
notice shall state the increased Exercise Rate and the period it will be in
effect. A voluntary increase in the Exercise Rate does not change or adjust the
Exercise Rate otherwise in effect as determined by this Section 3.
(m) No other Adjustment For Dividends. Except as provided in this
---------------------------------
Section 3, no payment or adjustment will be made for dividends on any Common
Stock.
(n) Priority of Adjustments. If this Section 3 requires adjustments
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to the Exercise Rate under more than one of paragraphs (a)(iv), (b) or (c), and
the record dates for the distributions giving rise to such adjustments shall
occur on the same date, then such adjustments shall be made by applying, first,
the provisions of paragraph (a), second, the provisions of paragraph (c) and,
third, the provisions of paragraph (b).
(o) Multiple Adjustments. After an adjustment to the Exercise Rate
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under this Section 3, any subsequent event requiring an adjustment under this
Section shall cause an adjustment to the Exercise Rate as so adjusted.
(p) Definitions. "Capital Stock" means, with respect to any
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corporation, any and all shares, interests, rights to purchase, warrants,
options, participations or other equivalents of or interests (however
designated) in stock issued by that corporation.
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"Current Market Value" per share of Common Stock or of any other
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securities at any date shall be (1) if the security is not registered under the
Exchange Act, (i) the value of the security determined in good faith by the
Company's Board of Directors, based on the most recently completed arm's-length
transaction between the Company and a person other than an affiliate of the
Company, or (2) if the security is registered under the Exchange Act, the
average of the daily closing bid prices for each Business Day during the period
commencing 15 Business Days before such date and ending on the date one day
prior to such date or, if the security has been registered under the Exchange
Act for less than 15 consecutive Business Days before such date, then the
average of the daily closing bid prices for all of the Business Days before
such, date for which daily Closing bid prices are available. If the market price
is not determinable for at least 10 Business Days in such period, the Current
Market Value of the security shall be determined as if the security was not
registered under the Exchange Act.
"Time of Determination" means the time and date of the earlier of (i)
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the determination of stockholders entitled to receive rights, warrants, or
options or a distribution, in each case, to which paragraphs (b) and (c) apply
and (ii) the time ("Ex-Dividend Time") immediately prior to the commencement of
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"ex-dividend" trading for such rights, warrants or distribution on such national
or regional exchange or market on which the Common Stock is then listed or
quoted.
(q) Notice. If the Board of Directors of the Company shall declare
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any dividend or other distribution in cash with respect to the Common Stock,
other than out of earned surplus,the Company shall mail notice thereof to the
Holder not less than 15 days prior to the record date fixed for determining
shareholders entitled to participate in such dividend or other distribution.
4. FULLY PAID STOCK; TAXES. The Company agrees that the shares of
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the Common Stock represented by each and every certificate for Warrant Shares
delivered on the exercise of this Warrant shall, at the time of such delivery,
be validly issued and outstanding, fully paid and non-assessable, and not
subject to preemptive rights, and the Company will take all such actions as may
be necessary to assure that the par value or stated value, if any, per share of
the Common Stock is at all times equal to or less than the then Per Share
Warrant Price. The Company further covenants and agrees that it will pay, when
due and payable, any and all Federal and state stamp, original issue or similar
taxes that may be payable in respect of the issue of any Warrant Share or
certificate therefor.
5. TRANSFER.
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(a) Securities Laws. Neither this Warrant nor the Warrant Shares
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issuable upon the exercise hereof have been registered under the Securities Act
of 1933, as amended (the "Securities Act"), or under any state securities laws
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and unless so registered may not be transferred, sold, pledged, hypothecated or
otherwise disposed of unless an exemption from such registration is available.
In the event the Holder desires to transfer this Warrant or any of the Warrant
Shares issued, the Holder must give the Company prior written notice of such
proposed transfer including the name and address of the proposed transferee.
Such transfer may be made only either (i) upon issuance by the Securities and
Exchange Commission (the "Commission") of a ruling, interpretation, opinion or
"no action letter" based upon facts presented to said commission, or (ii) upon
receipt by the Company of an opinion of counsel to the Holder, reasonably
acceptable to the Company both as to such counsel and as to such opinion, in
either case to the effect that the proposed transfer will not violate the
provisions of the Securities Act, or the rules and regulations promulgated under
such act, or in the case of clause (ii) above, to the effect that the Warrant or
Warrant Shares to be sold or
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transferred has been registered under the Securities Act and that there is in
effect a current prospectus meeting the requirements of Subsection 10(a) of the
Securities Act that is being or will be delivered to the purchaser or transferee
at or prior to the time of delivery of the certificates evidencing the Warrant
or Warrant Stock to be sold or transferred.
(b) Lock-Up Agreements with Underwriters. In the event of a public
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offering of the Company's securities, the Holder agrees to enter into an
agreement with the underwriter or underwriter's representative for such offering
restricting the sale, transfer or other disposition of this Warrant or the
Warrant Shares to the extent that such agreement is required to be executed by
the underwriter or the underwriter's representative.
(c) Conditions to Transfer. Prior to any such proposed transfer, and
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as a condition thereto, if such transfer is not made pursuant to an effective
registration statement under the Securities Act, the Holder will, if requested
by the Company, deliver to the Company (i) an agreement by the proposed
transferee to the impression of the restrictive investment legend set forth
herein on the certificate or certificates representing the securities acquired
by such transferee, (ii) an agreement by such transferee that the Company may
place a "stop transfer order" with its transfer agent or registrar, and (iii) an
agreement by the transferee to indemnify the Company to the same extent as set
forth in the next succeeding paragraph.
(d) Indemnity. The Holder acknowledges that the Holder understands
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the meaning and legal consequences of this Section 5, and the Holder hereby
agrees to indemnify and hold harmless the Company, its representatives and each
officer and director thereof from and against any and all loss, damage or
liability (including all attorneys' fees and costs incurred in enforcing this
indemnity provision) due to or arising out of (a) the inaccuracy of any
representation or the breach of any warranty of the Holder contained in, or any
other breach of, this Warrant, (b) any transfer of any of the Warrant or the
Warrant Shares in violation of the Securities Act or the rules and regulations
promulgated under such act, (c) any transfer of the Warrant or any of the
Warrant Shares not in accordance with this Warrant or (d) any untrue statement
or omission to state any material fact in connection with the investment
representations or with respect to the facts and representations supplied by the
Holder to counsel upon which its opinion as to a proposed transfer shall have
been based.
(e) Transfer. Except as restricted hereby, this Warrant and the
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Warrant Shares issued may be transferred by the Holder in whole or in part at
any time or from time to time. Upon surrender of this Warrant to the Company or
at the office of its stock transfer agent, if any, with assignment documentation
duly executed and funds sufficient to pay any transfer tax, and upon compliance
with the foregoing provisions, the Company shall, without charge, execute and
deliver a new Warrant in the name of the assignee named in such instrument of
assignment, and this Warrant shall promptly be canceled. Any assignment,
transfer, pledge, hypothecation or other disposition of this Warrant attempted
contrary to the provisions of this Warrant, or any levy of execution, attachment
or other process attempted upon the Warrant, shall be null and void and without
effect.
(f) Legend and Stop Transfer Orders. Unless the Warrant Shares have
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been registered under the Securities Act, upon exercise of any part of the
Warrant and the issuance of any of the shares of Warrant Shares, the Company
shall instruct its transfer agent to enter stop transfer orders with respect to
such shares, and all certificates representing Warrant Shares shall bear on the
face thereof substantially the following legend, insofar as is consistent with
Delaware law:
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"The shares of common stock represented by this certificate have not
been registered under the Securities Act of 1933, as amended, and may
not be sold, offered for sale, assigned, transferred or otherwise
disposed of unless registered pursuant to the provisions of that Act
or an opinion of counsel to the Company is obtained stating that such
disposition is in compliance with an available exemption from such
registration."
6. LOSS, ETC. OF WARRANT. Upon receipt of evidence satisfactory to
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the Company of the loss, theft, destruction or mutilation of this Warrant, and
of indemnity reasonably satisfactory to the Company, if lost, stolen or
destroyed, and upon surrender and cancellation of this Warrant, if mutilated,
the Company shall execute and deliver to the Holder a new Warrant of like date,
tenor and denomination.
7. WARRANT HOLDER NOT A SHAREHOLDER. Except as otherwise
--------------------------------
specifically provided herein, this Warrant does not confer upon the Holder any
right to vote or to consent to or receive notice as a shareholder of the
Company, as such, in respect of any matters whatsoever, or any other rights or
liabilities as a shareholder, prior to the exercise hereof.
8. COMMUNICATIONS. No notice or other communication under this
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Warrant shall be effective unless the same is in writing and is delivered
personally, mailed by first-class mail, postage prepaid, postage paid, or mailed
by nationally recognized overnight courier (e.g., Federal Express), addressed
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to:
(a) the Company at 000 Xxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxx, XX 00000,
attn: Corporate Counsel, or such other address as the Company has designated in
writing to the Holder, or
(b) the Holder at 00 Xxxxxx Xxxx, #00-00 Xxxxxxxxx, Xxxxxxxxx 000000,
or such other address as the Holder has designated in writing to the Company.
Any such notice shall be effective upon receipt.
9. HEADINGS. The headings of this Warrant have been inserted as a
matter of convenience and shall not affect the construction hereof.
10. APPLICABLE LAW. This Warrant shall be governed by and construed
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in accordance with the internal substantive laws of the State of Delaware.
IN WITNESS WHEREOF, UNIFI COMMUNICATIONS, INC., has caused this
Warrant to be signed by its duly authorized representative and its corporate
seal to be hereunto affixed as of the date first set forth above.
Attest: UNIFI communications, inc.
_____________________________ By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
Vice President of Finance
[Corporate Seal]
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SUBSCRIPTION
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The undersigned, _________________________, pursuant to the provisions of the
foregoing Warrant, hereby agrees to subscribe for the purchase of ____shares of
the Common Stock of UNIFI communications, inc., covered by said Warrant, and
makes payment therefor in full at the price per share provided by said Warrant.
Dated: ____________________ Signature: __________________________
Address: __________________________
__________________________
ASSIGNMENT
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FOR VALUE RECEIVED ___________________ hereby sells, assigns and
transfers unto _____________________ the foregoing Warrant and all rights
evidenced thereby, and does irrevocably constitute and appoint attorney to
transfer said Warrant on the books of UNIFI communications, inc.
Dated: ____________________ Signature: __________________________
Address: __________________________
__________________________
PARTIAL ASSIGNMENT
------------------
FOR VALUE RECEIVED ________________ hereby assigns and transfers unto
_____________ the right to purchase _____ shares of the Common Stock of UNIFI
COMMUNICATIONS, INC. by the foregoing Warrant, and a proportionate part of said
Warrant and the rights evidenced hereby, and does irrevocably constitute and
appoint attorney to transfer that part of said Warrant on the books of UNIFI
communications, inc.
Dated: ____________________ Signature: __________________________
Address: __________________________
__________________________
