Exhibit 4.10
THE SECURITIES REPRESENTED BY THIS AGREEMENT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, THE
OKLAHOMA SECURITIES ACT OR THE SECURITIES LAWS OF ANY OTHER
STATE. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION OF THEM UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND/OR THE SECURITIES LAWS OF ANY OTHER STATE OR AN
OPINION OF COUNSEL OR OTHER DOCUMENTATION SATISFACTORY TO APPLIED
INTELLIGENCE GROUP, INC. THAT SUCH REGISTRATION IS NOT REQUIRED
UNDER SUCH ACT OR ACTS.
COMMON STOCK PURCHASE WARRANT AGREEMENT
FOR THE PURCHASE COMMON STOCK
OF
APPLIED INTELLIGENCE GROUP, INC.
Date: June 12, 1997
This is to certify that, for value received, Xxx Xxxxxxx or
any subsequent holder or holders of Warrant rights hereunder (the
"Warrants") by virtue of assignment or transfer (the "Holder") is
entitled to purchase, subject to the provisions of this Common
Stock Purchase Warrant Agreement (this "Agreement"), from Applied
Intelligence Group, Inc., an Oklahoma corporation (the
"Company"), up to TWELVE THOUSAND (12,000) shares of Common
Stock, $.001 par value, of the Company (the "Stock") at an
exercise price of Three_Dollars Fifty Cents ($3.50) per share
(the "Exercise Price"). With the exception of any adjustments
pursuant to Section 4 of this Agreement, the Stock issuable upon
exercise of this Warrant shall be in all respects identical to
the Common Stock issued and outstanding of the Company as of the
date hereof. The shares of Stock or other securities deliverable
upon such exercise, as adjusted from time to time, are
hereinafter sometimes referred to as the "Warrant Securities."
Unless the context otherwise requires, the term "Warrant" or
"Warrants" as used herein includes the Warrants and any other
warrant or warrants that may be issued pursuant to the provisions
of this Agreement, whether upon transfer, assignment, partial
exercise, divisions, combinations, exchange or otherwise, and the
term "Holder" or "Holders" includes any registered transferee or
transferees or registered assignee or assignees of Holder, who in
each case shall be subject to the provisions of this Agreement,
and when used with reference to Warrant Securities, means the
holder or holders of such Warrant Securities.
SECTION 1. Exercise of Warrants. Subject to the provisions
of this Agreement, the Holder shall be eligible to exercise that
portion of the Warrants for purchase of the number of Warrant
Securities on or before the Expiration Date (as defined below).
The Warrants may be exercised in whole or in part at any time or
from time to time during the period commencing, June 12, 1997
(the "Commencement Date"), and ending 5:00 P.M., Central
Daylight-Savings Time, on June 12, 1999 (the "Expiration Date"),
by presentation and surrender to Company at its principal office
of the Warrants and the Purchase Form annexed hereto, duly
executed and accompanied by payment, in cash, certified or
official bank check payable to the order of Company in the amount
of the Exercise Price for the number of shares of Stock (or
Warrant Securities) specified in such Form. Upon such exercise,
Company shall issue to the Holder one or more certificates for
the shares of Stock (or Warrant Securities), as appropriate. If
the Warrants are exercised in part only, Company shall, promptly
after presentation of the Warrants upon such exercise, execute
and deliver new Warrants evidencing the rights of Holder thereof
to purchase the balance of the shares of Stock (or Warrant
Securities) purchasable hereunder upon the same terms and
conditions as herein set forth.
SECTION 2. Reservation of Shares. Company shall at all
times after the date hereof and until expiration or full exercise
of the Warrants reserve for issuance and delivery upon exercise
of the Warrants the number of Warrant Securities as shall be
required for issuance and delivery upon exercise of the Warrants.
SECTION 3. Transfer, Exchange, Assignment or Loss of the
Warrants.
SECTION 3.1 Transferability. The Warrants may not be
assigned or transferred, in whole or in part, except by operation
of law or with the prior written consent of the Company (which
consent shall not be unreasonably withheld) and then only so long
as such assignment or transfer is in accordance with and subject
to the provisions of the Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder (said Act and
such rules and Regulations being hereinafter collectively
referred to as the "Securities Act"). Any purported transfer or
assignment made other than in accordance with this Section 3
shall be null and void and of no force and effect.
SECTION 3.2 Transfer Procedure. Any assignment permitted
hereunder shall be made by surrender of the Warrants to Company
at its principal office with the Assignment Form annexed hereto
duly executed and funds sufficient to pay any transfer tax. In
such event and the Company is required to and consents to such
transfer, Company shall, without charge, execute and deliver new
Warrants in the name of the assignee named in such instrument of
assignment and designate the assignee as the registered holder on
the Company's records and the Warrants shall promptly be
canceled. The Warrants may be divided or combined with other
Warrants which carry the same rights upon presentation thereof at
the principal office of Company together with a written notice
signed by Holder hereof, specifying the names and denominations
in which new Warrants are to be issued.
SECTION 3.3 Loss or Destruction of this Agreement. Upon
receipt by Company of evidence satisfactory to it of the loss,
theft, destruction or mutilation of this Agreement, and (in the
case of loss, theft or destruction) of reasonably satisfactory
indemnification to Company or (in the case of mutilation)
presentation of this Agreement for surrender and cancellation,
Company will execute and deliver a new Agreement of like tenor
and date and any such lost, stolen, destroyed or mutilated
Agreement shall thereupon become void. This Agreement may be
exchanged at the option of the Holder for another agreement or
agreements of different Warrant denominations, of like tenor and
evidencing in the aggregate the number of shares of Stock or
Warrant Securities purchasable pursuant to this Agreement, upon
surrender of this Agreement, with the Assignment Form duly filled
in and executed, to the Company at its principal office, at any
time or from time to time after the close of business on the date
hereof and prior to the close of business on the Expiration Date.
The Company shall promptly cancel this Agreement upon surrender
and deliver the new agreement evidencing the Warrant or Warrants
pursuant to the provisions of this Section.
SECTION 4. Adjustment in the Number, Kind and Price of
Option Securities. The number and kind of Warrant Securities
purchasable upon exercise of the Warrants shall be subject to
adjustment from time to time upon the occurrence, after the date
hereof, of the following events:
SECTION 4.1 Stock Dividends and Splits. In the event
Company shall (i) pay a dividend in, or make a distribution of,
shares of Stock or of capital stock convertible into Stock on its
outstanding Stock, (ii) subdivide (forward split) its outstanding
shares of Stock into a greater number of such shares, or (iii)
combine (reverse split) its outstanding shares of Stock into a
smaller number of such shares, the total number of shares of
Stock purchasable upon the exercise of the Warrants immediately
prior thereto shall be adjusted so that the Holder shall be
entitled to receive at the same Exercise Price the number of
shares of Stock and the number of shares of capital stock
convertible into Stock which such Holder would have owned or have
been entitled to receive immediately following the happening of
such event, assuming and giving effect to the exercise of the
Warrants by such Holder. Any adjustment made pursuant to this
Subsection shall, in the case of a stock dividend or distribution
or a stock issuance, become effective as of the record date
therefore and, in the case of a subdivision or combination, be
made as of the effective date thereof.
SECTION 4.2 Adjustment of Warrant Securities. In the event
of any adjustment of the total number of shares of Stock
purchasable upon the exercise of the Warrants pursuant to
Subsection 4.1, the Exercise Price shall remain unchanged, but
the number of shares of capital stock or Warrant Securities
obtainable on exercise of the Warrants shall be adjusted as
provided in Subsection 4.1.
SECTION 4.3 Reorganization. Recapitalization, etc. In the
event of a capital reorganization or a reclassification of the
Stock (except as provided in Subsection 4.1 or Subsection 4.4),
the Holder of the Warrants, upon exercise thereof, shall be
entitled to receive, in lieu of the Stock to which he would have
become entitled upon exercise immediately prior to such
reorganization or reclassification, the shares (of any class or
classes) or other Warrant Securities or property of the Company
(or cash) that the Holder would have been entitled to receive at
the same Exercise Price upon such reorganization or
reclassification if the Warrants had been exercised immediately
prior thereto; and in any such case, appropriate provision shall
be made for the application of this Section 4 with respect to the
rights and interests thereafter of the Holder of the Warrants
(including, but not limited to, the allocation of the Exercise
Price between or among the Warrant Securities), to the end that
this Section 4 (including the adjustments of the number of shares
of Stock or other Warrant Securities purchasable) shall
thereafter be reflected, as nearly as reasonably practicable, in
all subsequent exercises of the Warrants for any shares or other
Warrant Securities or other property (or cash) thereafter
deliverable upon the exercise of the Warrants.
SECTION 4.4 Consolidation, Merger, etc. In case of any
consolidation of the Company with, or merger of the Company with,
or merger of the Company into, another corporation (other than a
consolidation or merger which does not result in any
reclassification or change of the outstanding Stock), or in case
of any sale or conveyance to another corporation of the property
of the Company as an entirety or substantially as an entirety,
the corporation formed by such consolidation or merger or the
corporation which shall have acquired such assets, as the case
may be, shall execute and deliver to the Holder a supplement to
the Warrants or a new option providing that the Holder of the
Warrants shall have the right thereafter (until the Expiration
Date) to receive, upon exercise of the Warrants or any new
option, at the same Exercise Price, solely the kind and amount of
shares of Warrant Securities and property (or cash) receivable
upon such consolidation, merger, sale or transfer by the Holder
of the Warrants for the number and kind of Warrant Securities for
which the Warrants might have been exercised immediately prior to
such consolidation, merger, sale or transfer. Such supplemental
warrants or new warrants shall provide for adjustments which
shall be as nearly equivalent as may be practicable to the
adjustments provided in this Section. The above provision of this
Subsection 4.4 shall similarly apply to successive
consolidations, mergers, sales or transfers.
SECTION 4.5 Notification of Adjustment. Whenever the
Warrant Securities purchasable upon exercise of the Warrants are
modified as provided in Section 4.1 or 4.4, the Company will
promptly deliver to the Holder a certificate signed by the
Chairman of the Board, Chief Executive Officer or the President,
or a Vice President of the Company and by the Treasurer or an
Assistant Treasurer or the Secretary or an Assistant Secretary of
the Company setting forth the number and kind of Warrant
Securities purchasable and the other property (including cash)
receivable by the Holder upon exercise of the Warrants or any
supplemental or new option. Such certificate will state that such
adjustments in the kind of purchasable Warrant Securities and
other property (including cash) receivable by the Holder upon
exercise of the Warrants conform to the requirements of this
Section 4, and setting forth a brief statement of the facts
accounting for such adjustments. In the event, the Holder of the
Warrants does not agree with such determination of the Board of
Directors of the Company as set forth in the certificate, the
Company shall retain a firm of independent public accountants
acceptable to the Holder to make any computation required under
this Section 4, and a certificate signed by such firm shall be
conclusive evidence of the correctness of any computation made
under this Section 4.
SECTION 5. Redemption and Dividend Consent Requirements.
The Warrants may not be redeemed by Company. During the period
from the date hereof until exercise of the Warrants in full or
through the Expiration Date, the Company shall not declare any
dividends payable in cash or property (other than in liquidation,
voluntary or involuntary dissolution or winding-up of the
Company) without the prior written consent of the Holder of this
Option.
SECTION 6. Notice of Certain Corporation Action. In case
the Company after the date hereof shall propose to effect any
consolidation or merger to which the Company is a party and for
which approval of any shareholders of the Company is required, or
any sale, transfer or other disposition of its property and
assets substantially as an entirety, or the liquidation,
voluntary or involuntary dissolution or winding-up of the
Company, then, in each such case, the Company shall mail (by
first-class, postage prepaid mail) to the Holder of the Warrants
notice of such proposed action, which notice shall specify the
date on which such reclassification, reorganization,
consolidation, merger, sale, transfer, other disposition,
liquidation, voluntary or involuntary dissolution or winding-up
shall take place or commence, as the case may be, and which shall
also specify any record date for determination of holders of the
capital stock of the Company entitled to vote thereon or
participate therein and shall set forth such facts with respect
thereto as shall be reasonably necessary to indicate any
adjustments in the number or kind of Warrant Securities
purchasable upon exercise of the Warrants which will be required
as a result of such action, and the Holder may thereafter
exercise the Warrants. Such notice shall be filed and mailed in
the case of any action covered by this Section 6, at least 20
days prior to the earlier of (i) the date on which such
reclassification, reorganization, consolidation, merger, sale,
transfer, other disposition, liquidation, voluntary or
involuntary dissolution or winding-up is expected to become
effective, (ii) the date on which it is expected that holders of
shares of the capital stock of record on such date shall be
entitled to exchange their shares for securities or other
property deliverable upon such reclassification, reorganization,
consolidation, merger, sale, transfer, other disposition,
liquidation, voluntary or involuntary dissolution or winding-up,
or (iii) the record date for determination of holders of the
capital stock of the Company entitled to vote on such action or
participate in such action. Failure of the Holder to exercise the
Warrants in whole or in part prior to any corporate action as
described in this Section 6 shall not affect or alter the rights
of the Holder as set forth in this Agreement.
SECTION 7. Acquisition for Investment Purposes. The Holder
represents and acknowledges to the Company and its officers and
directors that the Warrant securities at the time of issuance to
the Holder upon exercise of the Warrants (i) will be acquired by
the Holder for investment purposes only without the intent to
resell such Wart ant Securities, (ii) will be issued pursuant to
exemption from registration under the Securities Act and any
applicable state securities act, (iii) will not be transferred
except pursuant to registration under the Securities Act and any
applicable state securities act unless pursuant to exemption from
registration under such acts, and (iv) the certificates
evidencing the Warrant Securities will bear appropriate
restrictive transfer legends as required pursuant to the
Securities Act and any applicable state securities act.
SECTION 8. Registration under Securities Act. The Company
shall not be obligated at any time to register the Warrant
Securities under the Securities Act or any applicable state
securities act.
SECTION 9 Governing Law. This Option shall be construed in
accordance with the laws of the State of Oklahoma applicable to
contracts executed and to be performed wholly within such state.
SECTION 10 Notice. Notices and other communications to be
given to Holder of this Option shall be delivered by hand or by
first-class mail, postage prepaid, to
Xx. Xxx Xxxxxxx
____________________________
____________________________
(until another address is filed in writing by the Holder with the
Company).
Notices or other communications to Company shall be deemed to
have been sufficiently given if delivered by hand or by
first-class mail, postage prepaid to Company at
Applied Intelligence Group, Inc.
00000 Xxxxxx Xxxx
Xxxxxx, Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
or such other address as the Company shall have designated by
written notice to such registered owner is herein provided.
Notice by mail shall be deemed given when deposited in the
United States mail, postage prepaid, as herein provided.
SECTION 11. Successors. All the covenants and provisions of
this Agreement by or for the benefit of the Company shall bind
and inure to the benefit of its successors and assigns hereunder,
and all covenants and provisions of this Agreement by or for the
benefit of the Holder of this Agreement shall bind and inure to
the benefit of the Holder of this Agreement.
SECTION 12. Termination. This Agreement shall terminate as
of the close of business on the earlier of the Expiration Date,
or such earlier date upon which the Warrants evidenced by this
Agreement shall have been exercised in full. However, with
respect to the Holders representations set forth in Section 7,
such Section and representations shall continue on and after the
Expiration Date if the Warrants are fully or partially exercised
on or before the Expiration Date.
SECTION 13. Benefits of this Agreement. Nothing in this
Agreement shall be construed to give to any person or corporation
other than the Company, and its respective successors and assigns
hereunder and the registered Holder of this Agreement and the
Warrants hereunder any legal or equitable right, remedy or claim
under this Agreement, but this Agreement shall be for the sole
and exclusive benefit of the Company and its respective
successors and assigns hereunder and the registered Holder of
this Agreement and the Warrants hereunder.
IN WITNESS WHEREOF, Company has executed this Agreement on
June 12, 1997.
APPLIED INTELLIGENCE GROUP, INC.
By: /s/Xxxxxx X.Xxxxx
Xxxxxx X. Xxxxx, Vice President
/s/Xxx Xxxxxxx
Xxx Xxxxxxx
PURCHASE FORM
(TO BE EXECUTED BY THE MOLDER OF THE COMMON STOCK
PURCHASE WARRANT AGREEMENT IF EXERCISED IN WHOLE OR IN PART)
To: APPLIED INTELLIGENCE GROUP, INC.
The undersigned (___________________________________________)
Please insert Social Security or other number of Subscriber
hereby irrevocably elects to exercise the right of purchase represented
by the Common Stock Purchase Warrant Agreement to which this Purchase
Form is attached, for, and to purchase thereunder,
(______________________) shares of Common Stock provided for therein and
tenders payment herewith to the order of APPLIED INTELLIGENCE GROUP, INC. in
the amount of $__________. In accordance with Section 1 of the Common Stock
Purchase Warrant Agreement, the undersigned requests that certificates for
such shares of Common Stock be issued as follows:
Name:_______________________________________________________________________
Address:____________________________________________________________________
Deliver to:__________________________________________________________________
Address:____________________________________________________________________
and if said number of shares of Common Stock shall not be all the shares of
Common Stock purchasable thereunder, that a new Common Stock Purchase
Warrant Agreement for the balance remaining of shares of Common Stock
purchasable under the Common Stock Purchase Warrant Agreement be registered
in the name of, and delivered to the undersigned at the address stated
below:
Name:_______________________________________________________________________
Address:____________________________________________________________________
Deliver to:_________________________________________________________________
Address:____________________________________________________________________
Dated:_______________, _____ Signature
______________________________________
(Signature must conform in all respects
to the name of Holder as specified on the
face of the Common Stock Purchase Warrant
Agreement in every particular, without
alteration, enlargement or any change
whatever.)
ASSIGNMENT FORM
(TO BE EXECUTED BY THE HOLDER OF THE COMMON STOCK
PURCHASE WARRANT AGREEMENT ONLY UPON ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
("Assignee") the right to purchase
(_____________) shares of Common Stock subject to purchase under the Common
Stock Purchase Warrant Agreement (the "Warrants") to which this Assignment
is attached, and appoints __________________________________ Attorney to
transfer said Warrants or any portion thereof on the books of APPLIED
INTELLIGENCE GROUP, INC. with the full power of substitution in the
premises. In accordance with Section 3 of the Common Stock Purchase Warrant
Agreement, the undersigned requests that the Company execute, issue and
deliver a new common stock purchase warrant agreement evidencing the rights
of the Assignee to purchase such assigned shares of Common Stock to Assignee
as follows:
Name:_______________________________________________________________________
Address:____________________________________________________________________
Deliver to:_________________________________________________________________
Address:____________________________________________________________________
and if said number of shares of Common Stock shall not be all the shares of
Common Stock purchasable under Common Stock Purchase Warrant Agreement, that
the Company execute, issue and deliver a new common stock purchase warrant
agreement for the balance remaining of shares of Common Stock purchasable
under the Warrants to be registered in the name of, and delivered to the
undersigned at the address stated below:
Name:_______________________________________________________________________
Address:____________________________________________________________________
Deliver to:_________________________________________________________________
Address:____________________________________________________________________
Dated:_______________, _____.
In the presence of:
Signature
Signature Guaranteed:
_________________________________________________
(Signature must conform in all respects
to the name of Holder as specified on the
face of the Common Stock Purchase Warrant
Agreement in every particular, without
alteration, enlargement or any change
whatsoever, and the signature must be
guaranteed in the usual manner.)
