Exhibit 4.7
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
(1) REGISTRATION IN COMPLIANCE WITH SUCH ACT AND SUCH STATE LAWS OR (2) AN
OPINION OF COUNSEL FOR THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.
FORM OF WARRANT
For the Purchase of Common Stock, Par Value $0.001 per Share,
of CellPoint Inc.
Void After 5 P.M., New York time, on ____________
Original Date of Issuance: ________, 2001 Warrant No. ______
For value received, CellPoint Inc., a Nevada corporation (the
"CORPORATION"), hereby grants to _______ (the "HOLDER"), or registered assigns,
subject to the terms and conditions hereinafter set forth, on or after
____________, 2001 and at any time prior to 5:00 P.M., New York time, on
______________________, but not thereafter, the right to purchase from the
Corporation _____ shares (the "SHARES") of Common Stock, par value $0.001 per
share (the "COMMON STOCK") of the Corporation upon payment to the Corporation of
$____ per share (the "EXERCISE PRICE") if and to the extent this Warrant is
exercised, in whole or in part, during the period this Warrant remains in force,
subject in all cases to adjustment as provided in the following sentence and in
Article II hereof, and to deliver a certificate or certificates representing the
Shares so purchased, upon presentation and surrender to the Corporation of this
Warrant, with the form of subscription attached hereto duly executed, and
accompanied by payment of the Exercise Price of each Share purchased.
ARTICLE
I.
TERMS OF THE WARRANT
A. Subject to the provisions of Sections I.E. and III.A. hereof, this
Warrant may be exercised at any time and from time to time after
_______________, 2001 (the "EXERCISE COMMENCEMENT DATE"), but no later than 5:00
P.M., New York time, ______________________ (the "EXPIRATION TIME"). If this
Warrant is not exercised on or before the Expiration Time it shall become void,
and all rights hereunder shall thereupon cease.
B. 1. The Holder may exercise this Warrant, in whole or in part, upon
surrender of this Warrant and a notice of exercise in the form attached
hereto as Exhibit A (the "NOTICE OF Exercise") duly executed, completed
and delivered to the Corporation at its corporate office. Promptly upon
receipt of this Warrant and the Notice of Exercise
and the payment of the Exercise Price in accordance with terms set forth
below, and in no event later than ten (10) days thereafter, the
Corporation shall issue and deliver to the Holder or its nominee
certificates for the total number of whole Shares for which this Warrant
is being exercised in such denominations as are required for delivery to
the Holder and shall execute the Notice of Exercise indicating the number
of Shares which remain subject to future purchases if any.
The Exercise Price may be paid at the Holder's election either (i) by
cash or check, or (ii) by surrender of this Warrant ("NET ISSUANCE") as
determined below. If the Holder elects the Net Issuance method, the Corporation
will issue Common Stock to the Holder (without any further payment) in
accordance with the following formula:
X = Y(A-B)
------
A
Where: X = the number of shares of Common Stock to be issued
to the Holder
Y = the number of shares of Common Stock then requested
to be issued under this Warrant.
A = the fair market value (per share) of the Common
Stock of the Corporation as of the date of the
Notice of Exercise.
B = the Exercise Price as of the date of the Notice of
Exercise.
As used herein, current fair market value of Common Stock shall mean
with respect to each share of Common Stock:
(i) if traded on a securities exchange, the fair market value
shall be deemed to be the average of the closing prices over a
twenty-one (21) day period ending three days before the date
of the Notice of Exercise; or
(ii) if actively traded over-the-counter, the fair market value
shall be deemed to be the average of the closing bid and asked
prices quoted on the National Association of Securities
Dealers Automated Quotation System (the "NASDAQ SYSTEM") (or
similar system) over the twenty-one (21) day period ending
three days before the date of the Notice of Exercise;
(ii) if at any time the Common Stock is not listed on any
securities exchange or quoted on the NASDAQ System or similar
system, the current fair market value of Common Stock shall be
the highest price per share which the Corporation could obtain
from a willing buyer (not a current employee or director) for
shares of Common Stock sold by the Corporation, from
authorized but unissued shares, as determined in good faith by
its Board of Directors, or if requested by the Holder and, at
the Holder's expense, by an independent third-party investment
bank or other professional designated by the Corporation and
satisfactory to the
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Holder or, in the absence of a mutually agreeable investment
bank or other professional, by the average of the fair market
value of Common Stock shall be deemed to be the value received
by the holders of the Corporation's Common Stock pursuant to
such merger or acquisitions.
Upon partial exercise by either cash or Net Issuance, the Corporation
shall promptly issue to the Holder an amended warrant representing the
remaining number of shares purchasable hereunder. All other terms and
conditions of such amended warrant shall be identical to those
contained herein, including, but not limited to the Effective Date
hereof.
2. In case the Holder shall exercise this Warrant with respect to less
than all of the shares that may be purchased under this Warrant, the Corporation
shall execute a new Warrant identical to the terms and conditions contained in
the original Warrant for the balance of the Shares that may be purchased upon
exercise of this Warrant and deliver such new Warrant to the Holder.
3. The Corporation shall not be required to pay any income tax,
transfer tax or other governmental charge which may be payable in respect of the
issue and of this Warrant or the issue of any Shares upon the exercise of this
Warrant or in respect of any transfer involved in the issuance or delivery of
this Warrant or of the Shares in a name other than that of the Holder at the
time of surrender. Until the payment of any such transfer tax as may be
required, the Corporation shall not be required to issue such Shares.
C. This Warrant may be split-up, combined or exchanged for another
Warrant or Warrants of like tenor to purchase a like aggregate number of Shares.
If the Holder desires to split-up, combine or exchange this Warrant, it shall
make such request in writing delivered to the Corporation at its corporate
office and shall surrender this Warrant and any other Warrants to be so
split-up, combined or exchanged at said office. Upon any such surrender for a
split-up, combination or exchange, the Corporation shall execute and deliver to
the person entitled thereto a Warrant or Warrants, as the case may be, as so
requested. The Corporation shall not be required to effect any split-up,
combination or exchange which will result in the issuance of a Warrant entitling
the Holder to purchase upon exercise a fraction of a Share. The Corporation may
require the Holder to pay a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any split-up, combination or
exchange of Warrants.
D. This Warrant may not be transferred for a period of one year after
the issue date hereof except to partners of officers of the Holder. Prior to due
presentment for registration of transfer of this Warrant, the Corporation may
deem and treat the Holder as the absolute owner of this Warrant (notwithstanding
any notation of ownership or other writing hereon) for the purpose of any
exercise hereof and for all other purposes, and the Corporation shall not be
affected by any notice to the contrary.
E. Any assignment permitted hereunder shall be made by surrender of
this Warrant to the Corporation at its principal office with the form of
assignment attached hereto as Exhibit B ("Assignment") duly executed and funds
sufficient to pay any transfer tax. In such event, the Corporation shall,
without charge, execute and deliver a new Warrant in the name of
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the assignee named in the Assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation thereof at the corporate office of the
Corporation together with a written notice signed by the Holder, specifying the
names and denominations in which such new Warrants are to be issued.
F. Nothing contained in this Warrant shall be construed as conferring
upon the Holder the right to vote or to consent or to receive notice as a
stockholder in respect of any meetings of stockholders for the election of
directors or any other matter, or as having any rights whatsoever as a
stockholder of the Corporation. If, however, at any time prior to the expiration
of this Warrant and prior to its exercise, any of the following shall occur:
1. the Corporation shall take a record of the holders of its
shares of Common Stock for the purpose of entitling them to receive a
dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of current or
retained earnings, as indicated by the accounting treatment of such
dividend or distribution on the books of the Corporation; or
2. the Corporation shall offer to the holders of its Common
Stock any additional shares of capital stock of the Corporation or
securities convertible into or exchangeable for shares of capital stock
of the Corporation, or any option, right or warrant to subscribe
therefore; or
3. there shall be proposed any capital reorganization or
reclassification of the Common Stock, or a sale of all or substantially
all of the assets of the Corporation, or a consolidation or merger of
the Corporation with another entity; or
4. there shall be proposed a voluntary or involuntary
dissolution, liquidation or winding up of the Corporation;
then, in any one or more of said cases, the Corporation shall cause to be mailed
to the Holders, at the earliest practicable time (and, in any event, not less
than thirty (30) days before any record date or other date set for definitive
action), written notice of the date on which the books of the Corporation shall
close or a record shall be taken to determine the stockholders entitled to such
dividend, distribution, convertible or exchangeable securities or subscription
rights, or entitled to vote on such reorganization, reclassification, sale,
consolidation, merger, dissolution, liquidation or winding up, as the case may
be. Such notice shall also set forth such facts as shall indicate the effect of
such action (to the extent such effect may be known at the date of such notice)
on the Exercise Price and the kind and amount of the Common Stock and other
securities and property deliverable upon exercise of this Warrant.
Such notice shall also specify the date as of which the holders of the Common
Stock of record shall participate in said distribution or subscription rights or
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, sale,
consolidation, merger, dissolution, liquidation or winding up, as the case may
be (on which date, in the event of voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, the right to exercise this Warrant
shall terminate).
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Without limiting the obligation of the Corporation to provide notice to
the holder of actions hereunder, it is agreed that failure of the Corporation to
give notice shall not invalidate such action of the Corporation.
G. If this Warrant is lost, stolen, mutilated or destroyed, the
Corporation shall, on such reasonable terms as to indemnity or otherwise as it
may impose (which shall, in the case of a mutilated Warrant, include the
surrender thereof), issue a new Warrant of like denomination and tenor as, and
in substitution for, this Warrant, which shall thereupon become void. Any such
new Warrant shall constitute an additional contractual obligation of the
Corporation, whether or not the Warrant so lost, stolen destroyed or mutilated
shall be at any time enforceable by anyone.
H. 1. The Corporation covenants and agrees that at all times it shall
reserve and keep available for the exercise of this Warrant such number of
authorized Shares as are sufficient to permit the exercise in full of this
Warrant.
2. Prior to the issuance of any Shares upon exercise of this Warrant,
the Corporation shall secure the listing of such Shares upon any securities
exchange or automated quotation system upon which the shares of the
Corporation's Common Stock are listed for trading.
3. The Corporation covenants that all Shares when issued upon the
exercise of this Warrant will be validly issued, fully paid, non-assessable and
free of preemptive rights.
ARTICLE
II.
ADJUSTMENT OF EXERCISE PRICE
AND NUMBER OF SHARES PURCHASABLE UPON EXERCISE
A. In case the Corporation shall, while this Warrant remains
unexercised, in whole or in part, and in force, effect a recapitalization of
such character that the Shares purchasable hereunder shall be changed into or
become exchangeable for a larger or smaller number of shares, then, after the
date of record for effecting such recapitalization, the number of Shares of
Common Stock which the Holder hereof shall be entitled to purchase hereunder
shall be increased or decreased, as the case may be, in direct proportion to the
increase or decrease in the number of shares of Common Stock by reason such
recapitalization, and of the Exercise Price, per share, whether or not in effect
immediately prior to the time of such recapitalization, of such recapitalized
Common Stock shall in the case of an increase in the number of such Shares be
proportionately reduced, and in the case of a decrease in the number of such
Shares shall be proportionately increased. For the purposes of this Section
II.A., a stock dividend, stock split-up or reverse split shall be considered as
a recapitalization and as an exchange for a larger or smaller number of shares,
as the case may be.
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B. In case of any consolidation of the Corporation with, or merger of
the Corporation into, any other corporation, or in case of any sale or
conveyance of all or substantially all of the assets of the Corporation other
than in connection with a plan of complete liquidation of the Corporation, then,
as a condition of such consolidation, merger or sale or conveyance, adequate
provision shall be made whereby the Holder shall thereafter have the right to
purchase and receive, upon the basis and upon the terms and conditions specified
in this Warrant and in lieu of Shares of Common Stock immediately theretofore
purchasable and receivable upon the exercise of the rights represented hereby,
such shares of stock or securities as may be issued in connection with such
consolidation, merger or sale or conveyance, with respect to the rights and
interests of the Holder of this Warrant to the end that the provisions hereof
shall be applicable as nearly as may be in relation to any shares of stock or
securities thereafter deliverable upon the exercise hereof.
C. Subject to the provisions of D. below, in the case the Corporation
shall, while this Warrant remains unexercised, in whole or in part, and in
force, declare to make any distribution of its assets to holders of Common Stock
as a partial liquidating dividend, by way of return of capital or otherwise,
then, after the date of record for determining stockholders entitled to such
distribution, but prior to the date of distribution, the Holder shall be
entitled upon exercise of this Warrant and purchase of any or all of the Shares
of Common Stock subject hereto, to receive the amount of such assets (or, at the
option of the Corporation, a sum equal to the value thereof at the time of such
distribution to holders of Common Stock as such value is determined by the Board
of Directors of the Corporation in good faith) which would have been payable to
the Holder had it been the holder of such Shares of Common Stock on the record
date for the determination of stockholders entitled to such distribution.
D. Except as otherwise provided in Section II.B. above, in the case of
any sale or conveyance of all or substantially all of the assets of the
Corporation in connection with a plan of complete liquidation of the
Corporation, in the case of the dissolution, liquidation of the Corporation, in
the case of the dissolution, liquidation or winding-up of the Corporation, all
rights under this Warrant shall terminate on a date fixed by the Corporation,
such date so fixed to be not earlier than the date of the commencement of the
proceedings for such dissolution, liquidation or winding-up and not later than
thirty (30) days after such commencement date. Notice of such termination of
purchase rights shall be given to the Holder at least thirty (30) prior to such
termination date.
E. Any adjustment pursuant to the provisions of this Article II shall
be made on the basis of the number of Shares of Common Stock which the Holder
would have been entitled to acquire by exercise of this Warrant immediately
prior to the event giving rise to such adjustment and, as to the Exercise Price
per share in effect immediately prior to the rise to such adjustment. Whenever
any such adjustment is required to be made, the Corporation shall forthwith
determine the new number of Shares of Common Stock which the Holder hereof shall
be entitled to purchase hereunder and/or such new Exercise Price per share and
shall prepare, retain on file and transmit to the Holder within ten (10) days
after such preparation a statement describing in reasonable detail the method
used in calculating such adjustment.
F. Anything contained herein to the contrary notwithstanding, the
Corporation shall not be required to issue any fraction of a Share in connection
with the exercise
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of this Warrant, and in any case where the Holder would, except for the
provisions of this Section II.F., be entitled under the terms of this Warrant to
receive a fraction of a Share upon such exercise, the Corporation shall upon the
exercise and receipt of the Exercise Price, issue the largest number of whole
Shares purchasable upon exercise of this Warrant. The Corporation shall not be
required to make any cash or other adjustment in respect of such fraction of a
Share to which the Holder would otherwise be entitled. The Holder, by the
acceptance of this Warrant, expressly waives its right to receive a certificate
for any fraction of a Share upon exercise hereof.
G. The form of Warrant need not be changed because of any change
pursuant to this Article II in the Exercise Price or in the number of Shares of
Common Stock purchasable upon the exercise of a Warrant, and Warrants issued
after such change may state the same Exercise Price and the same number of
shares of Common Stock as are stated in the Warrants initially issued pursuant
to the Agreement.
ARTICLE
III.
REGISTRATION UNDER THE SECURITIES ACT OF 1933
A. The corporation agrees and undertakes, during the ______ (___)-month
period commencing on the Exercise Commencement Date and ending on the Expiration
Time, that if the Corporation shall seek to register an offering of its
securities, each holder of this Warrant shall be notified and shall be entitled
to elect to have included in such proposed registration, without cost or
expense, any or all of the Shares underlying the Warrants ("UNDERLYING SHARES")
(the "PIGGY-BACK RIGHTS"). In the event of such a proposed registration, the
Corporation shall furnish the holders of the Warrants or the Underlying Shares
with no less than thirty (30) days written notice prior to the proposed filing
of a registration statement. Such notice shall continue to be given by the
Corporation to such warrant holders for each proposed registration by the
Corporation until such time as all of the Underlying Shares have been
registered. Such holders shall exercise these Piggy-Back Rights by giving
written notice within twenty (20) days of the receipt of the Corporation's
notice of intention to file a registration statement.
B. If the managing Underwriter gives the Corporation and the holders of
Warrants, or the Underlying Shares which are being registered ("REGISTRABLE
SECURITIES") a written opinion that the number of Registrable Securities
requested to be included exceeds the number of securities that can be sold on
terms reasonably acceptable to the Corporation, the Company will include in the
registration only the number of Registrable Securities that the underwriters
believe can be sold on such terms. The Registrable Securities included in the
registration shall be allocated pro rata among the holders of Registrable
Securities on the basis of the total number of Registrable Securities requested
to be included in the registration.
C. The Corporation agrees to defend, indemnify and hold the Holder, its
officers, directors, partners, employees, agents, legal representatives,
successors and assigns (collectively the "HOLDER GROUP") harmless from and
against any and all loss, liability, charge, claim, damage, cost and expense
whatsoever, including, without limitation, reasonable attorneys' fees
(collectively "CLAIMS"), incurred or sustained by the Holder Group, or any of
them, in
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connection with (i) any untrue statement of a material fact contained (a) in any
registration statement, preliminary prospectus or final prospectus and each
amendment and supplement thereto (including all Exhibits) relating to the
registration or sale of this Warrant or any of the Shares of Common Stock
issuable upon exercise of this Warrant, or (b) in any application, document or
other communication executed by or on behalf of the Corporation in order to
register or qualify this Warrant or any of the Shares of Common Stock issuable
upon the exercise of this Warrant under any state's blue sky laws, PROVIDED,
HOWEVER, that the foregoing indemnity shall not apply to any such statement made
by the Company in reliance upon information provided to the Company be in
writing by any member of the Holder Group, or (ii) any breach of any
representation, warranty, covenant or agreement of the Corporation contained in
this Warrant.
D. If any indemnity is sought against the Corporation pursuant to this
Article III, the indemnified party or parties shall promptly notify the
Corporation in writing of the assertion of such Claim, and promptly furnish the
Corporation with all relevant information and copies of all pertinent documents
relating to the Claim in the indemnified party's possession or control. The
failure of the indemnified party to give notice of the claim will not affect the
indemnified party's right to indemnification hereunder, except if, and only to
the extent that, the Corporation's defense of such Claim is actually prejudiced
by reason of such failure to give such timely notice. The Corporation will
undertake and continuously defend such Claim with counsel of reputable standing,
and the indemnified party may participate in such defense by counsel of its own
choosing and its own expense. The Corporation may effect settlement of a Claim
on such terms and conditions as it shall determine, provided that, at such time
the Corporation acknowledges and reaffirms to the indemnified party its
financial responsibility for the Claim and the settlement thereof. If the
indemnified party shall be required to pay any amount with respect to said
Claim, such amount shall be paid by the Corporation to the indemnified party
upon the indemnified party giving the Corporation a written request therefor. If
the Corporation does not timely undertake or continuously defend any such Claim,
then the indemnified party will have the right to employ separate counsel in any
such action and to participate in the defense thereof, and the fees and expense
of such counsel as well as all other fees and expenses incurred by the
indemnified party in connection with such defense will be the Corporation's
obligation and responsibility. Furthermore, the indemnified party will then have
the right to defend or dispose of the Claim in such manner as it deems
advisable, and for the purposes hereof, as if such defense or disposition had
been undertaken by the Corporation.
ARTICLE
IV.
OTHER MATTERS
A. All the covenants and provisions of this Warrant by or for the
benefit of the Corporation shall bind and inure to the benefit of its successors
and assigns hereunder.
B. Notices or demands pursuant to this Warrant to be given or made by
the Holder to or on the Corporation shall be sufficiently given or made if sent
by certified or registered mail, return receipt requested, postage prepaid, and
addressed, until another address is designated in writing by the Corporation, as
follows:
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CELLPOINT INC.
ATTENTION: XXXXX HENRICCSON
3000 HILLSWOOD DRIVE
HILLSWOOD BUSINESS PARK
CHERTSEY, SURREY
KT16 0RS ENGLAND
Notices to the Holder provided for in this Warrant shall be deemed
given or made by the Corporation if sent by certified or registered mail, return
receipt requested, postage prepaid, and addressed to the Holder at its last
known address as it shall appear on the books of the Corporation.
C. The validity, interpretation and performance of this Warrant shall
be governed by the laws of the State of New York.
D. Nothing in this Warrant expressed and nothing that may be implied
from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the Corporation and the
Holder any right, remedy or claim under promise or agreement hereof, and all
covenants, conditions, stipulations, promises and agreements contained in the
Warrant shall be for the sole and exclusive benefit of the Corporation and its
successors and of the Holders it successors and, if permitted, its assignees.
E. The Article headings herein are for convenience only and are not
part of this Warrant and shall not affect the interpretation thereof.
F. Whenever required by context, the singular shall include the plural,
and vice versa.
G. For purposes of Article III only, the Holder of this Warrant shall
continue to be entitled to the rights and shall be bound by the obligations
contained in Article III of this Warrant after the Holder exercises this Warrant
and purchases the Underlying Shares, but such rights and obligations shall not
inure to the benefit of any transferee of the Underlying Shares.
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IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be
executed by its officers thereunto duly authorized as of the date set forth
below.
Date: __________, 2001
CELLPOINT INC.
By:
-----------------------------------
Xxxxx Xxxxxxxxxx, President
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EXHIBIT A
CELLPOINT INC.
Notice of Exercise
(TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THE RIGHT
TO PURCHASE COMMON STOCK EVIDENCED BY THE FOREGOING WARRANT)
CellPoint Inc.
0000 Xxxxxxxxx Xxxxx
Hillswood Business Park
Chertsey, Surrey
KT16 0RS England
Attn: Xxxxx Henriccson
The undersigned hereby irrevocably subscribes for the purchase of ____
shares of CellPoint Inc.'s $0.001 par value of common stock ("COMMON STOCK"),
pursuant to and in accordance with the terms and conditions of this Warrant, and
herewith
(i) makes payment of $ _______________ therefor; or
(ii) directs the Corporation to withhold from such __________
shares the number of shares necessary to satisfy the Exercise
Price based on the Net Issuance method described in Section
I.B.1 of this Warrant;
and requests that the certificates for the shares to be issued as requested in
this Notice of Exercise be issued in the name of and be delivered to the
undersigned at the address stated below, and, if said number of shares shall not
be all of the shares purchasable hereunder, that a new Warrant of like tenor for
the balance of the remaining shares purchasable hereunder be delivered to the
undersigned at the address stated below.
The undersigned agrees that: (1) the undersigned will not offer, sell,
transfer or otherwise dispose of any such shares of Common Stock unless either
(a) a registration statement, or post-effective amendment thereto, covering such
shares of Common Stock has been filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "ACT"), and
such sale, transfer or other disposition is accompanied by a prospectus meeting
the requirements of Section 10 of the Act forming a part of such registration
statement, or post-effective amendment thereto, which is in effect under the Act
covering the shares of Common
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Stock to be so sold, transferred or otherwise disposed of, or (b) counsel to
CellPoint Inc. reasonably satisfactory to the undersigned has rendered an
opinion in writing and addressed to CellPoint Inc. that such proposed offer,
sale, transfer or other disposition of the shares of Common Stock is exempt from
the provisions of Section 5 of the Act in view of the circumstances of such
proposed offer, sale, transfer or other disposition; and (2) CellPoint Inc., may
notify the transfer agent for its Common Stock that the certificates for the
Common Stock acquired by the undersigned are not to be transferred unless the
transfer agent receives advice from CellPoint Inc. that one or both of the
conditions referred to in (1)(a) and (1)(b) above have been satisfied.
Dated:________________________ Signed:_____________________________
Address:
-----------------------------
-----------------------------
-----------------------------
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ACKNOWLEDGEMENT OF EXERCISE
The undersigned CellPoint Inc., (the "CORPORATION"), hereby
acknowledges receipt of the "Notice of Exercise" from
_____________________________________ to purchase ______ shares of the Common
Stock of the Corporation, pursuant to the terms of the Warrant, and further
acknowledges that _______ shares remain subject to purchase under the terms of
the Warrant.
CELLPOINT INC.
By:
---------------------------------
Title:
------------------------------
Date:
-------------------------------
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EXHIBIT B
CELLPOINT INC.
Assignment
(TO BE EXECUTED BY THE REGISTERED HOLDER TO EFFECT A TRANSFER OF THE FOREGOING
WARRANT)
FOR VALUE RECEIVED, _____________________________________ hereby sells,
assigns and transfers unto ___________________________ the within Warrant and
the rights represented thereby, and does hereby irrevocably constitute and
appoint _______________________ - Attorney, to transfer said Warrant on the
books of the Corporation, with full power of substitution.
Dated:__________________________ Signed:_______________________________
Signature guaranteed:
-----------------------------
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