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Exhibit 2.14
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APPLIEDTHEORY CORPORATION
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Issue Date:
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Common Stock Purchase Warrant, $.01 Purchase Price
APPLIEDTHEORY CORPORATION, a Delaware corporation (the "COMPANY"),
hereby certifies that for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, _________________ having an
address at _________________________________________________ ("PURCHASER") or
any other Warrant Holder is entitled, on the terms and conditions set forth
below, to purchase from the Company at any time beginning on the date hereof and
ending on the fifth anniversary of the Issue Date, ___________________ fully
paid and nonassessable shares of Common Stock, par value $0.01, of the Company
(the "COMMON STOCK"), at a purchase price per share of Common Stock equal to
$0.01, (the "PURCHASE PRICE"), as the same may be adjusted pursuant to Section 5
herein.
1. DEFINITIONS.
(a) The term "ACT" shall mean the Securities Act of 1933, as amended.
(b) The term "AGGREGATION PARTY" shall have the meaning set forth in
Section 9(a).
(c) The term "AGREEMENT" shall mean the Purchase Agreement dated as of
June 5, 2000, between, among others, the Company and the Investors signatory
thereto.
(d) The term "APPROVED MARKETS" shall mean the New York Stock Exchange,
the American Stock Exchange and the NASDAQ National Market System.
(e) The term "CHANGE IN CONTROL TRANSACTION" shall mean the occurrence
of any of the following after the Closing Date, (x) any consolidation or merger
of the Company with or into any other corporation or other entity or person
(whether or not the Company is the surviving corporation), or any other
corporate reorganization or transaction or series of related transactions in
which in excess of 50% of the Company's voting power is transferred through a
merger, consolidation, tender offer or similar transaction, or (y) any person
(as defined in Section 13(d) of the
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Exchange Act together with its affiliates and associates (as such terms are
defined in Rule 405 under the Act), beneficially owns or is deemed to
beneficially own (as described in Rule 13d-3 under the Exchange Act without
regard to the 60-day exercise period) in excess of 50% of the Company's power.
(f) The term "ISSUE DATE" shall mean ___________.
(g) The term "COMMON STOCK" shall mean have the meaning set forth in
the preamble.
(h) The term "COMMON STOCK EQUIVALENT" shall have the meaning set forth
in Section 5(b).
(i) The term "COMPANY" shall have the meaning set forth in the
preamble.
(j) The term "COVENANT TIME" shall have the meaning set forth in
Section 9(a).
(k) The term "DEEMED BENEFICIALLY OWNED" shall have the meaning set
forth in Section 10(a).
(l) The term "DELIVERABLE SHARES" shall have the meaning set forth in
Section 2(b).
(m) The term "DTC shall have the meaning set forth in Section 3(a).
(n) The term "DWAC" shall have the meaning set forth in Section 3(a).
(o) The term "EFFECTIVE REGISTRATION" shall have the meaning specified
in the Agreement.
(p) The term "EXCHANGE ACT" shall mean the Securities and Exchange Act
of 1934, as amended.
(q) The term "FAIR MARKET VALUE" shall have the meaning set forth in
Section 3(b).
(r) The term "FAST" shall have the meaning set forth in Section 3(a).
(s) The term "PRINCIPAL MARKET " shall have the meaning set forth in
Section 3(b).
(t) The term "PURCHASE PRICE" shall have the meaning set forth in the
Preamble.
(u) The term "PURCHASER" shall have the meaning set forth in the
Preamble.
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(v) The term "REGISTRATION RIGHTS AGREEMENT" shall mean the
Registration Rights Agreement, dated as of June 5, 2000, between the Company and
the Investor signatory thereto.
(w) The term "RESTRICTION OWNERSHIP PERCENTAGE" shall have the meaning
set forth in Section 10(a).
(x) The term "SEC" shall have the meaning set forth in Section 3(b).
(y) The term "SUBSCRIPTION NOTICE" shall have the meaning set forth in
Section 2(a).
(z) The term "SURRENDERED SHARES" shall have the meaning set forth in
Section 2(b).
(aa) The term "T+3 " shall have the meaning set forth in Section 3(a).
(bb) The term "TRADING DAY" shall mean a day on which there is trading
on the NASDAQ National Market System or other Approved Market on which the
Common Stock is then principally traded.
(cc) The term "TRIGGERING ACQUISITION" shall have the meaning set forth
in Section 9(a).
(dd) The term "TRIGGERING SHARES" shall have the meaning set forth in
Section 9(a).
(ee) The term "WARRANT HOLDER" shall mean the Purchaser or any assignee
of all or any portion of this Warrant.
(ff) The term "WARRANT SHARES" shall mean the shares of Common Stock or
other securities issuable upon exercise of this Warrant.
2. EXERCISE OF WARRANT.
This Warrant may be exercised by the Warrant Holder, in whole or in part, at
any time and from time to time by either of the following methods:
(a) The Warrant Holder may surrender this Warrant, together with a form
of subscription in the form attached hereto duly executed by Warrant Holder
("SUBSCRIPTION NOTICE"), at the offices of the Company or any transfer agent for
the Common Stock; or
(b) The Warrant Holder may also exercise this Warrant, in whole or in
part, in a "cashless" or "net-issue" exercise by delivering to the offices of
the Company or any transfer agent for the Common Stock this Warrant, together
with a Subscription Notice specifying the number of Warrant Shares to be
delivered to such Warrant Holder ("DELIVERABLE SHARES") and the number of
Warrant Shares with respect to which this
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Warrant is being surrendered in payment of the aggregate Purchase Price for the
Deliverable Shares ("SURRENDERED SHARES"); provided that the Purchase Price
multiplied by the number of Deliverable Shares shall not exceed the value of the
Surrendered Shares. For the purposes of this provision, each Surrendered Share
will be attributed a value equal to the fair market value (as defined below) of
the Warrant Share minus the Purchase Price of the Warrant Share.
In the event that the Warrant is not exercised in full, the number of Warrant
Shares shall be reduced by the number of such Warrant Shares for which this
Warrant is exercised and/or surrendered, and the Company, at its expense, shall
within three (3) Trading Days issue and deliver to or upon the order of Warrant
Holder a new Warrant of like tenor in the name of Warrant Holder or as Warrant
Holder (upon payment by Warrant Holder of any applicable transfer taxes) may
request, reflecting such adjusted Warrant Shares.
3. DELIVERY OF STOCK CERTIFICATES.
(a) Subject to the terms and conditions of this Warrant, as soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) Trading Days thereafter, the Company shall transmit
certificates of the Warrant Shares (together with any other stock or other
securities or property to which Warrant Holder is entitled upon exercise) by
messenger or overnight delivery service to reach the address designated by such
holder within three (3) Trading Days after the receipt of the Subscription
Notice ("T+3"). If such certificates are not received by the Warrant Holder
within T+3, then the Warrant Holder will be entitled to revoke and withdraw its
exercise of its Warrant at any time prior to its receipt of those certificates.
In lieu of delivering physical certificates representing the Warrant
Shares deliverable upon exercise of Warrants, provided the Company's transfer
agent is participating in the Depository Trust Company ("DTC") Fast Automated
Securities Transfer ("FAST") program, upon request of the Warrant Holder, the
Company shall use its best efforts to cause its transfer agent to electronically
transmit the Warrant Shares issuable upon exercise to the Warrant Holder, by
crediting the account of Warrant Holder's prime broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC") system. The time periods for
delivery described above shall apply to the electronic transmittals through the
DWAC system. The parties agree to coordinate with DTC to accomplish this
objective. The exchange pursuant to Section 3 shall be deemed to have been made
immediately prior to the close of business on the date of the Subscription
Notice. The person or persons entitled to receive the Warrant Shares issuable
upon such exercise shall be treated for all purposes as the record holder or
holders of such Warrant Shares at the close of business on the date of the
Subscription Notice.
(b) This Warrant may not be exercised as to fractional shares of Common
Stock. In the event that the exercise of this Warrant, in full or in part, would
result in the issuance of any fractional share of Common Stock, then in such
event the Warrant Holder shall be entitled to cash equal to the fair market
value of such fractional
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share. For purposes of this Warrant, "FAIR MARKET VALUE" shall equal the closing
trading price of the Common Stock on the Approved Market which is the principal
trading exchange or market for the Common Stock (the "PRINCIPAL MARKET") on the
date of determination or, if the Common Stock is not listed or admitted to
trading on any Approved Market, the average of the closing bid and asked prices
on the over-the-counter market as furnished by any New York Stock Exchange
member firm reasonably selected from time to time by the Company for that
purpose and reasonably acceptable to the Warrant Holder, or, if the Common Stock
is not listed or admitted to trading on any Approved Market or traded
over-the-counter and the average price cannot be determined a contemplated
above, the fair market value of the Common Stock shall be as reasonably
determined in good faith by the Company's board of directors with the
concurrence of the Warrant Holder.
4. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
(a) The Warrant Shares, when issued in accordance with the terms
hereof, will be duly authorized and, when paid for or issued in accordance with
the terms hereof, shall be validly issued, fully paid and non-assessable. The
Company has authorized and reserved for issuance to Warrant Holder the requisite
number of shares of Common Stock to be issued pursuant to this Warrant.
(b) The Company shall at all times reserve and keep available, solely
for issuance and delivery as Warrant Shares hereunder, 200% of such number of
shares of Common Stock as shall from time to time be issuable hereunder.
(c) With a view to making available to the Warrant Holder the benefits
of Rule 144 promulgated under the Act and any other rule or regulation of the
Securities and Exchange Commission ("SEC") that may at any time permit Warrant
Holder to sell securities of the Company to the public without registration, the
Company agrees to use its best efforts to:
(i) make and keep public information available, as those terms
are understood and defined in Rule 144, at all times;
(ii) file with the SEC in a timely manner all reports and other
documents required of the Company under the Act and the Exchange Act;
and
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(iii) furnish to any Warrant Holder forthwith upon request a
written statement by the Company that it has complied with the reporting
requirements of Rule 144 and of the Act and the Exchange Act, a copy of
the most recent annual or quarterly report of the Company, and such
other reports and documents so filed by the Company as may be reasonably
requested to permit any such Warrant Holder to take advantage of any
rule or regulation of the SEC permitting the selling of any such
securities without registration.
5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of and
kind of securities purchasable upon exercise of this Warrant and the Purchase
Price shall be subject to adjustment from time to time as follows:
(a) Subdivisions, Combinations and other Issuances. If the Company
shall at any time after the date hereof but prior to the expiration of this
Warrant subdivide its outstanding securities as to which purchase rights under
this Warrant exist, or combine its outstanding securities as to which purchase
rights under this Warrant exist, the number of Warrant Shares as to which this
Warrant is exercisable as of the date of such subdivision or combination shall
forthwith be proportionately increased in the case of a subdivision, or
proportionately decreased in the case of a combination. Appropriate proportional
adjustments (decrease in the case of subdivision, increase in the case of
combination) shall also be made to the Purchase Price payable per share, so that
the aggregate Purchase Price payable for the total number of Warrant Shares
purchasable under this Warrant as of such date shall remain the same as it would
have been before such subdivision or combination.
(b) Stock Dividend. If at any time after the date hereof the Company
declares a dividend or other distribution on Common Stock payable in Common
Stock or other securities or rights convertible into or exchangeable for Common
Stock ("COMMON STOCK EQUIVALENTS") without payment of any consideration by
holders of Common Stock for the additional shares of Common Stock or the Common
Stock Equivalents (including the additional shares of Common Stock issuable upon
exercise or conversion thereof), then, once the Warrant Holder exercises the
Warrant, in whole or in part, the Warrant Holder shall be entitled to receive
such shares of Common Stock or Common Stock Equivalents (including the
additional shares of Common Stock issuable upon exercise or conversion thereof)
that the Warrant Holder would have been entitled to receive had the Warrant
Holder made such exercise prior to the record date for such dividend or
distribution .
(c) Other Distributions. To the extent that Section 5(b) does not
apply, if at any time after the date hereof the Company distributes to holders
of its Common Stock, other than as part of its dissolution, liquidation the
winding up of its affairs, any shares of its capital stock, any evidence of
indebtedness or any of its assets (other than Common Stock), then, once the
Warrant Holder exercises the Warrants, in whole or in part, the Warrant Holder
shall be entitled to receive such shares of such capital stock, evidence of
indebtedness or assets that the Warrant Holder would have
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been entitled to receive had the Warrant Holder made such exercise prior to the
record date for such distribution.
(d) Merger, etc. If at any time after the date hereof there shall be a
merger or consolidation of the Company with or into or a transfer of all or
substantially all of the assets of the Company to another entity, then the
Warrant Holder shall be entitled to receive upon or after such transfer, merger
or consolidation becoming effective, and upon payment of the Purchase Price then
in effect, the number of shares or other securities or property of the Company
or of the successor corporation resulting from such merger or consolidation,
which would have been received by Warrant Holder for the shares of stock subject
to this Warrant had this Warrant been exercised just prior to such transfer,
merger or consolidation becoming effective or to the applicable record date
thereof, as the case may be. The Company will not merge or consolidate with or
into any other corporation, or sell or otherwise transfer its property, assets
and business substantially as an entirety to another corporation, unless the
corporation resulting from such merger or consolidation (if not the Company), or
such transferee corporation, as the case may be, shall expressly assume, by
supplemental agreement reasonably satisfactory in form and substance to the
Warrant Holder, the due and punctual performance and observance of each and
every covenant and condition of this Warrant to be performed and observed by the
Company.
(e) Reclassification, etc. If at any time after the date hereof there
shall be a reorganization or reclassification of the securities as to which
purchase rights under this Warrant exist into the same or a different number of
securities of any other class or classes, then the Warrant Holder shall
thereafter be entitled to receive upon exercise of this Warrant, during the
period specified herein and upon payment of the Purchase Price then in effect,
the number of shares or other securities or property resulting from such
reorganization or reclassification, which would have been received by the
Warrant Holder for the shares of stock subject to this Warrant had this Warrant
at such time been exercised.
6. NO IMPAIRMENT. The Company will not, by amendment of its Certificate
of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the Warrant Holder
against impairment. Without limiting the generality of the foregoing, the
Company (a) will not increase the par value of any Warrant Shares above the
amount payable therefor on such exercise, and (b) will take all such action as
may be reasonably necessary or appropriate in order that the Company may validly
and legally issue fully paid and nonassessable Warrant Shares on the exercise of
this Warrant.
7. NOTICE OF ADJUSTMENTS. Whenever the Purchase Price or number of Shares
purchasable hereunder shall be adjusted pursuant to Section 5 hereof, the
Company shall execute and deliver to the Warrant Holder a certificate setting
forth, in reasonable detail, the event requiring the adjustment, the amount of
the adjustment, the
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method by which such adjustment was calculated and the Purchase Price and number
of shares purchasable hereunder after giving effect to such adjustment, and
shall cause a copy of such certificate to be mailed (by first class mail,
postage prepaid) to the Warrant Holder.
8. RIGHTS AS STOCKHOLDER. Prior to exercise of this Warrant, the Warrant
Holder shall not be entitled to any rights as a stockholder of the Company with
respect to the Warrant Shares, including (without limitation) the right to vote
such shares, receive dividends or other distributions thereon or be notified of
stockholder meetings. However, in the event of any taking by the Company of a
record of the holders of any class of securities for the purpose of determining
the holders thereof who are entitled to receive any dividend (other than a cash
dividend) or other distribution, any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, the Company shall mail to each Warrant
Holder, at least 10 Trading Days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and the amount and character of such
dividend, distribution or right.
9. LIMITATION ON EXERCISE.
(a) Notwithstanding anything to the contrary contained herein, this
Warrant may not be exercised by the Warrant Holder to the extent that, after
giving effect to Warrant Shares to be issued pursuant to a Subscription Notice,
the total number of shares of Common Stock deemed beneficially owned by such
holder (other than by virtue of ownership of this Warrant, or ownership of other
securities that have limitations on the holder's rights to convert or exercise
similar to the limitations set forth herein), together with all shares of Common
Stock deemed beneficially owned by the holder's "affiliates" (as defined in Rule
144 of the Act) that would be aggregated for purposes of determining whether a
group under Section 13(d) of the EXCHANGE ACT exists (an "AGGREGATION PARTY"),
would exceed 9.9% (the "RESTRICTED OWNERSHIP PERCENTAGE") of the total issued
and outstanding shares of the Company's Common Stock; provided that (w) the
Warrant Holder shall have the right at any time and from time to time to reduce
its Restricted Ownership Percentage immediately upon notice to the Company or in
the event of a Change in Control Transaction, (x) the Warrant Holder shall have
the right at any time and from time to time to increase its Restricted Ownership
Percentage or otherwise waive in whole or in part the restrictions of this
Section 9 or immediately in the event of a Change in Control Transaction, and
(y) the Warrant Holder can make subsequent adjustments pursuant to (w) or (x)
any number of times from time to time (which adjustment shall be effective
immediately if it results in a decrease in the Restricted Ownership Percentage
or in the event of a Change in Control Transaction if it results in an increase
in the Restricted Ownership Percentage). Without limiting the foregoing, in the
event of a Change in Control Transaction, the Warrant Holder may reinstate
immediately (in whole or in part) the requirement that any increase in its
Restricted Ownership Percentage be subject to subsequent Change in Control
Transactions. For this purpose, any material modification of the terms of a
Change in Control Transaction will be deemed to create a new Change in Control
Transaction. The term "DEEMED BENEFICIALLY OWNED" as used in this Warrant shall
exclude shares that
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might otherwise be deemed beneficially owned by reason of the exercisability of
the Warrants.
(b) Each time (a "COVENANT TIME") the Warrant Holder makes a Triggering
Acquisition (as defined below) of shares of Common Stock (the "TRIGGERING
SHARES"), the Warrant Holder will be deemed to covenant that it will not, during
the balance of the day on which such Triggering Acquisition occurs, and during
the 61-day period beginning immediately after that day, acquire additional
shares of Common Stock pursuant to rights-to-acquire existing at that Covenant
Time, if the aggregate amount of such additional shares so acquired (without
reducing that amount by any dispositions) would exceed (x) the Restricted
Ownership Percentage of the number of shares of Common Stock outstanding at that
Covenant Time (including the Triggering Shares) minus (y) the number of shares
of Common Stock actually owned by the Warrant Holder at that Covenant Time
(regardless of how or when acquired, and including the Triggering Shares). A
"TRIGGERING ACQUISITION" means the giving of a Subscription Notice or any other
acquisition of Common Stock by the Warrant Holder or an aggregation party;
provided, however, that with respect to the giving of such Subscription Notice,
if the associated issuance of shares of Common Stock does not occur, such event
shall cease to be a Triggering Acquisition and the related covenant under this
Section 9 shall terminate. At each Covenant Time, the Warrant Holder shall be
deemed to waive any right it would otherwise have to acquire Common Shares to
the extent that such acquisition would violate any covenant given by the Warrant
Holder under this paragraph. For the avoidance of doubt:
(i) The covenant to be given pursuant to this paragraph will be
given at every Covenant Time and shall be calculated based on the
circumstances then in effect. The making of a covenant at one Covenant
Time shall not terminate or modify any prior covenants.
(ii) The Warrant Holder may therefore from time to time be
subject to multiple such covenants, each one having been made at a
different Covenant Time, and some possibly being more restrictive than
others. The Warrant Holder must comply with all such covenants then in
effect.
(c) The delivery of a Subscription Notice by the Warrant Holder shall
be deemed a representation by the Warrant Holder that it is in compliance with
this Section 9.
10. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory
to the Company of the loss, theft, destruction or mutilation of this Warrant
and, in the case of any such loss, theft or destruction of this Warrant, on
delivery of an indemnity agreement or security reasonably satisfactory in form
and amount to the Company or, in the case of any such mutilation, on surrender
and cancellation of such Warrant, the Company at its expense promptly will
execute and deliver, in lieu thereof a new Warrant of like tenor.
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11. SPECIFIC PERFORMANCE; CONSENT TO JURISDICTION; CHOICE OF LAW.
(a) The Company and the Warrant Holder acknowledge and agree that
irreparable damage would occur in the event that any of the provisions of this
Warrant were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Warrant and to enforce specifically the terms and provisions hereof, this
being in addition to any other remedy to which either of them may be entitled by
law or equity.
(b) Each of the Company and the Warrant Holder (i) hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts located in
the State of New York County, New York for the purposes of any suit, action or
proceeding arising out of or relating to this Warrant and (ii) hereby waives,
and agrees not to assert in any such suit, action or proceeding, any claim that
it is not personally subject to the jurisdiction of such court, that the suit,
action or proceeding is brought in an inconvenient forum or that the venue of
the suit, action or proceeding is improper. Each of the Company and the Warrant
Holder consents to process being served in any such suit, action or proceeding
by mailing a copy thereof to such party at the address in effect for notices to
it under this Warrant and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing in this Section 11
shall affect or limit any right to serve process in any other manner permitted
by applicable law.
(c) The Company and the Warrant Holder irrevocably waive their right to
trial by jury.
(d) This Warrant shall be governed by and construed and enforced in
accordance with the internal laws of the State of New York applicable to
contracts executed and to be performed entirely within such State.
12. AMENDMENTS. No provision of this Warrant may be waived or amended
other than by a written instrument signed by the party against whom enforcement
of any such amendment or waiver is sought.
13. NOTICES. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be effective (a) upon hand
delivery or delivery by telex (with correct answer back received), telecopy or
facsimile at the address or number designated below (if delivered on a business
day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a
business day during normal business hours where such notice is to be received)
or (b) on the second business day following the date of mailing by express
courier service, fully prepaid, addressed to such address, or upon actual
receipt of such mailing, whichever shall first occur. The addresses for such
communications shall be:
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to the Company:
0000 Xxxxxxxx , 0xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Chief Financial Officer
with copies to:
000 Xxxxxxxx Xxxxxx , 0xx Xxxxx
Xxxxxxxx, XX 00000
Attn: General Counsel
to the Warrant Holder:
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Attention:
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Facsimile:
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with copies to:
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Attention:
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Facsimile:
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Either party hereto may from time to time change its address for notices under
this Section 13 by giving at least 10 days' prior written notice of such changed
address to the other party hereto.
14. MISCELLANEOUS. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. The headings in this Warrant are for purposes of reference only, and
shall not limit or otherwise affect any of the terms hereof. The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision.
15. ASSIGNMENT. This Warrant may be transferred or assigned, in whole or in
part, at any time and from time to time by the then Warrant Holder by submitting
this Warrant to the Company together with a duly executed Assignment in
substantially the form and substance of the Form of Assignment which accompanies
this Warrant and, upon the Company's receipt hereof, and in any event, within
three (3) business days thereafter, the Company shall issue a Warrant to the
Warrant Holder to evidence that portion of this Warrant, if any, as shall not
have been so transferred or assigned.
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Dated:
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APPLIEDTHEORY CORPORATION
By:
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Name:
Title:
[CORPORATE SEAL]
Attest:
By:
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(SIGNATURE PAGE OF APPLIEDTHEORY CORPORATION COMMON STOCK PURCHASE WARRANT)
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FORM OF SUBSCRIPTION NOTICE
(TO BE SIGNED ONLY ON EXERCISE OF WARRANT)
TO: APPLIEDTHEORY CORPORATION
ATTN: SECRETARY
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise this Warrant:
___(A) for, and to purchase thereunder,________________ shares of
Common Stock of AppliedTheory Corporation a Delaware corporation
(the "Common Stock"), and herewith, or by wire transfer, makes
payment of $_______________________ therefor; or
___(B) in a "cashless" or "net-issue exercise" for, and to purchase
thereunder,________________________shares of Common Stock, and
herewith makes payment therefor with ______________Surrendered
Warrant Shares.
The undersigned requests that the certificates for such shares be issued in the
name of, and
___(A) delivered to_____________________, whose address
is___________________; or
___(B) electronically transmitted and credited to the account
of_______________________, undersigned's prime broker (Account No.
__________________) with Depository Trust Company through its
Deposit Withdrawal Agent Commission system.
Dated:
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(Signature must conform to name of
holder as specified on the face of the
Warrant)
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(Address)
Tax Identification Number:
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FORM OF ASSIGNMENT
(TO BE SIGNED ONLY ON TRANSFER OF WARRANT)
For value received, the undersigned hereby sells, assigns, and transfers unto
_______________ the right represented by the within Warrant to purchase
____________shares of Common Stock of APPLIEDTHEORY CORPORATION, a Delaware
corporation, to which the within Warrant relates, and appoints ________________
_____________________________ Attorney to transfer such right on the books of
APPLIEDTHEORY CORPORATION, a _______________ corporation, with full power of
substitution of premises.
Dated:
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(Signature must conform to name of
holder as specified on the face of the
Warrant)
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(Address)
Signed in the presence of:
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