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EXHIBIT W
WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of December 7, 1995 (the
"Agreement"), by and among PHOENIX INFORMATION SYSTEMS CORP., a Delaware
corporation (the "Company"), S-C PHOENIX HOLDINGS, L.L.C., a limited liability
company organized under the laws of Delaware ("S-C") and QUANTUM INDUSTRIAL
PARTNERS LDC, a limited duration company organized under the laws of the Cayman
Islands ("Quantum," each of S-C and Quantum, together with the successors and
permitted assigns of each, a "Holder").
WHEREAS, the Company proposes to issue and deliver its warrant
certificates ("Warrant Certificates") evidencing 2,000,000 warrants (the
"Warrants") each to purchase one newly issued share of common stock, par value
$0.01 per share, of the Company ("Common Stock") in connection with that certain
Options Agreement, dated December 7, 1995, by and among the Company, S-C and
Quantum (the "Options Agreement").
NOW THEREFORE, in consideration of the foregoing and for the
purpose of defining the terms and provisions of the Warrants and the respective
rights and obligations thereunder of the Company and each Holder, the Company
and each Holder agree as follows:
1. Certain Definitions. The following terms, as used
in this Agreement, have the following meanings:
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(a) "Affiliate" means, with respect to S-C and Quantum, (A)(a)
any Person controlling, controlled by or under common control with S-C or
Quantum and (b) if (1) controlling S-C or Quantum, such Person has a forty
percent (40%) or more voting and beneficial ownership interest in S-C or
Quantum, (2) controlled by S-C or Quantum has a forty percent (40%) or more
voting and beneficial ownership interest in such Person and (3) under common
control with S-C or Quantum, the Person(s) having such common control have forty
percent (40%) or more voting and beneficial ownership interest in S-C or Quantum
and such Person, and (B) any Person for which Xxxxxx Xxxxx d/b/a Xxxxx Fund
Management or Chatterjee Fund Management Co. LP, a Delaware limited partnership,
is acting as investment manager or investment adviser, in each case with
investment discretion. For purposes of this definition, the term "control," when
used with respect to any Person, shall include the power to exercise discretion
over the investments of such Person, and the terms "controlling" and
"controlled" have corresponding meanings.
(b) "Business Day" means any day other than a Saturday, Sunday
or day on which banks in New York City are closed for general business.
(c) "Common Stock" has the meaning set forth in the
preamble.
(d) "Exercise Period" means the period beginning on
the Seventh Business Day following the date hereof (as defined
in the Options Agreement) and ending at 5 p.m. New York City time
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on the earlier to occur of (i) the 25th Business Day following the Acquisition
Date (as defined in the Options Agreement) and (ii) the 120th day following such
Seventh Business Day from the date hereof.
(e) "Exercise Price" means $4 per share (as provided
in Section 3 and subject to adjustment as provided in Section 4).
(f) "Expiration Date" for the Warrants means the last
day of the Exercise Period.
(g) "Holder" has the meaning set forth in the pre amble.
(h) "Investor Representative" shall be [S-C Phoenix Holdings,
L.L.C., a Delaware limited liability company, or its successor in interest, or
the assigned representative of such Person (it being agreed that at all times
there shall be no more than one Investor Representative)].
(i) "Person" means any individual, corporation, limited
liability company, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
(j) "Underlying Common Stock" means the shares of Common Stock
purchasable by each Holder upon the exercise of the Warrants.
(k) "Warrants" has the meaning set forth in the preamble.
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(1) "Warrant Certificates" means the certificates
evidencing the Warrants.
2. Issue of Warrants. The Warrant Certificates shall be in
registered form only and substantially in the form attached hereto as Exhibit A,
shall be dated the date on which signed by an authorized signatory of the
Company and may have such legends and endorsements typed, stamped or printed
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement and the Options Agreement. Warrant Certificates
evidencing 2,000,000 Warrants may be executed by any authorized officer of the
Company. Warrant Certificates evidencing all 2,000,000 Warrants shall be
delivered in the names of the Holders to the Investor Representative at the
closing of the Acquisition (as defined in the Options Agreement).
3. Exercise Price; Exercise of Warrants.
(a) Exercise Price. Each Warrant shall entitle
the Holder, subject to the provisions of this Agreement, to purchase one share
of Common Stock at a purchase price per share equal to the Exercise Price.
(b) Exercise of Warrants Generally.
(1) Exercise During Exercise Period. The
aggregate number of Warrants that may be exercised at any time during the
Exercise Period shall be 2,000,000. All Warrants not exercised during the
Exercise Period shall expire at 5 p.m. New York City time on the Expiration
Date.
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(2) Liquidation Event. If the Company
is liquidated in accordance with the provisions of its Certificate of
Incorporation, then the Warrants shall be deemed to have been exercised.
(3) Method of Exercise; Payment of
Exercise Price. In order to exercise any or all of the Warrants repre sented by
a Warrant Certificate, the Holder thereof must sur render the Warrant
Certificate to the Company for exercise, with the reverse side of the Warrant
Certificate duly executed, together with any required payment in full of the
Exercise Price for each share of Underlying Common Stock to which such Holder is
entitled, any such payment of the Exercise Price to be made by check or wire
transfer to an account designated by the Company. If a Holder elects to exercise
only a portion of the Warrants represented by the Warrant Certificate or
Certificates registered in its name, then the remaining portion of such Warrants
shall be returned to such Holder in the form of a new Warrant Certificate. Upon
surrender of a Warrant Certificate and the payment of the Exercise Price in
conformity with the fore going provisions, the Company shall promptly issue to
the Holder of such Warrant Certificate share certificates representing the
Underlying Common Stock to which such Holder is entitled, registered in the name
of such Holder or the name or names of such Affiliates of such Holder as may be
directed in writing by such Holder, and shall deliver such share certificates to
the Person or Persons entitled to receive the same. The Company
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shall issue such share certificates within five Business Days after the payment
of the Exercise Price of the Warrants by such Holder, but such shares shall be
deemed issued and outstanding on the date the Warrant is exercised and the
Exercise Price is paid to the Company.
(c) Exercise by Surrender of Warrant; Exercise
with Shares of Common Stock. In the event that the Acquisition (as defined in
the Options Agreement) is consummated, in addition to the method of exercise set
forth in Section 3(b)(3) above and in lieu of any cash payment required
thereunder, each Holder shall have the right at any time and from time to time
to exercise the Warrants in full or in part (i) by surrendering its Warrant
Certificate in the manner specified in Section 3(b)(3) in exchange for the
number of shares of Common Stock equal to the product of (x) the number of
shares as to which the Warrants are being exercised multiplied by (y) a
fraction, the numerator of which is the Market Price (as defined hereafter) of
the Common Stock less the Exercise Price and the denominator of which is such
Market Price, or (ii) by surrendering the Warrant Certificate in the manner
specified in Section 3(b)(3) above and making any required payment in whole or
in part of the Exercise Price for each share of Underlying Common Stock to which
such Holder is entitled with shares of Common Stock (valued at the Market
Price). As used herein, "Market Price" shall mean the average of the closing
prices of the Common Stock sales on all domestic exchanges on which the Common
Stock may at the time be
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listed, or, if there shall have been no sales on any such exchange on any day,
the average of the highest bid and lowest asked prices on all such exchanges at
the end of such day, or, if on any day the Common Stock shall not be so listed,
the average of the representative bid and asked prices quoted in the NASDAQ
System as of 3:30 p.m. New York City time, or if on any day the Common Stock
shall not be quoted in the NASDAQ System, the average of the high and low bid
and asked prices on such day in the domestic over-the-counter market as reported
by the National Quotation Bureau, Incorporation or any similar successor
organization, in each such case averaged over a period of 10 consecutive
Business Days immediately prior to through 20 Business Days immediately
following the Acquisition (as defined in the Options Agreement); provided that
if the Common Stock is listed on any domestic exchange the term "Business Days"
as used in this sentence shall mean business days on which such exchange is open
for trading. If at any time the Common Stock is not listed on any domestic
exchange or quoted in the NASDAQ System or the domestic over-the-counter market,
the Market Price shall be deemed to be the fair market value thereof as of the
date of exercise, determined by an independent appraiser selected by the Company
and acceptable to the Holders.
4. Adjustments. The Exercise Price shall be subject
to adjustment as follows:
(a) In the event the Company shall issue
additional shares of Common Stock (or securities convertible into
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or exchangeable for Common Stock) in a stock dividend, stock distribution or
subdivision paid with respect to Common Stock, or declare any dividend or other
distribution payable with additional shares of Common Stock (or securities
convertible into or exchangeable for Common Stock) with respect to Common Stock
or effect a split or subdivision of the outstanding shares of Common Stock, the
Exercise Price shall, concurrently with the effectiveness of such stock
dividend, stock distribution or subdivision, or the earlier declaration thereof,
be proportionately decreased.
(b) In the event the outstanding shares of
Common Stock shall be combined or consolidated, by reclassification or
otherwise, into a lesser number of shares of Common Stock, the Exercise Price
shall, concurrently with the effectiveness of such combination or consolidation,
be proportionately increased.
(c) In the event of any consolidation or merger
of the Company with or into another corporation or the conveyance of all or
substantially all of the assets of the Company to another corporation or entity,
the Warrants shall thereafter be exercisable for the number of shares of capital
stock or other securities or property to which a holder of the number of shares
of Common Stock deliverable upon conversion hereof would have been entitled upon
such consolidation, merger or conveyance; and, in any such case, appropriate
adjustment shall be made in the application of the provisions herein set forth
with respect to the rights and interests of each Holder thereafter, to the end
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that the provisions set forth herein (including provisions with respect to
adjustments in the Exercise Price) shall thereafter be applicable, as nearly as
may be practicable, in relation to any shares of stock or other property
thereafter deliverable upon the exercise of Warrants. At the request of a
Holder, the resulting or surviving entity in any such consolidation or merger,
if other than the Company, shall acknowledge in writing such Holder's rights
hereunder.
5. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity satisfactory to it, and
(in the case of mutilation) upon surrender and cancellation thereof, then, in
the absence of notice to the Company that the Warrants represented thereby have
been acquired by a bona fide purchaser, the Company shall deliver to the Holder
of such Warrant Certificate, in exchange for or in lieu of the lost, stolen,
destroyed or mutilated Warrant Certificate, a new Warrant Certificate of the
same tenor and for a like aggregate number of Warrants. Upon the issuance of any
new Warrant Certificate under this Section 5, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation thereto and other expenses in connection herewith.
Every new Warrant Certificate executed and delivered pursuant to this Section 5
in lieu of any lost, stolen or destroyed Warrant Certificate shall constitute a
contractual obligation of the Company, whether or
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not the allegedly lost, stolen or destroyed Warrant Certificate shall be at any
time enforceable by anyone, and shall be entitled to the benefit of this
Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section 5 are exclusive and shall preclude (to the extent lawful) all other
rights or remedies with respect to the replacement of mutilated, lost, stolen,
or destroyed Warrant Certificates.
6. Reservation and Authorization of Common Stock. The Company
shall, at all times until the Warrants have been exercised or have expired,
reserve and keep available for issue upon the exercise of Warrants such number
of its authorized but unissued shares of Common Stock as is sufficient for the
purpose of permitting the exercise in full of all outstanding Warrants.
7. Limitations on Transfer; Warrant Transfer Books.
The Warrants may be sold, transferred, pledged, assigned, hypothecated or
otherwise disposed of (collectively, "transferred") only to Affiliates of a
Holder. The Company shall cause to be kept at the principal executive office of
the Company a register in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide the registration of Warrant
Certificates and transfers or exchanges of Warrant Certificates as herein
provided.
The Holder of a Warrant Certificate, by its acceptance
thereof, covenants and agrees that the Warrants are being acquired, and the
Underlying Common Stock to be purchased upon
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the exercise of this Warrant will be acquired, as an investment and not with a
view to the distribution thereof and will not be sold or transferred except in
accordance with the applicable provisions of the Securities Act of 1933, as
amended (the "Act") and the rules and regulations promulgated thereunder, and
that neither this Warrant nor any of the Underlying Common Stock may be offered
or sold except (i) pursuant to an effective registration statement under the
Act, (ii) to the extent applicable, pursuant to Rule 144 under the Act (or any
similar rule under the Act relating to the disposition of securities), or (iii)
pursuant to an exemption from registration under the Act. Upon exercise of any
Warrant, the Holder thereof shall deliver to the Company a Certificate of
Representation as set forth in the Options Agreement.
The Warrant Certificates and, upon exercise of the Warrants,
in part or in whole, certificates representing the Underlying Common Stock shall
bear a legend substantially similar to the following:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), and may not be offered or sold except (i) pursuant to
an effective registration statement under the Act, (ii) to the
extent applicable, pursuant to Rule 144 under the Act (or any
similar rule under the Act relating to the disposition of
securities), or (iii) pursuant to an exemption from
registration under the Act."
At the option of a Holder, Warrant Certificates may be
exchanged at such office upon payment of the charges hereinafter
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provided. Whenever any Warrant Certificates are so surrendered for exchange, the
Company shall execute and deliver the Warrant Certificates that the Holder
thereof is entitled to receive. All Warrant Certificates issued upon any
registration of transfer or exchange of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such registration of transfer or exchange.
Every Warrant Certificate surrendered for registration of
transfer or exchange shall (if so required by the Company) be duly endorsed, or
be accompanied by a written instrument of transfer in form satisfactory to the
Company duly executed by the Holder thereof. No service charge shall be made for
any registration of transfer or exchange of Warrant Certificates. The Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer of
Warrant Certificates.
8. No Voting or Dividend Rights. Prior to the exercise of the
Warrants, neither Holder, as a Holder of Warrant Certificates, shall be entitled
to any rights of a shareholder of the Company, including, without limitation,
the right to vote, to receive dividends or other distributions or to exercise
any preemptive right, but each Holder of Warrant Certificates shall receive all
notices sent to shareholders of the Company,
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including any notice of meetings of shareholders, and shall have the right to
attend or observe such meetings.
9. Termination. Notwithstanding anything in this Agreement to
the contrary, if a Holder materially breaches its obligations under the Options
Agreement with respect to the Call Option (as such term is defined in the Option
Agreement), this Agreement shall terminate upon such breach with respect to the
breaching Holder. In the event of termination as provided herein, this
Agreement, including all unexercised Warrants issued to such breaching Holder,
shall become void with respect to such Holder. Nothing in this Section 9 shall
be construed to limit any right or remedy of the Company in the event of such
breach.
10. Notices. Any notice, demand or delivery authorized by this
Agreement shall be in writing and shall be sufficiently given or made upon
receipt thereof, if made by personal delivery or facsimile transmission (with
confirmed receipt thereof), or four Business Days after mailed, if sent by
first-class mail, postage prepaid, addressed to the Investor Representative or
the Company, as the case may be, at their respective addresses below, or such
other address as shall have been furnished in accordance with this Section 10 to
the party giving or making such notice, demand or delivery:
(a) If to the Company, to it at:
Phoenix Information Systems Corp.
000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Chairman
Facsimile: 000-000-0000
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(b) If to the Holder, to the Investor
Representative at:
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c/o The Chatterjee Group
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxx
Facsimile: 000-000-0000
With a copy to: Xxxxx X. Xxxxxxx, Esq.
[With a copy to:
Xxxxx Fund Management
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Facsimile: 000-000-0000]
11. Applicable Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without regard to the
conflicts of law principles thereof. The Company and each Holder hereby submit
to the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York State court sitting in New
York City for purposes of all legal proceedings arising out of or relating to
this Agreement and the transactions contemplated hereby. The Company and each
Holder irrevocably waive, to the fullest extent permitted by law, any objection
which they may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum.
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12. Successors and Assigns. The provisions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties. Neither Holder may assign any of its rights
hereunder separate from a transfer of the Warrants in accordance with Section 7
hereof. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
13. Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement in any number of separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
14. Captions and Headings. The captions and headings used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
15. Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and each Holder.
Any amendment or waiver effected in accordance with this paragraph shall be
binding upon each Holder, each future holder of the Warrants and the Company.
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16. Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provisions shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
PHOENIX INFORMATION SYSTEMS CORP.
By
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Name:
Title:
S-C PHOENIX HOLDINGS, L.L.C.
By
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Name:
Title:
QUANTUM INDUSTRIAL PARTNERS LDC
By
-------------------------------
Name:
Title:
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EXHIBIT A
FORM OF WARRANT CERTIFICATE
THE WARRANTS REPRESENTED BY THIS CERTIFICATE
AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT
APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE ACT.
THIS WARRANT CERTIFICATE AND THE WARRANTS
REPRESENTED HEREBY ARE TRANSFERABLE ONLY
IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN
THE WARRANT AGREEMENT REFERRED TO BELOW.
WARRANTS TO PURCHASE COMMON STOCK
OF PHOENIX INFORMATION SYSTEMS CORP.
No.___ 2,000,000 Warrants
This certifies that _________________________ is the owner of
the number of Warrants set forth above, each of which represents the right to
purchase from PHOENIX INFORMATION SYSTEMS CORP., a Delaware corporation (the
"Company"), the number of shares of Common Stock, par value $0.01 per share, of
the Company ("Common Stock") determined in accordance with the Warrant Agreement
referred to below at the purchase price set forth in the Warrant Agreement (the
"Exercise Price"), upon surrender hereof at the office of the Company at 000
Xxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, Xxxxxxx 00000 with the Exercise
Subscription Form on the reverse hereof duly executed and with payment in full
(by bank check or wire transfer to an account designated by the Company) of the
purchase price for the shares as to which the Warrant(s)
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represented by this Warrant Certificate are exercised, or by surrender of this
Warrant Certificate in lieu of cash payment, all subject to the terms and
conditions hereof and of the Warrant Agreement referred to below. The Warrants
will expire at 5 p.m. New York City time on the Expiration Date.
This Warrant Certificate is issued under and in accordance
with a Warrant Agreement, dated as of November ____, 1995 (the "Warrant
Agreement"), among the Company and S-C Phoenix Holdings, L.L.C. and Quantum
Industrial Partners LDC, is subject to the terms and provisions contained
therein, to all of which terms and provisions the holder of this Warrant
Certificate consents by acceptance hereof. The Warrant Agreement is hereby
incorporated herein by reference and made a part hereof. Reference is hereby
made to the Warrant Agreement for a full description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Company and the
holders of the Warrants. Capitalized defined terms used herein have the same
meanings as in the Warrant Agreement. Copies of the Warrant Agreement are on
file at the office of the Company and may be obtained by writing to the Company
at the following address:
000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
The number of shares of the Common Stock of the Company purchasable upon the
exercise of each Warrant and the price per share are set forth in the Warrant
Agreement.
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All shares of Common Stock issuable by the Company upon the
exercise of Warrants and the payment of the Exercise Price therefor shall be
validly issued, fully paid and nonassessable. The Company shall not be required,
however, to pay any tax, withholding or other charge imposed in connection with
the issuance of any shares of Common Stock upon the exercise of Warrants, and,
in such case, the Company shall not be required to issue or deliver any stock
certificate until such tax, withholding or other charge has been paid or it has
been established to the Company's satisfaction that no tax, withholding or other
charge is due. This Warrant Certificate and all rights hereunder are
transferable, subject to the terms of the Warrant Agreement, by the registered
holder hereof, in whole or in part, upon surrender of this Warrant Certificate
duly endorsed, or accompanied by a written instrument of transfer in form
satisfactory to the Company duly executed by the registered holder and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer. Upon any partial transfer, the Company will issue and deliver to
such holder a new Warrant Certificate or Certificates with respect to any
portion not so transferred.
This Warrant Certificate shall be void and all rights
represented hereby shall cease on the Expiration Date.
Dated:___________, 19__
PHOENIX INFORMATION SYSTEMS CORP.
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By
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Name:
Title:
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FORM OF REVERSE OF WARRANT CERTIFICATE
EXERCISE SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
To: Phoenix Information Systems Corp.
The undersigned irrevocably exercises ____________ of the
Warrants evidenced by this Warrant Certificate for the purchase of shares of
Common Stock, par value $0.01 per share, of PHOENIX INFORMATION SYSTEMS CORP.
and has arranged to make payment of $___________ (such payment being made by
bank check or wire transfer to the account designated by Phoenix Information
Systems Corp., and constituting the Exercise Price (as defined in the Warrant
Agreement) for the shares as to which the Warrants evidenced by this Warrant
Certificate are exercised) or has surrendered this Warrant Certificate in lieu
of cash payment in accordance with the terms of Section 3(c) of the Warrant
Agreement, all on the terms and conditions specified in this Warrant Certificate
and the Warrant Agreement herein referred to. The undersigned has delivered to
the Company the Certificate of Representations as set forth in the Warrant
Agreement. The undersigned hereby irrevocably surrenders this Warrant
Certificate and all right, title and interest therein to Phoenix Information
Systems Corp. and directs that the shares of Common Stock deliverable upon the
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exercise of said Warrants be registered or placed in the name and at the address
specified below and delivered thereto.
Date:_________, 19__.
1/
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Signature of Owner
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(Street Address)
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(City) (State) (Zip Code)
Securities and/or check to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
------------------------
1/ The signature must correspond with the name as written upon the face of
this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.
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FORM OF ASSIGNMENT
For VALUE RECEIVED, the undersigned registered holder of this
Warrant Certificate hereby sells, assigns and transfers unto the Assignee(s)
named below (including the undersigned with respect to any Warrants constituting
a part of the Warrants evidenced by this Warrant Certificate not being assigned
hereby) all of the right of the undersigned under this Warrant Certificate, with
respect to the number of Warrants set forth below:
Social Security
Names of or other Identifying Number of
Assignees Address Number of Assignee(s) Warrants
--------- ------- --------------------- --------
and does hereby irrevocably constitute and appoint _______________ the
undersigned's attorney to make such transfer on the books of Phoenix Information
Systems Corp. maintained for the purpose, with full power of substitution.
Dated: ___________, 19__
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(1) The signature must correspond with the name as written upon the face of
this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.
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