Warrant No. W-_________________________
THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE TRANSFERRED UNLESS REGISTERED
UNDER THE ACT, EXCEPT IN A TRANSACTION WHICH, IN THE OPINION OF COUNSEL
REASONABLY SATISFACTORY TO THE HOLDER HEREOF QUALIFIES AS AN EXEMPT TRANSACTION
UNDER THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
STOCK PURCHASE WARRANT
TO PURCHASE SHARES OF
COMMON STOCK OF
INTRANET SOLUTIONS, INC.
THIS CERTIFIES THAT, for good and valuable consideration,
________________ ________ or its registered assignees, is entitled to
subscribe for and purchase from IntraNet Solutions, Inc., a Minnesota
corporation (the "Company"), at any time during the five-year period
commencing on the date hereof _________ shares of the Common Stock of the
Company at $5.18 per share (the "Warrant Exercise Price"), subject to the
antidilution provisions set forth in Section 7 hereof. The shares which may
be acquired upon exercise of this Warrant are referred to herein as the
"Warrant Shares." As used herein, the term "Holder" means the initial
holder, any party who acquires all or a part of this Warrant as a registered
transferee of the initial holder in accordance with the terms of this
Warrant, or any record holder or holders of the Warrant Shares issued upon
exercise, whether in whole or in part, of the Warrant; the term "Common
Stock" means and includes the Company's presently authorized common stock,
$.01 par value per share, and shall also include any capital stock of any
class of the Company hereafter authorized which shall not be limited to a
fixed sum or percentage in respect of the rights of the holders thereof to
participate in dividends or in the distribution of assets upon the voluntary
or involuntary liquidation, dissolution, or winding up of the Company; and
the term "Convertible Securities" means any stock or other securities
convertible into, or exchangeable for, Common Stock. All capitalized terms
not otherwise defined herein shall have the meaning ascribed to such terms in
that certain Subscription Agreement, dated ______________, 1997, by and
between the initial holder and the Company (the "Subscription Agreement") or
that certain Certificate of Designation of Series A Convertible Preferred
Stock, as the case may be, unless the context otherwise requires.
This Warrant is subject to the following provisions, terms and conditions:
1. NONDETACHABLE. This Warrant was issued pursuant to the terms and
conditions of the Subscription Agreement and is nondetachable from the shares of
Series A Convertible Preferred Stock purchased in connection therewith (the
"Preferred Stock") except and only to the extent that: (i) shares of Preferred
Stock have been converted into shares of the Company's Common Stock, or (ii)
this Warrant has been exercised.
2. NUMBER OF SHARES PURCHASABLE. The Holder of this Warrant is entitled
to purchase up to _________ shares of the Company's Common Stock (the "Base
Shares").
3. EXERCISE; TRANSFERABILITY.
(a) The rights represented by this Warrant may be exercised by the
Holder hereof, in whole or in part (but not as to a fractional share of Common
Stock), prior to the expiration of this Warrant by written notice of exercise
(in the form attached hereto) delivered to the Company at the principal office
of the Company and accompanied or preceded by the surrender of this Warrant
along with cash, a certified check or bank draft in payment of the Warrant
Exercise Price for such shares. The Holder shall then complete and comply with
a subscription agreement in a form requested by the Company.
(b) This Warrant may not be sold, transferred, assigned, hypothecated
or divided into two or more Warrants of smaller denominations, nor may any
Warrant Shares issued pursuant to exercise of this Warrant be transferred,
except as provided in Sections 1 and 9 hereof.
4. EXCHANGE AND REPLACEMENT. Subject to Sections 1 and 9 hereof, this
Warrant is exchangeable upon the surrender hereof by the Holder to the Company
at its office for new Warrants of like tenor and date representing in the
aggregate the right to purchase the number of Warrant Shares purchasable
hereunder, each of such new Warrants to represent the right to purchase such
number of Warrant Shares (not to exceed the aggregate total number purchasable
hereunder) as shall be designated by the Holder at the time of such surrender.
Upon receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, and, in case of loss,
theft or destruction, of indemnity or security reasonably satisfactory to it,
and upon surrender and cancellation of this Warrant, if mutilated, the Company
will make and deliver a new Warrant of like tenor, in lieu of this Warrant;
provided, however, that if the initial holder shall be such Holder, an agreement
of indemnity by such Holder shall be sufficient for all purposes of this
Section 4. This Warrant shall be promptly canceled by the Company upon the
surrender hereof in connection with any exchange or replacement. The Company
shall pay all expenses, taxes (other than stock transfer or income taxes), and
other charges payable in connection with the preparation, execution, and
delivery of Warrants pursuant to this Section 4.
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5. ISSUANCE OF THE WARRANT SHARES.
(a) The Company agrees that the shares of Common Stock purchased
hereby shall be and are deemed to be issued to the Holder as of the close of
business on the date on which this Warrant shall have been surrendered, the
payment made for such Warrant Shares as aforesaid and the subscription agreement
is returned to the Company. Subject to the provisions of the next section,
certificates for the Warrant Shares so purchased shall be delivered to the
Holder within a reasonable time, not exceeding fifteen (15) days after the
rights represented by this Warrant shall have been so exercised, and, unless
this Warrant has expired, a new Warrant representing the right to purchase the
number of Warrant Shares, if any, with respect to which this Warrant shall not
then have been exercised shall also be delivered to the Holder within such time.
(b) Notwithstanding the foregoing, however, the Company shall not be
required to deliver any certificate for Warrant Shares upon exercise of this
Warrant except in accordance with exemptions from the applicable securities
registration requirements or registrations under applicable securities laws.
Nothing herein, however, shall obligate the Company to effect registrations
under federal or state securities laws, except as provided in that certain
Registration Rights Agreement, of even date herewith, by and between the initial
holder and the Company. If registrations are not in effect and if exemptions
are not available when the Holder seeks to exercise the Warrant, the Warrant
exercise period will be extended, if need be, to prevent the Warrant from
expiring, until such time as either registrations become effective or exemptions
are available, and the Warrant shall then remain exercisable for a period of at
least 30 calendar days from the date the Company delivers to the Holder written
notice of the availability of such registrations or exemptions. The Holder
agrees to execute such documents and make such representations, warranties, and
agreements as may be required solely to comply with the exemptions relied upon
by the Company, or the registrations made, for the issuance of the Warrant
Shares.
6. COVENANTS OF THE COMPANY. The Company covenants and agrees that all
Warrant Shares will, upon issuance, be duly authorized and issued, fully paid,
nonassessable, and free from all taxes (except stock transfer and income taxes),
liens, and charges with respect to the issue thereof. The Company further
covenants and agrees that during the period within which the rights represented
by this Warrant may be exercised, the Company will at all times have authorized
and reserved for the purpose of issue or transfer upon exercise of the
subscription rights evidenced by this Warrant a sufficient number of shares of
Common Stock to provide for the exercise of the rights represented by this
Warrant.
7. ANTIDILUTION ADJUSTMENT. The provisions of this Warrant are subject
to adjustment as provided in this Section 7.
(a) The Warrant Exercise Price shall be adjusted from time to time
such that in case the Company shall hereafter:
(i) subdivide its then outstanding shares of Common Stock into a
greater number of shares; or
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(ii) combine outstanding shares of Common Stock, by reclassification
or otherwise;
then, in any such event, the Warrant Exercise Price in effect immediately prior
to such event shall (until adjusted again pursuant hereto) be adjusted
immediately after such event to a price (calculated to the nearest full cent)
determined by dividing (a) the number of shares of Common Stock outstanding
immediately prior to such event, multiplied by the then existing Warrant
Exercise Price, by (b) the total number of shares of Common Stock outstanding
immediately after such event (including the maximum number of shares of Common
Stock issuable in respect of any securities convertible into Common Stock), and
the resulting quotient shall be the adjusted Warrant Exercise Price per share.
An adjustment made pursuant to this Subsection shall become effective
immediately after the record date in the case of a distribution and shall become
effective immediately after the effective date in the case of a subdivision,
combination or reclassification. If, as a result of an adjustment made pursuant
to this Subsection, the Holder of any Warrant thereafter surrendered for
exercise shall become entitled to receive shares of two or more classes of
capital stock or shares of Common Stock and other capital stock of the Company,
the Board of Directors (whose determination shall be conclusive) shall determine
the allocation of the adjusted Warrant Exercise Price between or among shares of
such classes of capital stock or shares of Common Stock and other capital stock.
All calculations under this Subsection shall be made to the nearest cent or to
the nearest 1/100 of a share, as the case may be. In the event that at any time
as a result of an adjustment made pursuant to this Subsection, the Holder of any
Warrant thereafter surrendered for exercise shall become entitled to receive any
shares of the Company other than shares of Common Stock, thereafter the Warrant
Exercise Price of such other shares so receivable upon exercise of any 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 Common Stock
contained in this Section.
(b) Upon each adjustment of the Warrant Exercise Price pursuant to
Section 7(a) above, the Holder of each Warrant shall thereafter (until another
such adjustment) be entitled to purchase at the adjusted Warrant Exercise Price
the number of shares, calculated to the nearest full share, obtained by
multiplying the number of shares specified in such Warrant (as adjusted as a
result of all adjustments in the Warrant Exercise Price in effect prior to such
adjustment) by the Warrant Exercise Price in effect prior to such adjustment and
dividing the product so obtained by the adjusted Warrant Exercise Price.
(c) In case of any consolidation or merger to which the Company is a
party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety, or in the case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), there shall be no adjustment under
Subsection (a) of this Section above but the Holder of each Warrant then
outstanding shall have the right thereafter to convert such Warrant into the
kind and amount of shares of stock and other securities and property which he
would have owned or have been entitled to receive immediately after such
consolidation, merger, statutory exchange, sale, or conveyance had such Warrant
been converted immediately prior to the effective date of such consolidation,
merger, statutory exchange, sale, or conveyance and in any such case, if
necessary,
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appropriate adjustment shall be made in the application of the provisions set
forth in this Section with respect to the rights and interests thereafter of
any Holders of the Warrant, to the end that the provisions set forth in this
Section shall thereafter correspondingly be made applicable, as nearly as may
reasonably be, in relation to any shares of stock and other securities and
property thereafter deliverable on the exercise of the Warrant. The
provisions of this Subsection shall similarly apply to successive
consolidations, mergers, statutory exchanges, sales or conveyances.
(d) Upon any adjustment of the Warrant Exercise Price, then, and in
each such case, the Company shall give written notice thereof, by first class
mail, postage prepaid, addressed to the Holder as shown on the books of the
Company, which notice shall state the Warrant Exercise Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares of
Common Stock purchasable at such price upon the exercise of this Warrant,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
8. NO VOTING RIGHTS. This Warrant shall not entitle the Holder to any
voting rights or other rights as a shareholder of the Company.
9. NOTICE OF TRANSFER OF WARRANT OR RESALE OF THE WARRANT SHARES.
(a) The Holder, by acceptance hereof, agrees to give seven (7) days
written notice to the Company before transferring this Warrant (which transfer
is subject to the restrictions set forth in Section 1 hereof) or transferring
any Warrant Shares of such Xxxxxx's intention to do so, describing briefly the
manner of any proposed transfer. Such notice may be provided in the form of
Warrant Assignment attached hereto. Promptly upon receiving such written
notice, the Company shall present copies thereof to counsel reasonably
satisfactory to the Holder. If in the opinion of such counsel the proposed
transfer may be effected without registration or qualification (under any
federal or state securities laws), the Company, as promptly as practicable,
shall notify the Holder of such opinion, whereupon the Holder shall be entitled
to transfer this Warrant or to dispose of Warrant Shares received upon the
previous exercise of this Warrant, all in accordance with the terms of the
notice delivered by the Holder to the Company; PROVIDED THAT an appropriate
legend may be endorsed on this Warrant or the certificates for such Warrant
Shares respecting restrictions upon transfer thereof necessary or advisable in
the opinion of counsel and satisfactory to the Company to prevent further
transfer which would be in violation of Section 5 of the Securities Act of 1933,
as amended (the "1933 Act") and applicable state securities laws; and provided
further that the prospective transferee or purchaser shall execute such
documents and make such representations, warranties and agreements as may be
required solely to comply with the exemptions relied upon by the Company for the
transfer or disposition of the Warrant or Warrant Shares.
(b) If in the opinion of the counsel referred to in this Section 9,
the proposed transfer or disposition of this Warrant or such Warrant Shares
described in the written notice given pursuant to this Section 9 may not be
effected without registration or qualification of this Warrant or such Warrant
Shares the Company shall promptly give written notice thereof to the Holder, and
the Holder will limit its activities in respect to such as, in the opinion of
such counsel, are permitted by law.
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10. FRACTIONAL SHARES. Fractional shares shall not be issued upon the
exercise of this Warrant, but in any case where the Holder would, except for the
provisions of this Section, be entitled under the terms hereof to receive a
fractional share, the Company shall, upon the exercise of this Warrant for the
largest number of whole shares then called for, pay a sum in cash equal to the
sum of (a) the excess, if any, of the Fair Value of such fractional share over
the proportional part of the Warrant Exercise Price represented by such
fractional share, plus (b) the proportional part of the Warrant Exercise Price
represented by such fractional share. For purposes of this Section, the term
"Fair Value" with respect to shares of Common Stock of any class or series means
the last reported sale price or, if none, the average of the last reported
closing bid and asked prices on any national securities exchange or listed in
the National Association of Securities Dealers, Inc.'s Automated Quotations
System (Nasdaq), or if not listed on a national securities exchange or listed in
Nasdaq, the average of the last reported closing bid and asked prices as
reported by Metro Data Company, Inc. from quotations by market makers in such
Common Stock on the Minneapolis-St. Xxxx local over-the-counter sales or, if not
traded on the Minneapolis-St. Xxxx over-the-counter market, the per share
consideration received by the Company upon the most recent issuance and sale of
its Common Stock, exclusive of issuances pursuant to the exercise or conversion
of outstanding options, common stock purchase warrants or other securities
convertible into shares of the Company's Common Stock.
IN WITNESS WHEREOF, IntraNet Solutions, Inc. has caused this Warrant to be
signed by its duly authorized officers this _______ day of __________, 1997.
INTRANET SOLUTIONS, INC.
By:
---------------------------------
Its:
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NOTICE OF WARRANT EXERCISE
(To be signed only upon exercise of Warrant)
TO: INTRANET SOLUTIONS, INC.
The undersigned hereby irrevocably elects to exercise the attached Warrant
to purchase for cash, _____________ of the shares issuable upon the exercise of
such Warrant, and requests that certificates for such shares (together with a
new Warrant to purchase the number of shares, if any, with respect to which this
Warrant is not exercised) shall be issued in the name of
-----------------------------------
(Print Name)
Please insert social security or other
identifying number of registered holder
of certificate (_____________) -----------------------------------
(Address)
Date: _______________, ____ -----------------------------------
Signature*
*The signature of the Notice of Exercise of Warrant must correspond to the name
as written upon the face of the Warrant in every particular without alteration
or enlargement or any change whatsoever. When signing on behalf of a
corporation, partnership, trust or other entity, PLEASE indicate your
position(s) and title(s) with such entity.
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WARRANT ASSIGNMENT
(To be signed only upon transfer of Warrant)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________________________ the right represented by the foregoing
warrant to purchase Common Stock of INTRANET SOLUTIONS, INC., to which the
foregoing warrant relates and appoints ________________________________ attorney
to transfer said right on the books of INTRANET SOLUTIONS, INC., with full power
of substitution in the premises.
The manner of the proposed transfer by the undersigned is described briefly
in the space below.
Dated:
-------------------------
-------------------------------
(Signature)
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(Address)
In Presence Of:
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