UW-001 _________ WARRANTS
UNDERWRITER'S WARRANT
Dated: August 21, 1996
THIS CERTIFIES THAT May Xxxxx Group, Inc. (the "Holder") is entitled to
purchase from NETLIVE COMMUNICATIONS, INC., a Delaware corporation (the
"Company"), up to 95,000 shares of the Company's common stock, $.0001 par value
(the "Shares"), and/or 73,000 redeemable common stock purchase warrants (the
"Redeemable Warrants"; together with the Shares, the "Securities") to purchase
one share of Common Stock at $5.50 per share (the "Redeemable Warrant Exercise
Price") at a purchase price of $8.25 per Share (the "Share Exercise Price") and
$.15 per Redeemable Warrant (the "Warrant Exercise Price, " collectively, with
the Share Exercise Price, the "Exercise Prices"), subject to adjustment as
provided in paragraph 8 hereof, at any time during the 48 month period
commencing 12 months from the effective date of the Registration Statement
(defined below). This Underwriter's Warrant (the "Underwriter's Warrant") is
exercisable to purchase an aggregate of 95,000 Shares and 73,000 Redeemable
Warrants, issued pursuant to an Underwriting Agreement dated August 12, 1996,
between the Company and May Xxxxx Group, Inc. (the "Underwriter") (as defined in
the Underwriting Agreement), in connection with a public offering, through the
Underwriter, of 950,000 shares of Common Stock and 730,000 Redeemable Warrants
as therein described (and up to an additional 142,500 shares of Common Stock and
109,500 Redeemable Warrants (the "Option Securities" covered by an
over-allotment option granted by the Company and the Selling Stockholders (as
defined in the Underwriting Agreement) to the Underwriter) hereinafter referred
to together with the Option Securities, as the "Public Securities") and in
consideration of $10.00 received by the Company for the Underwriter's Warrant.
The Shares and Redeemable Warrants issuable pursuant to the Underwriter's
Warrant shall have same terms and conditions as the shares of Common Stock and
Redeemable Warrants making up the Public Securities, as described under the
caption "Description of Securities" in the Company's Registration Statement on
Form SB-2, File No. 333-4057 (the "Registration Statement"), except that the
Holder shall have registration rights under the Securities Act of 1933 (the
"Act"), for the Underwriter's Warrant, the Shares and Redeemable Warrants.
1. The rights represented by this Underwriter's Warrant shall be
exercised at the price, subject to adjustment in accordance with paragraph 8
hereof, and during the periods as follows:
(a) During the period from the date hereof to August 11, 1997 [12
months from the effective date] (the "Initial Period"),
inclusive, the Holder shall have no right to purchase any
Securities hereunder.
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(b) Between August 12, 1997 and August 12, 2001 [5 years from the
effective date] (the "Expiration Date") inclusive, the Holder
shall have the option to purchase Shares hereunder at a price of
$8.25 per Share and to purchase Redeemable Warrants at a price of
$.15 per Redeemable Warrant [150% above the public offering price
of the Shares and Redeemable Warrants], subject to adjustment as
provided in paragraph 8 hereof.
(c) After the Expiration Date, the Holder shall have no right to
purchase any Securities hereunder.
2. (a) The rights represented by this 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 Securities 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 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 and/or Redeemable Warrants shall
be issuable upon such exercise shall become the holder or holders of record of
such Shares and Redeemable Warrants at that time and date. Certificates
representing the Shares and Redeemable Warrants so purchased shall be delivered
to the Holder within a reasonable time, not exceeding ten (10) days, after the
rights represented by this Warrant shall have been so exercised.
(b) Notwithstanding anything to the contrary contained in
subparagraph (a) of paragraph 2, the Holder may elect to exercise this
Underwriter's Warrant in whole or in part by receiving Shares and/or Redeemable
Warrants equal to the value (as determined below) of this 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 and/or
Redeemable Warrants computed using the following formula:
X = Y(A-B)
----------
A
Where: X = the number of Shares and/or Warrants to be issued to the
Holder;
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Y = the number of Shares and/or Warrants to be exercised under
this Underwriter's Warrant;
A = the current fair market value of one share of Common Stock
and/or one Warrant (calculated as described below); and
B = the Share Exercise Price and/or the
Warrant Exercise Price, as the case may be.
As used herein, the current fair market value of one share of Common Stock
shall mean the greater of (x) the average of the closing prices of the Company's
Common Stock sold on all securities exchanges on which the Common Stock may at
the time be listed and the NASDAQ National Market, or, if there have been no
sales on any such exchange or the NASDAQ National Market on such day, the
average of the highest bid and lowest asked price on such day on The Nasdaq
Stock Market or otherwise in the domestic over-the-counter market as reported by
the National Quotation Bureau, Incorporated, or any similar successor
organization (the "Market Price"), on the trading day immediately preceding the
date notice of exercise of this Underwriter's Warrant is given or (y) the
average of the Market Price per share of Common Stock for the five trading days
immediately preceding the date notice of exercise of this Underwriter's Warrant
is given. If on any date for which the Market Price per share of Common Stock is
to be determined the Common Stock is not listed on any securities exchange or
quoted on the NASDAQ National Market or on The Nasdaq Stock Market or otherwise
in the over-the-counter market, the Market Price per share 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 merger, acquisition or other consolidation
pursuant to which the Company is not the surviving party, in which case the
Market Price per share of Common Stock shall be deemed to be the value received
by the holders of the Company's Common Stock for each share thereof pursuant to
the Company's acquisition.
The current fair market value of one Redeemable Warrant shall be determined
in a like manner, with reference to the prices per Redeemable Warrant.
3. The Underwriter's Warrant shall not be transferred, sold, assigned, or
hypothecated (other than by will or pursuant to the laws of descent and
distribution) for a period of one year commencing August 12, 1996, 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 or director of the Holder or to any
member of the selling group and/or the officers/directors or partners thereof
during such period. 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 office or agency of the Company
referred to in paragraph 2 hereof,
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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 Securities as are purchasable hereunder.
4. The Company covenants and agrees that all shares of Common Stock which
may be purchased hereunder or upon exercise of the Redeemable Warrants will,
upon issuance against payment of the purchase price therefor, be duly and
validly issued, fully paid and nonassessable, and no personal liability will
attach to the holder thereof. 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 and the Redeemable Warrants.
5. The Underwriter's Warrant shall not entitle the Holder to any voting
rights or other rights as stockholders of the Company.
6. (a)(i) The Company shall advise the Holder or its transferees, whether
the Holder holds the Underwriter's Warrant or has exercised the Underwriter's
Warrant and holds shares of Common Stock and/or Redeemable Warrants, by written
notice at least four weeks prior to the filing of any post-effective amendment
to the Registration Statement or of any new registration statement or
post-effective amendment thereto under the Act 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 (including a Form S-3 related to
a Form S-8) and will, for a period of five years from the Effective Date, upon
the request of the Holder, and subject to subparagraph 6(a)(ii), include in any
such post-effective amendment to the Registration Statement or in any new
registration statement such information as may be required to permit a public
offering of the Underwriter's Warrant, the Common Stock issuable upon the
exercise thereof or upon exercise of the Redeemable Warrants and the Redeemable
Warrants (collectively, the "Registrable Securities"). The Company shall supply
prospectuses and such other document as the Holder 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 as the Holder designates and do any and all
other acts and things which may be necessary or desirable to enable the Holder
to consummate the public sale or other disposition of the Registrable
Securities, all at no expense to the Holder or the Underwriter, and furnish
indemnification in the manner provided in paragraph 7 hereof. The Holder shall
furnish information and indemnification as set forth in paragraph 7.
(ii) If the registration of which the Company gives notice is for a
registered public offering involving an underwriting, the Company shall so
advise the Holder as a part of the written notice given pursuant to subparagraph
6(a)(i). If the managing underwriter determines that a limitation of the number
of shares to be underwritten is required, the
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underwriter may exclude some or all Registrable Securities from such
registration (the "Excluded Registrable Securities"); provided, however, that no
other security-holder may include any such securities in such Registration
Statement if any of the Registrable Securities have been excluded from such
registration; and further provided that the Company will file a new Registration
Statement covering the Excluded Registrable Securities, at the Company's
expense, within six months after the completion of such underwritten offering.
(b) On any one occasion only, any 50.1% Holder (as defined below)
shall give notice to the Company at any time to the effect that such Holder
desires to register under the Act any or all of the Registrable Securities under
such circumstances that a public distribution (within the meaning of the Act) of
any such securities will be involved, then the Company will promptly, but no
later than eight weeks after receipt of such notice, 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 its best efforts to cause such registration to become and
remain effective (including the taking of such steps as are necessary to obtain
the removal of any stop order) within 90 days 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. Inclusive of this demand right shall be that the 50.1% Holder may, at
its option, request the filing of a posteffective amendment to the current
Registration Statement or a new registration statement under the Act, inclusive
of the right granted by subparagraph 6(a) on one occasion only during the
four-year period beginning one year from the effective date of the Registration
Statement (the "Effective Date"). The 50.1% Holder may, at its option, request
the registration of the Underwriter's Warrant and/or any of the securities
underlying the Underwriter's Warrant in a registration statement made by the
Company as contemplated by subparagraph 6(a) or in connection with a request
made pursuant to this subparagraph 6(b) prior to acquisition of the shares of
Common Stock and/or Redeemable Warrants 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/or Redeemable Warrants issuable upon the exercise of the Underwriter's
Warrant, and such registration rights may be exercised by the 50% Holder prior
to or subsequent to the exercise of this Underwriter's Warrant. Within ten days
after receiving any such notice pursuant to this subparagraph 6(b), the Company
shall give notice to any other Holder 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
the Underwriter's Warrants held by the other Holder, provided that they shall
furnish the Company with such appropriate information (relating to the
intentions of such Holder) in connection therewith as the Company shall
reasonably request in writing. All costs and expenses of the 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 underwriting
discounts or commissions applicable to any of the securities sold by them. The
Company will maintain such registration statement or post-effective amendment
current under the Act for a period of at least
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nine months (and for up to an additional three months if requested by the
Holder(s)) from the effective date thereof. The Company shall provide
prospectuses, and such other documents as the Holder(s) may 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 as such Holder(s) designate and furnish indemnification
in the manner provided in paragraph 7 hereof.
(c) The term "50.1% Holder" as used in this paragraph 6 shall mean
the Holder(s) of at least 50.1% of the Underwriter's Warrant and/or the Common
Stock underlying the Underwriter's Warrant and the Redeemable Warrants and shall
include any owner or combination of owners of such securities, which ownership
shall be calculated by determining the number of shares of Common Stock held by
such owner or owners as well as the number of shares then issuable upon exercise
of the Underwriter's Warrant and the Redeemable Warrants.
(d) If at any time prior to the effectiveness of the registration
statement filed in connection with an offering pursuant to this paragraph 6 the
50% Holder shall determine not to proceed with the registration, upon notice to
the Company and the payment to the Company by the 50% Holder of the Company's
expenses, if any, theretofore incurred in connection with the registration
statement, the 50% Holder may terminate its participation in the offering, and
the registration statement previously filed shall not be counted against the
number of demand registrations permitted under this paragraph 6.
(e) Notwithstanding the foregoing, if the Company shall furnish to
such 50% Holder a certificate signed by the President of the Company stating
that in the good faith judgment of the Board of Directors it would be seriously
detrimental to the Company or its stockholders for a registration statement to
be filed in the near future containing the disclosure of material information
required to be included therein by reason of the federal securities laws, then
the Company's obligation to use its best efforts to file a registration
statement shall be deferred for a period during which such disclosure would be
seriously detrimental, provided that this period will not exceed 30 days and
provided further, that the Company shall not defer its obligation in this matter
more than once in any 12 month period.
7. (a) Whenever pursuant to paragraph 6 a registration statement
relating to the Underwriter's Warrant or any Common Stock issued or issuable
upon the exercise of the Underwriter's Warrant or the Redeemable Warrants, or
any Redeemable Warrants is filed under the Act, amended or supplemented, the
Company will indemnify and hold harmless each Holder of the securities 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 securities 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
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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 or any preliminary prospectus or 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 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.
(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 arises 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 notified 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
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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 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.(A) The Share Exercise Price in effect at any time and the number and
kind of securities purchasable upon the exercise of the Underwriter's Warrant
shall be subject to adjustment from time to time upon the happening of certain
events hereinafter described; provided, however, that no adjustment shall be
required in respect of the shares issuable upon exercise of the Redeemable
Warrants.
(i) In case the Company shall (a) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (b) subdivide or reclassify its outstanding shares of Common Stock into a
greater number of shares, or (c) combine or reclassify its outstanding shares of
Common Stock into a smaller number of shares, or (d) 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 and kind of such
securities subject to this Underwriter's Warrant shall be made and the Share
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 securities which, if this Underwriter's Warrant had
been exercised by such Holder immediately prior to such date, they would have
owned upon such exercise and 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 Share Exercise Price
immediately prior to such event was $5.00 per Share and the number of Shares
purchasable upon exercise of this Underwriter's Warrant was 110,000, the
adjusted Share Exercise Price immediately after such event would be $2.50 per
Share and the adjusted number of Shares purchasable upon exercise of this
Warrant would be 220,000. Such adjustment shall be made successively whenever
any event listed above shall occur.
(ii) Whenever the Share Exercise Price payable upon exercise of the
Underwriter's Warrant is adjusted pursuant to subparagraphs 8(A)(i), or the
Warrant Exercise Price payable upon exercise of the Underwriter's Warrant
pursuant to paragraph 8(B), the number of shares of Common Stock or Redeemable
Warrants, as the case may be, purchasable upon exercise of this Underwriter's
Warrant shall simultaneously be adjusted by multiplying the number of shares of
Common Stock or Redeemable Warrants, as the case may
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be, issuable upon exercise of this Underwriter's Warrant by the Share Exercise
Price or Warrant Exercise Price, as the case may be, in effect on the date
hereof and dividing the product so obtained by the Share Exercise Price or
Warrant Exercise Price, as adjusted.
(iii) No adjustment in the Share Exercise Price or Warrant Exercise
Price shall be required (a) in the event of the sale of the Company's securities
in a future bona fide underwritten public offering; or (b) unless such
adjustment would require an increase or decrease of at least five cents ($0.05)
in the Share Exercise Price; provided, however, that any adjustments which by
reason of this subparagraph (iii) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be made
hereunder. All calculations under this paragraph 8(A) 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(A) to the contrary notwithstanding, the Company shall
be entitled, but shall not be required, to make such changes in the Share
Exercise Price or Warrant Exercise Price, in addition to those required by this
Section 8(A) or 8(B), as it shall determine, in its sole discretion, to be
advisable in order that any dividend or distribution in shares of Common Stock
or Redeemable Warrants, or any subdivision, reclassification or combination
thereof, hereafter made by the Company shall not result in any federal income
tax liability to the holders of Common Stock or securities convertible into
Common Stock (including the Redeemable Warrants issuable upon exercise of the
Underwriter's Warrant).
(iv) Whenever the Exercise Prices are adjusted, as herein provided,
the Company shall promptly cause a notice setting forth the adjusted Exercise
Prices and adjusted the number of shares of Common Stock, Redeemable Warrants or
other securities purchasable upon exercise of the Underwriter's Warrant to be
mailed to the Holder, at the addresses listed on the books of the Company, 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
paragraph 8, and a certificate signed by such firm shall be conclusive evidence
of the correctness of such adjustment.
(v) In the event that at any time, as a result of an adjustment made
pursuant to the provisions of this paragraph 8, the Holder of the Underwriter's
Warrant thereafter shall become entitled to receive any securities of the
Company, other than Common Stock and the Redeemable Warrants, thereafter the
exercise price and number of such other securities 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 number of
shares of Common Stock, Redeemable Warrants or other securities purchasable upon
exercise of the Underwriter's Warrant to be mailed to the Holder, at the
addresses listed on the books of the Company, 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
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any computation required by this paragraph 8, and a certificate signed by such
firm shall be conclusive evidence of the correctness of such adjustment.
(vi) In the event that at any time, as a result of an adjustment made
pursuant to the provisions of this paragraph 8, the Holder of the Underwriter's
Warrant thereafter shall become entitled to receive any securities of the
Company, other than Common Stock and the Redeemable Warrants, thereafter the
exercise price and number of such other securities 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 subparagraphs 8(A), inclusive of this
paragraph (vi).
8.(B) In the event of an adjustment in the Share Exercise Price and the
number of Shares of Common Stock issuable upon the exercise of the Underwriter's
Warrant, pursuant to paragraph 8(A), then there shall be a proportional
adjustment in the Warrant Exercise Price and the number of Redeemable Warrants
issuable upon the exercise of the Underwriter's Warrant.
9. This Agreement shall be governed by and in accordance with the laws of
the State of New York.
IN WITNESS WHEREOF, NETLIVE COMMUNICATIONS, INC. has caused this
Underwriter's Warrant to be signed by its duly authorized officers, and this
Underwriter's Warrant to be dated as of the date first above written.
NETLIVE COMMUNICATIONS, INC.
By: ____________________________________
Name:
Title:
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