WARRANT TO PURCHASE COMMON STOCK OF INFERX CORPORATION
Exhibit
99.2
THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER
THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED HEREUNDER AND UNDER THE ACT AND THE APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS
SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES
MAY
REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER
TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
ACT
AND ANY APPLICABLE STATE SECURITIES LAWS.
WARRANT
TO PURCHASE COMMON STOCK
OF
INFERX
CORPORATION
|
Warrant
No.___
|
Issued
on: July 25, 2008
|
|
Void
after: July 25,
2013
|
This
certifies that ______________________________ or registered assigns (the
“Warrant
Holder”
is
entitled, subject to the terms and conditions of this Warrant, to purchase
from
the
Company at
any
time during the Exercise Period (defined below) and prior to July 25, 2013
(the
“Expiration
Date”)
all,
or any portion, of the Warrant Stock (as defined below) as may be purchased
at a
price per share equal to the Exercise Price (as defined below), upon surrender
of this Warrant at the principal offices of the Company, together with a duly
executed exercise form in the form attached hereto as Exhibit
1
and
simultaneous payment of the full Exercise Price for the shares of Warrant Stock
so purchased in lawful money of the United States.
This
Warrant is one of a series of Warrants issued by the Company, pursuant to the
terms of a private placement offering of convertible notes (the “Convertible
Notes”)
pursuant to which the Company has offered to sell up to $250,000 in principal
amount of Convertible Notes, each Convertible Note to be issued with a Warrant
to purchase such number of shares of Common Stock at an initial exercise price
of $0.02 per share so as to provide the holders of such Convertible Notes with
that number of shares of Common Stock equal to the principal amount of the
Convertible Note.
The
Exercise Price and character of shares of Warrant Stock purchasable under this
Warrant are subject to adjustment as provided herein.
1. DEFINITIONS.
The
following definitions shall apply for purposes of this Warrant:
1.1 “Affiliate”
means
any Person that, directly or indirectly through one or more intermediaries,
controls or is controlled by or is under common control with a Person, as such
terms are used in and construed under Rule 144 under the Securities
Act.
1.2 “Common
Stock”
means
shares of the Company’s common stock, par value $0.0001 per share.
1.3 “Company”
means
InferX Corporation, a Delaware corporation, and includes any corporation or
other entity that shall succeed to or assume the obligations of the Company
under this Warrant.
1.4 “Exercise
Period”
means
that period that shall commence on the date hereof and end on the Expiration
Date.
1.5 “Exercise
Price”
means
$0.02 per share, subject to adjustment as provided herein.
1.6 “Obligations”
shall
have the same meaning as that term is defined in the Credit
Agreement.
1.7 “Person”
means
any individual or corporation, partnership, trust, incorporated or
unincorporated association, joint venture, limited liability company, joint
stock company, government (or an agency or subdivision thereof) or other entity
of any kind.
1.8 “Warrant”
means
this Warrant and any warrant(s) delivered in substitution or exchange therefor,
as provided herein.
1.9 “Warrant
Holder”
means
any person who shall at the time be the registered holder of this
Warrant.
1.10 “Warrant
Stock”
means
shares of the Common Stock issuable upon exercise of this Warrant. The number
and character of shares of Warrant Stock are subject to adjustment as provided
herein and the term “Warrant
Stock”
shall
include stock and other securities and property at any time receivable or
issuable upon exercise of this Warrant in accordance with its
terms.
2. EXERCISE.
2.1 Method
of Exercise.
Subject
to the terms and conditions of this Warrant, the Warrant Holder may exercise
this Warrant at any time or from time to time, in whole or in part, on any
business day before the Expiration Date, for that number of shares of Warrant
Stock set forth herein, by surrendering this Warrant at the principal offices
of
the Company, with the exercise form attached hereto duly executed by the Warrant
Holder, and payment of an amount equal to the product obtained by multiplying
(i) the number of shares of Warrant Stock to be purchased by the Warrant Holder
by (ii) the Exercise Price as determined in accordance with the terms
hereof.
2
2.2 Form
of Payment.
Payment
may be made by:
(a) a
check
payable to the Company’s order;
(b) wire
transfer of funds to the Company,
(c) any
combination of the foregoing; or
(d) at
the
written direction of the Warrant Holder, the Company will agree to retain as
consideration for the exercise of the Warrant that number of shares (rounded
upward to the next highest full share) so being purchased which have an
aggregate value equal to the product derived by multiplying (a) the number
of
shares so being purchased by (b) the exercise price so specified in the Warrant,
such shares to be valued for such purposes at the highest closing price of
the
Company’s Common Stock in the principal market in which shares trade on the
twenty trading days preceding the date on which such Exercise Notice (as defined
below) is delivered to the Company.
2.3 Partial
Exercise.
Upon a
partial exercise of this Warrant, this Warrant shall be surrendered by the
Warrant Holder and the Company shall, at the time of delivery of the certificate
or certificates of Common Stock, execute and deliver to the Warrant Holder,
without charge, a new Warrant of like tenor in which the number of shares of
Warrant Stock shall be reduced by the number of shares of Warrant Stock
purchased upon such exercise.
2.4 No
Fractional Shares.
No
fractional shares may be issued upon any exercise of this Warrant, and any
fractions shall be rounded down to the nearest whole number of shares. If upon
any exercise of this Warrant a fraction of a share results, the Company will
pay
the cash value of any such fractional share, calculated on the basis of the
Exercise Price.
2.5 Restrictions
on Exercise.
(a) This
Warrant may not be exercised if the issuance of the Warrant Stock upon such
exercise would constitute a violation of any applicable federal or state
securities laws or other laws or regulations. As a condition to the exercise
of
this Warrant, the Warrant Holder shall execute the form of exercise attached
hereto as Exhibit
1
(an
“Exercise
Notice”).
(b) Notwithstanding
anything to the contrary contained herein, the number of shares of Warrant
Stock
that may be acquired by any Warrant Holder upon any exercise of this Warrant
shall be limited to the extent necessary to insure that, following such
exercise, the total number of shares of Common Stock then beneficially owned
by
such Warrant Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Warrant Holder’s for
purposes of Section 13(d) of the Exchange Act, does not exceed 4.99% (the
“5%
Maximum Percentage”)
of the
total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise). Each
delivery of an Exercise Notice by a Warrant Holder will constitute a
representation by such Warrant Holder that it has evaluated the limitation
set
forth in this paragraph and determined that issuance of the full number of
shares of Warrant Stock requested in such Exercise Notice is permitted under
this paragraph. For such purposes, beneficial ownership shall be determined
in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. By written notice to the Company, any Warrant Holder
may
waive the provisions of this Section or increase or decrease the 5% Maximum
Percentage to any other percentage specified in such notice, but (i) any such
waiver or increase will not be effective until the 61st day after such notice
is
delivered to the Company, and (ii) any such waiver or increase or decrease
will
apply only to such Warrant Holder and not to any other Warrant Holder. For
the
avoidance of doubt, this Section 2.5(b) (x) shall initially apply to all Warrant
Holders unless subsequently waived by a Warrant Holder, including Warrant
Holders that beneficially own in excess of 4.99% of the outstanding shares
of
Common Stock; and (y) shall not be interpreted to require a shareholder to
convert, transfer or dispose of any shares of capital stock of the Company,
or
otherwise reduce its beneficial ownership of shares of Common Stock,
irrespective of whether the beneficial ownership of shares of Common Stock
by
such shareholder (together with its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Warrant
Holder’s for purposes of Section 13(d) of the Exchange Act) exceeds
4.99%.
3
(c) Notwithstanding
anything to the contrary contained herein, the number of shares of Warrant
Stock
that may be acquired by any Warrant Holder upon any exercise of this Warrant
shall be limited to the extent necessary to insure that, following such
exercise, the total number of shares of Common Stock then beneficially owned
by
such Warrant Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Warrant Holder’s for
purposes of Section 13(d) of the Exchange Act, does not exceed 9.99% (the
“10%
Maximum Percentage”)
of the
total number of issued and outstanding shares of Common Stock (including for
such purpose the shares of Common Stock issuable upon such exercise). Each
delivery of an Exercise Notice by a Warrant Holder will constitute a
representation by such Warrant Holder that it has evaluated the limitation
set
forth in this paragraph and determined that issuance of the full number of
shares of Warrant Stock requested in such Exercise Notice is permitted under
this paragraph. For such purposes, beneficial ownership shall be determined
in
accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. By written notice to the Company, any Warrant Holder
may
waive the provisions of this Section or increase or decrease the 10% Maximum
Percentage to any other percentage specified in such notice, but (i) any such
waiver or increase will not be effective until the 61st
day
after such notice is delivered to the Company, and (ii) any such waiver or
increase or decrease will apply only to such Warrant Holder and not to any
other
Warrant Holder. For the avoidance of doubt, this Section 2.5(c) (x) shall
initially apply to all Warrant Holders unless subsequently waived by a Warrant
Holder, including Warrant Holders that beneficially own in excess of 9.99%
of
the outstanding shares of Common Stock; and (y) shall not be interpreted to
require a shareholder to convert, transfer or dispose of any shares of capital
stock of the Company, or otherwise reduce its beneficial ownership of shares
of
Common Stock, irrespective of whether the beneficial ownership of shares of
Common Stock by such shareholder (together with its Affiliates and any other
Persons whose beneficial ownership of Common Stock would be aggregated with
the
Warrant Holder’s for purposes of Section 13(d) of the Exchange Act) exceeds
9.99%.
4
3. ISSUANCE
OF STOCK.
This
Warrant shall be deemed to have been exercised immediately prior to the close
of
business on the date of its surrender for exercise as provided above, and the
person entitled to receive the shares of Warrant Stock issuable upon such
exercise shall be treated for all purposes as the holder of record of such
shares as of the close of business on such date. As soon as practicable on
or
after such date and, in any event, within five business days thereafter, the
Company shall issue and deliver to the person or persons entitled to receive
the
same a certificate or certificates for the number of whole shares of Warrant
Stock issuable upon such exercise.
4. ADJUSTMENT
PROVISIONS.
The
number and character of shares of Warrant Stock issuable upon exercise of this
Warrant (or any shares of stock or other securities or property at the time
receivable or issuable upon exercise of this Warrant) and the Exercise Price
therefor, are subject to adjustment upon the occurrence of the following events
between the date this Warrant is issued and the date it is
exercised:
4.1 Adjustment
for Stock Splits and Stock Dividends.
The
Exercise Price of this Warrant and the number of shares of Warrant Stock
issuable upon exercise of this Warrant (or any shares of stock or other
securities at the time issuable upon exercise of this Warrant) shall each be
proportionally adjusted to reflect any stock dividend, stock split or reverse
stock split, or other similar event affecting the number of outstanding shares
of Common Stock (or such other stock or securities). Each adjustment under
this
Section 4.1 shall become effective on the close of business on the date such
dividend, stock split or reverse stock split, or other similar event becomes
effective.
4.2 Adjustment
for Reorganization, Consolidation, Merger.
In case
of any recapitalization or reorganization of the Company after the date of
this
Warrant, or in case, after such date, the Company shall consolidate with, merge
into, or enter into a share exchange with, another corporation or entity (the
“Successor
Entity”)
or
other similar event, then, and in each such case, the Warrant Holder shall
be
entitled to receive, at any time on or after the consummation of such
recapitalization, reorganization, consolidation, merger, share exchange or
other
similar event, shall be entitled to receive, at the option of the Warrant
Holder, either (a) warrants or other securities exercisable or convertible
into
common stock of the Successor Entity, or (b) in lieu of the securities
contemplated by clause (a) hereof, the cash, stock or other securities or
property to which the Warrant Holder would have been entitled upon the
consummation of such recapitalization, reorganization, consolidation, merger,
share exchange or other similar event, if the Warrant Holder had exercised
this
Warrant immediately prior thereto at the Exercise Price. The Company covenants
and agrees that any Successor Entity in such reorganization, consolidation,
merger, share exchange or other similar event (if other than the Company) shall
duly execute and deliver to the Warrant Holder a supplement hereto acknowledging
such corporation’s obligations under this Warrant; and in each such case, the
terms of this Warrant shall be applicable to the cash, shares of stock or other
securities or property receivable upon the exercise of this Warrant after the
consummation of such reorganization, consolidation, merger, share exchange
or
other similar event.
5
4.3 Adjustment
for Dilutive Issuances.
If the
Company, at any time after the date of this Warrant, shall issue any shares
of
Common Stock or securities of the Company convertible into shares of Common
Stock at a price per share of Common Stock less than the Exercise Price in
effect immediately prior to such issuance, in any case other than an Excluded
Issuance (as hereinafter defined) (a “Dilutive
Issuance”),
then,
and in each such case, the Exercise Price shall be reduced to the effective
per
share price of the Common Stock in connection with such additional issuance
of
securities.
The
following shall be deemed “Excluded
Issuances”
for
the
purpose of this Section 4.3:
(a) The
Company’s granting of stock options, and/or issuance of Common Stock upon
exercise thereof, to directors, officers, employees or consultants of the
Company pursuant to any benefit plan approved by the holders of a majority
of
the shares of Common Stock;
(b) The
issuance or sale of shares of Common Stock (i) issuable upon the exercise of
the
Class A–1 Warrants and the Class B Warrants or (ii) issuable upon the conversion
or exercise of any other securities of the Company issued and outstanding as
of
the date of this Warrant;
(c) The
issuance of shares of Common Stock or securities convertible into or
exchangeable or exercisable for shares of Common Stock (and the shares of Common
Stock issuable upon the conversion, exercise or exchange thereof) in connection
with any future acquisition, merger or other business combination, purchase
of
assets or of all or a portion of a business or other strategic relationship
entered, by the Company or any of its subsidiaries.
4.4 Calculations.
All
calculations under this Section 6 shall be made to the nearest cent or the
nearest 1/100th of a share, as applicable. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or
for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.
4.5 Notice
of Adjustments.
The
Company shall promptly give written notice of each adjustment or readjustment
of
the Exercise Price or the number of shares of Warrant Stock or other securities
issuable upon exercise of this Warrant. The notice shall describe the adjustment
or readjustment and show in reasonable detail the facts on which the adjustment
or readjustment is based.
4.6 No
Change Necessary.
The
form of this Warrant need not be changed because of any adjustment in the
Exercise Price or in the number of shares of Warrant Stock issuable upon its
exercise.
4.7 Reservation
of Stock.
If at
any time the number of authorized but unissued (or treasury shares) of Common
Stock or other securities issuable upon exercise of this Warrant shall not
be
sufficient to effect the exercise of this Warrant, the Company will take such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized but unissued shares of Warrant Stock or other securities issuable
upon exercise of this Warrant as shall be sufficient for such
purpose.
6
5. PIGGYBACK
REGISTRATION RIGHTS.
If the
Company decides to register any of its shares of Common Stock or securities
convertible into or exchangeable for Common Stock under the 1933 Act (a
“Registration”)
on a
form that is suitable for an offering of shares of Common Stock by the Company
or by third parties and that is not a registration solely to implement an
employee benefit plan on SEC Form S-8 (or successor form), a registration
statement on SEC Form S-4 (or successor form) or a transaction to which Rule
145
or any other similar rule of the SEC is applicable, the Company shall give
written notice to the Warrant Holder of its intention to effect such a
Registration. The Company shall use its commercial best efforts to include
all
of the Warrant Stock in such Registration.
6. NO
RIGHTS OR LIABILITIES AS SHAREHOLDER.
This
Warrant does not by itself entitle the Warrant Holder to any voting rights
or
other rights as a shareholder of the Company. In the absence of affirmative
action by the Warrant Holder to purchase Warrant Stock by exercise of this
Warrant, no provisions of this Warrant, and no enumeration herein of the rights
or privileges of the Warrant Holder, shall cause the Warrant Holder to be a
shareholder of the Company for any purpose.
7. NO
IMPAIRMENT.
The
Company will not, by amendment of its certificate of incorporation or bylaws,
or
through reorganization, consolidation, merger, dissolution, issue or sale of
securities, sale of assets or any other voluntary action, willfully avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such
terms
and in the taking of all such action as may be necessary or appropriate in
order
to protect the rights of the Warrant Holder against wrongful impairment. Without
limiting the generality of the foregoing, the Company will take all such action
as may be necessary or appropriate in order that the Company may duly and
validly issue fully paid and nonassessable shares of Warrant Stock upon the
exercise of this Warrant.
8. NOTICE
REQUIREMENT.
In case
(i) the Company shall take a record of the holders of its Common Stock (or
other
stock or securities at the time deliverable upon the exercise of this Warrant)
for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares
of
stock of any class or any other securities, or to receive any other rights;
or
(ii) of any capital reorganization of the Company, any reclassification of
the
capital stock of the Company, any consolidation or merger of the Company with
or
into another corporation (other than a consolidation or merger in which the
Company is the surviving entity), or any transfer of all or substantially all
of
the assets of the Company; or (iii) of the voluntary or involuntary dissolution,
liquidation or winding-up of the Company, then, in each case, the Company will
give notice thereof to the Warrant Holder specifying in such notice , as the
case may be, (x) the date on which a record is to be taken for the purpose
of
such dividend, distribution or right, or (y) the effective date on which such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up is to take place, and the time, if any is to be fixed,
as of which the holders of record of Common Stock (or such other stock or
securities at the time deliverable upon the exercise of this Warrant) shall
be
entitled to exchange their shares of Common Stock (or such other stock or
securities) for the security or other property deliverable upon such
reorganization, reclassification, consolidation, merger, transfer, dissolution,
liquidation or winding-up. Such notice shall be given by the Company at least
five (5) business days prior to the record date or effective date for the event
specified in such notice.
7
9. ATTORNEYS’
FEES; 144 OPINIONS.
In
the
event any party is required to engage the services of any attorneys for the
purpose of enforcing this Warrant, or any provision thereof, the prevailing
party shall be entitled to recover its reasonable expenses and costs in
enforcing this Warrant, including reasonable attorneys’ fees. Within five (5)
business days of the Warrant Holder’s request of a legal opinion that the resale
or transfer of the Warrant Stock is exempt from the registration requirements
of
the Act in accordance with Rule 144 promulgated thereunder, the Company agrees
to provide such opinion of counsel to the Warrant Holder, provided that the
requirements of Rule 144 have been met. The Company agrees to bear all costs
and
expenses associated with any such legal opinions and transfer agents’ fees with
respect to the valid resale or removal of restrictive legends of the shares
of
Warrant Stock.
10. TRANSFER.
This
Warrant nor any rights hereunder may be assigned, conveyed or transferred,
in
whole or in part in any transaction without, in each case, the Company’s prior
written consent, which the Company shall not unreasonably withhold.
Notwithstanding the foregoing, this Warrant may be assigned, conveyed or
transferred by the Warrant Holder without the prior written consent of the
Company to (a) any family member of the Warrant Holder; or (b) any person,
firm
or corporation that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with the Warrant Holder.
Any such transfer described hereunder shall not be permitted unless such
transfer is made in compliance with all federal and state securities laws and,
if requested by the Company, the transferor provides the Company with an opinion
of counsel that such transfer is in compliance with federal and state securities
laws. The rights and obligations of the Company and the Warrant Holder under
this Warrant shall be binding upon and benefit their respective permitted
successors, assigns, heirs, administrators and transferees.
11. GOVERNING
LAW.
This
Warrant shall be governed by and construed under the internal laws of the State
of Delaware without reference to principles of conflict of laws or choice of
laws.
12. HEADINGS.
The
headings and captions used in this Warrant are used only for convenience and
are
not to be considered in construing or interpreting this Warrant. All references
in this Warrant to sections and exhibits shall, unless otherwise provided,
refer
to sections hereof and exhibits attached hereto, all of which exhibits are
incorporated herein by this reference.
13. NOTICES.
Unless
otherwise provided, any notice required or permitted under this Agreement shall
be given in writing and shall be deemed effectively given (i) at the time of
personal delivery, if delivery is in person; (ii) one (1) business day delivery
by facsimile transmission or after deposit with an express overnight courier
for
United States deliveries, with proof of delivery from the courier requested
(provided that written or electronic confirmation of receipt is obtained),
or
two (2) business days after such deposit for deliveries outside of the United
States, with proof of delivery from the courier requested; or (iii) on the
day
of proof of receipt, if mailed by registered or certified mail (return receipt
requested) for United States deliveries when addressed to the party to be
notified at the address indicated for such party pursuant to the Agreement
or,
in the case of the Company, at 0000 Xxxxxxxxxxxxx Xxxxx, Xxxxx 000, XxXxxx,
XX
00000, or at such other address as any party or the Company may designate by
giving ten (10) days’ advance written notice to all other parties.
8
14. AMENDMENT;
WAIVER.
This
Warrant may be amended and provisions may be waived by the Warrant Holder and
the Company as may be mutually agreed upon in writing.
15. SEVERABILITY.
If one
or more provisions of this Warrant are held to be unenforceable under applicable
law, such provision(s) shall be excluded from this Warrant and the balance
of
the Warrant shall be interpreted as if such provision(s) were so excluded and
shall be enforceable in accordance with its terms.
16. TERMS
BINDING.
By
acceptance of this Warrant, the Warrant Holder accepts and agrees to be bound
by
all the terms and conditions of this Warrant.
17. MISCELLANEOUS. In
any
instance where the word “days” is used herein, unless otherwise indicated,
“days” shall mean calendar days, including Saturday, Sunday and
holidays.
[SIGNATURE
PAGE NEXT]
9
IN
WITNESS WHEREOF, the
parties hereto have executed this Warrant as of the date first above
written.
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INFERX
CORPORATION
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||||
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By:
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/s/
X.X. Xxxxx
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|||
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Name:
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X.X.
Xxxxx
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|||
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Title:
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Chairman
of the Board
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AGREED
AND ACKNOWLEDGED:
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||||
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THE
WARRANT HOLDER
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||||
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By:
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||||
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Name:
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||||
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Its:
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||||
10
EXHIBIT
1
FORM
OF EXERCISE
(To
be signed only upon exercise of Warrant)
To:
InferX Corporation
The
undersigned Holder hereby elects to purchase ____________ shares of Common
Stock
of InferX Corporation (the “Warrant
Stock”),
at a
purchase price of $____ per share for a total purchase price of
$________________, pursuant to the terms of the attached Warrant, and tenders
herewith payment of the purchase price for such shares in full.
Please
issue a certificate or certificates representing such shares of Warrant Stock
in
the name specified below:
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(Name)
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(Address)
|
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(City,
State, Zip Code)
|
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(Federal
Tax Identification Number)
|
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(Date)
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In
the
event that this exercise is for less than the total number of shares of Warrant
Stock available for exercise under this Warrant, please also issue a new Warrant
for the remaining number of shares of Warrant Stock.
|
Signature
of Warrant Holder
|
FORM
OF ASSIGNMENT
(ENTIRE)
[To
be signed only upon transfer of entire Warrant]
TO
BE EXECUTED BY THE REGISTERED HOLDER
TO
TRANSFER THE WITHIN WARRANT
FOR
VALUE RECEIVED
___________________________ hereby sells, assigns and transfers unto
_______________________________ all rights of the undersigned under and pursuant
to the within Warrant, and the undersigned does hereby irrevocably constitute
and appoint _____________________ Attorney to transfer the said Warrant on
the
books of InferX Corporation, with full power of substitution.
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[Type
Name of Holder]
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By:
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Title:
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Dated:
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NOTICE
The
signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant, without alteration or enlargement
or any change whatsoever.
FORM
OF ASSIGNMENT
(PARTIAL)
[To
be signed only upon partial transfer of Warrant]
TO
BE EXECUTED BY THE REGISTERED HOLDER
TO
TRANSFER THE WITHIN WARRANT
FOR
VALUE RECEIVED
___________________________ hereby sells, assigns and transfers unto
____________________________ (i) the rights of the undersigned to purchase
____________________ shares of Common Stock under and pursuant to the within
Warrant, and (ii) on a non-exclusive basis, all other rights of the
undersigned under and pursuant to the within Warrant, it being understood that
the undersigned shall retain, severally (and not jointly) with the transferee(s)
named herein, all rights assigned on such non-exclusive basis. The undersigned
does hereby irrevocably constitute and appoint __________________________
Attorney to transfer the said Warrant on the books of InferX Corporation, with
full power of substitution.
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[Type
Name of Holder]
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By:
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Title:
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Dated:
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NOTICE
The
signature to the foregoing Assignment must correspond exactly to the name as
written upon the face of the within Warrant, without alteration or enlargement
or any change whatsoever.
