1
EXHIBIT 10.33
THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FOR SALE OR
OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND
APPLICABLE STATE SECURITIES LAWS OR UNLESS AN EXEMPTION IS AVAILABLE AND AN
OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE ISSUER IS DELIVERED TO SUCH
EFFECT.
Void after 5:00 p.m. New York, New York Time, on August 22, 2002.
WARRANT TO PURCHASE
SHARES OF
COMMON STOCK
OF
PARK `N VIEW, INC.
This is to certify that, FOR VALUE RECEIVED, ALEX. XXXXX & SONS
INCORPORATED or its registered assigns pursuant to Section (d) hereof
("Holder"), is entitled to purchase, subject to the provisions of this Warrant,
from PARK `N VIEW, INC., a Delaware corporation (the "Company"), 97,753 fully
paid, validly issued and nonassessable shares of Common Stock, par value $.01
per share ("Common Stock"), at the exercise price of $8.00 per share until
August 22, 2002. The number of shares of Common Stock to be received upon the
exercise of this Warrant and the price to be paid for each share of Common Stock
are subject to adjustment from time to time as hereinafter set forth. The shares
of Common Stock deliverable upon such exercise, and as adjusted from time to
time, are hereinafter sometimes referred to as "Warrant Shares," and the
exercise price for a share of Common Stock, as adjusted from time to time, is
hereinafter sometimes referred to as the "Exercise Price."
(a) EXERCISE OF WARRANT. The Warrant may be exercised in whole or in
part at any time or from time to time until 5:00 P.M. New York time on August
__, 2002 (the "Expiration Date"), provided, however, that if such day is a day
on which banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a day. The
Warrant may be exercised by presentation and surrender to the Company at its
principal office, or at the office of its stock transfer agent, if any, with the
Purchase Form annexed hereto, duly executed (with signature guaranteed if
required by the Company or, if any, its stock transfer agent) and accompanied by
payment of the Exercise Price for the number of Warrant Shares specified in such
form and any applicable taxes. The purchase price for any Warrant Shares
purchased pursuant to the exercise of this Warrant shall be paid in full upon
such exercise in cash, by certified or bank check or by wire transfer of
immediately
-1-
2
available funds. Alternatively, this Warrant may be exchanged for Warrant Shares
as described in Section (k) hereof. As soon as practicable after each such
exercise of this Warrant, but not later than seven (7) business days from the
date of such exercise, the Company shall issue and deliver to the Holder a
certificate or certificates for the Warrant Shares issuable upon such exercise,
registered in the name of the Holder or the Holder's designee (subject to the
terms of this Warrant). If the Warrant should be exercised in part only, the
Company shall, upon surrender of the Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable thereunder. Upon receipt by the
Company of the Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, together with the exercise
price thereof and taxes as aforesaid in cash, by certified or bank check or by
wire transfer of immediately available funds and the investment letter described
below, the Holder shall be deemed to be the holder of record of the Warrant
Shares issuable upon such exercise, notwithstanding that the stock transfer
books of the Company shall then be closed or that certificates representing such
Warrant Shares shall not then be physically delivered to the Holder. Each stock
certificate so delivered shall be in such denomination as may be reasonably
requested by the Holder hereof and shall be registered in the name of the Holder
or such other name as shall be designated by the Holder (subject to the terms of
this Warrant). The Company shall pay all expenses, taxes and other charges
payable in connection with the preparation, execution and delivery of stock
certificates pursuant to this Section (a), except that, in case such stock
certificates shall be registered in a name or names other than the name of the
Holder of this Warrant, funds sufficient to pay all stock transfer taxes which
shall be payable upon the execution and delivery of such stock certificate or
certificates shall be paid by the Holder hereof to the Company.
The Holder hereby agrees to exercise Warrant upon completion of a
Series C Qualifying Offering (as defined in the Certificate of Designation
relating to the Company's Series C Convertible Preferred Stock).
In order to assure the availability of an exemption from registration
under the federal or applicable state securities laws, the Company may condition
the exercise of the Warrant upon the Holder delivering to the Company an
investment letter in the form as customarily used by the Company from time to
time in connection with the exercise of unregistered options and warrants issued
by the Company. It is further understood that certificates for the Warrant
Shares, if any, to be issued upon exercise of the Warrant may contain a
restrictive legend in accordance with Section (j) hereof.
(b) RESERVATION OF SHARES. The Company shall at all times reserve
for issuance and/or delivery upon exercise of this Warrant such number of shares
of its Common Stock as shall be required for issuance and delivery upon exercise
of this Warrant. If any shares of the Common Stock are or become listed or
quoted on any national securities exchange or The Nasdaq Stock Market (National
Market) other than pursuant to a Series C Qualifying Offering, the Company shall
also list the Warrant Shares, as the case may be, on such exchange or system, as
the case may be, subject to notice of issuance.
-2-
3
(c) FRACTIONAL SHARES. Fractional shares or scrip representing
fractional shares may be issued upon the exercise of this Warrant.
Alternatively, the Company may, at its option, with respect to any fraction of a
share issuable upon any exercise hereof, pay to the Holder an amount in cash
equal to such fraction multiplied by the greater of (i) the initial Exercise
Price per share or (ii) the current market value of the shares of the Company's
Common Stock. The current market value of a share of Common Stock shall be
determined as follows:
(l) If the Common Stock is listed on a national
securities exchange or admitted to unlisted trading privileges
on such exchange or listed for trading on The Nasdaq Stock
Market (National Market), the current market value shall be
the last reported sale price of the Common Stock on such
exchange or system on the last business day prior to the date
of exercise of this Warrant or if no such sale is made on such
day, the average closing bid and asked prices for such day on
such exchange or system;
(2) If the Common Stock is not so listed or admitted to
unlisted trading privileges, the current market value shall be
the mean of the last reported bid and asked prices for the
Common Stock reported by the National Quotation Bureau, Inc.,
on the last business day prior to the date of the exercise of
this Warrant; or
(3) If the Common Stock is not so listed or admitted to
unlisted trading privileges and bid and asked prices are not
so reported, the current market value shall be an amount
reasonably determined by the Board of Directors of the
Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This
Warrant is exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, for other Warrants of different denominations entitling
(which may be reasonably requested by the Holder) the Holder thereof to purchase
in the aggregate the same number of shares of Common Stock purchasable
hereunder. Subject to Section (j) hereof, the Holder may transfer or assign this
Warrant, in whole or in part and from time to time. Upon surrender of this
Warrant to the Company at its principal office or at the office of its stock
transfer agent, if any, with the Assignment Form annexed hereto duly executed
(with signature guaranteed, if required by the Company or its stock transfer
agent) and funds sufficient to pay any transfer tax, the Company shall, without
charge, execute and deliver a new Warrant in the name of the assignee or
assignees named in such instrument of assignment and this Warrant shall promptly
be canceled. This Warrant may be divided into or combined with other Warrants
which carry the same rights upon presentation at the principal office of the
Company or at the office of its stock transfer agent, if any, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged, and
the term "Holder" includes any subsequent holder or holders of this Warrant or
any warrant for which this Warrant is exchanged or into which it is divided.
Upon receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and in the case of loss, theft or
destruction, of reasonable satisfactory indemnification, and upon surrender and
-3-
4
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor, date and amount. Any such new Warrant executed and
delivered shall constitute an additional contractual obligation on the part of
the Company, whether or not the original Warrant shall be at any time
enforceable by anyone.
(e) RIGHTS OF THE HOLDER. Subject to the provisions of Section
(l), the Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder in the Company, either at law or equity (including, without
limitation, any rights to dividends) and the rights of the Holder with respect
to the shares of Common Stock purchasable pursuant to this Warrant are limited
to those expressed in the Warrant and are not enforceable against the Company
except to the extent set forth herein.
(f) ANTI-DILUTION PROVISIONS. So long as this Warrant shall be
outstanding, the Exercise Price in effect at any time and the number and kind of
securities purchasable upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the happening of certain events as follows:
(1) In case the Company shall: (i) declare a dividend or
make a distribution on its outstanding shares of Common Stock
in shares of Common Stock, (ii) issue shares of Common Stock
or securities convertible into Common Stock (other than shares
of Common Stock issued upon: (A) conversion of outstanding
shares of Series B Preferred Stock or Series C Preferred
Stock, (B) exercise of warrants to purchase Common Stock
outstanding as of August 22, 1997 or (C) exercise of any
option granted or hereafter granted to any officer, director,
employee, agent or consultant of the Company pursuant to a
stock option plan approved by the Company's Board of
Directors), for consideration less than the Exercise Price of
this Warrant on the date of grant of such option; (iii)
subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares, or (iv) combine or reclassify
its outstanding shares of Common Stock into a smaller number
of shares, then the Exercise Price in effect at the time of
the record date for such dividend or distribution, the sale of
such shares of Common Stock or the effective date of such
subdivision, combination or reclassification (such dividend or
distribution, sale of securities, subdivision, combination or
reclassification, collectively a "Dilution Event") shall be
proportionately adjusted as of the effective date of such
Dilution Event by multiplying such Exercise Price by a
fraction, the denominator of which shall be the outstanding
number of shares of Common Stock determined on a fully-diluted
basis immediately following such event and the numerator of
which shall be the outstanding number of shares of Common
Stock determined on a fully-diluted basis immediately prior
thereto plus, in the case of an adjustment pursuant to clause
(ii), the number of shares of Common Stock that would be
purchasable at the Exercise Price for the consideration per
share being paid for the shares being issued. For example, if
the Company declares a 2-for-1 stock split and the Exercise
Price immediately prior to such event was $8.00 per share, the
adjusted Exercise Price immediately after such event would be
$4.00 per share. Such adjustment shall be made successively
whenever any Dilution Event shall occur.
-4-
5
(2) Notwithstanding the provisions of paragraph (1) of
this Section (f), in the event the Company issues shares of
Common Stock or securities convertible into Common Stock,
other than securities referenced in clauses (A), (B) and (C)
of paragraph (1) of this Section (f), for consideration less
than the Exercise Price of this Warrant on the date of
issuance of such securities during the nine (9) month period
beginning on the date of the initial closing of the sale of
shares of Series C Convertible Preferred Stock of the Company
to certain purchasers pursuant to a Stock Purchase Agreement,
dated as of August 22, 1997, by and between the Company and
each purchaser (the "Series C Stock Purchase Agreement"), the
Exercise Price in effect on the date of issuance of such
securities shall be adjusted so as to equal the per share
consideration received by the Company in connection with such
issuance.
(3) Whenever the Exercise Price payable upon exercise of
this Warrant is adjusted pursuant to paragraphs (1) or (2)
above, the number of Warrant Shares purchasable upon exercise
of this Warrant shall simultaneously be adjusted by
multiplying the number of Warrant Shares issuable upon
exercise of this Warrant immediately prior to the Dilution
Event by the Exercise Price in effect immediately prior to the
Dilution Event and dividing the product so obtained by the
Exercise Price, as adjusted pursuant to paragraphs (1) or (2).
(4) No adjustment in the Exercise Price shall be required
unless such adjustment would require an increase or decrease
of at least $.05 in such price; provided, however, that any
adjustments which by reason of this paragraph (f)(4) are not
required to be made shall be carried forward and taken into
account in any subsequent adjustment required to be made
hereunder.
(5) Each computation required by this Section (f) for
purposes of determining whether the Exercise Price shall be
adjusted shall be performed by the Company's Chief Financial
Officer.
(6) Whenever the Exercise Price is adjusted, as herein
provided, the Company shall promptly cause a notice (certified
as correct by the Company's Chief Financial Officer) setting
forth the adjusted Exercise Price and adjusted number of
Warrant Shares issuable upon exercise of this Warrant to be
mailed to the Holder, at its address appearing in the Warrant
Register, and shall cause a certified copy thereof to be
mailed to its transfer agent, if any.
(7) All calculations under this Section (f) shall be made
to the nearest cent or to the nearest Warrant Share, as the
case may be.
(8) In the event that, as a result of application of
Section (i) of this Warrant, this Warrant shall become
exercisable for securities other than the Common Stock,
thereafter the number of shares of Common Stock receivable
upon exercise of this Warrant shall be subject to adjustment
from time to time in a manner and
-5-
6
on terms as nearly equivalent as practicable to the provisions
with respect to the Common Stock contained in this Section
(f).
(9) Irrespective of any adjustments in the Exercise Price
or the number or kind of Warrant Shares purchasable upon
exercise of this Warrant, Warrants theretofore or thereafter
issued may continue to express the same price and number and
kind of shares as are stated in this Warrant initially issued.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be
adjusted as required by the provisions of the foregoing, the Company shall
forthwith file in the custody of its Secretary or an Assistant Secretary at its
principal office and with its stock transfer agent, if any, a certificate of the
Company's Chief Financial Officer showing the adjusted Exercise Price determined
as herein provided, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such adjustment. Each such officer's certificate
shall be made available at all reasonable times for inspection by the Holder or
any holder of this Warrant, and the Company shall, forthwith after each such
adjustment, mail, by certified mail, a copy of such certificate to the Holder or
any such holder.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall declare any dividend or make any
distribution upon the Common Stock, or (ii) if the Company shall generally offer
to the holders of the Common Stock, whether or not pursuant to any holders'
right of first refusal with respect to the purchase of new securities issued by
the Company, for subscription or purchase by them any shares of any class of the
Company's capital stock or any other rights to purchase shares of the Company's
capital stock, or (iii) if the Company proposes to register under the Securities
Act of 1933, as amended, any shares of its Common Stock pursuant to one or more
demand, piggyback or incidental registration rights granted to its stockholders,
or (iv) if any capital reorganization of the Company, reclassification of the
capital stock of the Company, consolidation or merger of the Company with or
into another corporation, sale, lease or transfer of all or substantially all of
the property and assets of the Company to another corporation, or voluntary or
involuntary dissolution, liquidation or winding up of the Company shall be
effected, then in any such case, the Company shall cause to be mailed by
certified mail to the Holder of this Warrant, at least 10 days prior to the date
specified in (x), (y) or (z) below, as the case may be, a notice containing a
brief description of the proposed action and stating the date on which (x) a
record is to be taken for the purpose of such dividend, distribution or offer
for subscription or purchase, (y) such reorganization, reclassification,
consolidation, merger, sale, lease, transfer, dissolution, liquidation or
winding up is to take place and the date, if any is to be fixed, as of which the
holders of the Common Stock or other capital stock of the Company shall receive
cash or other property deliverable upon such reclassification, reorganization,
consolidation, merger, conveyance, dissolution, liquidation or winding up, or
(z) the date by which holders of the Common Stock or other capital stock of the
Company must elect to participate in the registration of securities pursuant to
clause (iii) above, or purchase securities by the Company pursuant to the
offering referred to in clause (ii) above.
-6-
7
(i) RECLASSIFICATION, REORGANIZATION OR MERGER. In case of any
reclassification, conversion or capital reorganization of outstanding shares of
the Common Stock of the Company, or in case of any consolidation or merger of
the Company with or into another corporation (other than a merger with another
corporation in which merger the Company is the continuing corporation and which
does not result in any reclassification or capital reorganization of outstanding
shares of Common Stock of the Company issuable upon exercise of this Warrant) or
in case of any sale, lease or conveyance to another corporation of the property
of the Company substantially as an entirety, the Company shall, as a condition
precedent to such transaction, cause effective provisions to be made so that the
Holder shall have the right thereafter by exercising this Warrant at any time
prior to the expiration of this Warrant, to purchase the kind and amount of
shares of stock and other securities and property receivable upon such
reclassification or capital reorganization and consolidation, merger, sale or
conveyance which would have been deliverable to the Holder of this Warrant on
the effective date of the reclassification, reorganization or merger had the
Holder exercised the Warrant immediately prior to the event described in this
Section (i). Any such provision shall include provision for subsequent
adjustments which shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Warrant. The foregoing provisions of this
Section (i) shall similarly apply to successive reclassifications or capital
reorganizations of shares of the Common Stock and to successive consolidations,
mergers, sales or conveyances. In the event that in connection with any such
capital reorganization or reclassification, consolidation, merger, sale or
conveyance, additional shares of Common Stock shall be issued in exchange,
conversion, substitution or payment, in whole or in part, for a security of the
Company other than Common Stock, any such issue shall be treated as an issue of
Common Stock covered by the provisions of paragraph (1) of Section (f) hereof.
(j) SECURITIES LAW COMPLIANCE.
(1) The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the Warrant Shares to be
issued upon exercise hereof are being acquired solely for the
Holder's own account and not as a nominee for any other party,
and for investment, and that the Holder will not offer, sell,
transfer, assign or otherwise dispose of this Warrant or any
Warrant Shares to be issued upon exercise hereof except under
circumstances that will not result in a violation of the
Securities Act of 1933, as amended (the "Act"), or any state
securities laws. Upon exercise of this Warrant, the Holder
shall, if requested by the Company, confirm in writing, in a
form satisfactory to the Company, that the shares of Common
Stock so purchased are being acquired solely for the Holder's
own account and not as a nominee for any other party, for
investment, and not with a view toward distribution or resale.
(2) If deemed necessary by counsel to the Company, this
Warrant, and all Warrant Shares issued upon exercise hereof
shall be stamped or imprinted with legends setting forth the
restrictions on transfer arising under applicable federal and
state securities laws.
-7-
8
(k) RIGHT TO CONVERT WARRANT INTO COMMON STOCK.
(1) Right to Convert. As an alternative to payment of the
Exercise Price in cash, the Holder shall have the right at any
time and from time to time to convert this Warrant into shares
of Common Stock (the "Conversion Right"). Upon exercise of the
Conversion Right, the Company shall deliver to the Holder
(without payment by the Holder of any Exercise Price or of any
other cash or other consideration) that number of shares of
Common Stock equal to the quotient obtained by dividing (x)
the value of this Warrant at the time the Conversion Right is
exercised (determined by subtracting the aggregate Exercise
Price in effect immediately prior to the exercise of the
Conversion Right from the aggregate fair market value of the
shares of Common Stock issuable upon exercise of this Warrant
immediately prior to the exercise of the Conversion Right) by
(y) the fair market value of one share of Common Stock
immediately prior to the exercise of the Conversion Right. For
purposes hereof, the fair market value of a share of Common
Stock shall be the greater of (i) a price per share of Common
Stock equal to the initial Exercise Price or (ii) the current
market value of the shares of the Company's Common Stock as
determined in accordance with Section (c) hereof.
(2) Method of Exercise. The Conversion Right may be
exercised by the Holder by the surrender of this Warrant at
the principal office of the Company together with a written
statement specifying that the Holder thereby intends to
exercise the Conversion Right. Certificates for the shares of
Common Stock issuable upon exercise of the Conversion Right
shall be delivered to the Holder within five (5) days
following the Company's receipt of this Warrant together with
the aforesaid written statement.
(l) ADDITIONAL RIGHTS OF THE HOLDER. So long as this Warrant shall
be outstanding, the Holder shall (i) be entitled to registration, co-sale,
pre-emptive and similar rights with respect to the shares of Common Stock
purchasable hereunder, (ii) be obligated under certain circumstances to sell a
portion of the shares of Common Stock purchasable hereunder, and (iii) be
entitled to receive various financial and related information from the Company,
each to the same extent as those purchasers purchasing shares of the Company's
Series C Preferred Stock pursuant to the Series C Stock Purchase Agreement.
(m) REPRESENTATIONS OF THE HOLDER.
(i) The Holder hereby represents and warrants to the
Company that it has substantial knowledge, skill and
experience in making investment decisions of the type
represented by this Warrant and the Warrant Shares, it is
capable of evaluating the risk of its investment in this
Warrant and the Warrant Shares and is able to bear the
economic risk of such investment, including the risk of losing
the entire investment, that it is acquiring this Warrant and
the Warrant Shares for its own account, and that this Warrant
and the Warrant Shares are being acquired by it for investment
and not with a present view to any distribution thereof in
-8-
9
violation of applicable securities law. If the Holder should
in the future decide to dispose of any of this Warrant and the
Warrant Shares, it is understood that it may do so only in
compliance with the Act and appliance state securities laws.
The Holder represents and warrants that it is an "accredited
investor" as defined in Rule 501(a) under the Act.
(ii) The Holder understands that (i) this Warrant and the
Warrant Shares have not been registered under the Act by
reason of their issuance in a transaction exempt from the
registration requirements of the Act, (ii) this Warrant and
the Warrant Shares must be held indefinitely unless a
subsequent disposition thereof is registered under the Act and
applicable state securities laws or is exempt from such
registrations (and evidence satisfactory to the Company is
provided by such Holder of the availability of such
exemptions, including the delivery to the Company of opinions
of counsel to such Holder, which opinions and counsel is
satisfactory to the Company), and (iii) this Warrant and the
Warrant Shares may bear a legend to such effect.
(n) AMENDMENTS. Neither the Warrant nor any term hereof may be
changed, waived, discharged or terminated without the prior written consent of
the Holder.
(o) NO IMPAIRMENT. The Company will not avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Warrant and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of any
Holder.
(p) GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of Delaware.
(q) NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be mailed by first class mail,
postage prepaid, addressed (a) if to the Holder; to Alex. Xxxxx & Sons
Incorporated, Xxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx X.
Berkeley, Managing Director, and Xxxxxx X. Xxxxx, Principal, or (b) if to the
Company, to Park `N View Corporation, 0000 XX 00xx Xxxxxx, Xxxxxxxx 00, Xx.
Xxxxxxxxxx, Xxxxxxx 00000, Attention: Xxx Xxxxxxxx, President and Chief
Executive Officer, or at such other address as the Company shall have furnished
to the Holder in writing.
IN WITNESS WHEREOF, Park `N View Corporation has caused this Warrant to
be executed by its officer thereunto duly authorized.
Dated: August __, 1997
-9-
10
PARK `N VIEW CORPORATION
By: /s/ Xxx Xxxxxxxx
-----------------------------------------
Name: Xxx Xxxxxxxx
Title: President and Chief Executive Officer
-10-
11
PURCHASE FORM
Dated _____________, ____
The undersigned hereby irrevocably elects to exercise its rights
pursuant to this Warrant to the extent of purchasing ________________ shares of
Common Stock of Park `N View Corporation, and hereby makes payment of
$________________, in cash, in payment of the exercise price thereof.
The undersigned hereby irrevocably elects to exercise its rights
pursuant to this Warrant to the extent of purchasing ____ shares of Common Stock
and hereby authorizes you to deliver such shares of Common Stock for sale to
________________, and to retain from the proceeds of such sale
$________________, in cash, in payment of the exercise price thereof and to
remit to the undersigned the balance of such proceeds.
--------------------------------
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name
-------------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
------------------------------------------------------------------------
Signature
----------------------------------------------------------------------
-11-
12
ASSIGNMENT FORM
FOR VALUE RECEIVED, ______________________________________ hereby
sells, assigns and transfers unto
Name
---------------------------------------------------------------------------
(Please typewrite or print in block letters)
Address
------------------------------------------------------------------------
the right to purchase Common Stock of Park `N View Corporation (the "Company"),
represented by this Warrant to the extent of __________ shares as to which such
right is exercisable and does hereby irrevocably constitute and appoint as
Attorney, to transfer the same on the books of the Company with full power of
substitution in the premises.
Date ,
----------------- -----
Signature
------------------------------
-12-
