EXHIBIT 4.3
DELTA INTERNET SERVICES, INC.
WARRANT AGREEMENT
THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.
This Warrant Agreement (this "Agreement") is entered into as of February
18, 1998 by and between DELTA INTERNET SERVICES, INC., a California corporation
(the "Company"), and The Gantry Group (the "Holder").
RECITALS
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WHEREAS, the Company has agreed to grant to Holder warrants to purchase
30,985 shares of Company Common Stock in exchange and in consideration for good
and valuable goods and services.
NOW, THEREFORE, BE IT RESOLVED, the parties agree hereto as follows:
1. DESCRIPTION; EXECUTION.
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(a) The Company agrees to issue to the Holder and the Holder agrees to
accept the Warrant Certificate evidencing the right to purchase 30,985 shares of
Company Common Stock at an initial purchase price of Sixty Seven Cents ($0.67)
per Share as to which the Warrant is exercisable. The Warrant Certificate shall
be substantially in the form annexed hereto as Exhibit A.
(b) This Agreement shall be executed on behalf of the Company by its
President. Upon delivery of this Warrant to the Holder, this Agreement shall be
binding upon the Company, and the Holder shall be entitled to all the benefits
set forth herein.
2. TERM OF WARRANT.
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The Warrant shall become exercisable at any time after the date hereof, and
remain exercisable, subject to the conditions set forth in Section 3 until the
close of business on February 18, 2003 (the "Expiration Date").
3. EXERCISE OF WARRANT.
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(a) Subject to (b) below, at any time until the Expiration Date, the
Holder shall have the right to purchase from the Company (and the Company shall
promptly issue to the Holder) one fully-
paid and nonassessable share of Common Stock at the Exercise Price (as defined
below) for each Warrant, by surrendering the appropriate Warrant Certificate and
the Subscription Form attached hereto to the Company at its executive offices
and paying the aggregate Exercise Price for the shares to be purchased, in cash,
by check, by cancellation of indebtedness or by delivery of shares of Company
Common Stock.
(b) The Warrant may be exercised in whole and in part but not in
increments of less than 100 shares. In case of a partial exercise, the Warrant
Certificate shall be surrendered and a new Warrant Certificate of the same tenor
and for the purchase of the number of shares not purchased upon such partial
exercise shall be issued by the Company to the Holder hereof. The Warrants
shall be deemed to have been exercised immediately prior to the close of
business on the date of their surrender for exercise as provided above, and the
person or entity entitled to receive the shares of Common Stock issuable upon
the exercise shall be treated for all purposes as the holder of such shares of
record as of the close of business on such date. Prior to any such exercise,
neither the Holder nor any person entitled to receive shares issuable upon
exercise shall be or have any of the rights of a shareholder of the Company. No
adjustment shall be made for dividends or other stockholder rights for which the
record date is prior to the date of exercise. As soon as practicable on or
after such date, the Company shall issue in the name of, and deliver to the
person or persons entitled to receive, a certificate or certificates for the
full number of shares of Common Stock issuable upon such exercise.
4. EXERCISE PRICE. The initial Exercise Price for each share of Common Stock
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issuable pursuant to the Warrant shall be Sixty Seven Cents ($0.67) per Share,
adjusted as provided below. The Exercise Price may be paid, at the election of
the Holder, in cash, cashier's check and/or shares of Common Stock having a
Current Fair Market Value equal to the Exercise Price, including shares which
would be deliverable upon exercise of the Warrants.
5. ADJUSTMENT OF WARRANT PRICE AND NUMBER OF SHARES OF COMMON STOCK.
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The number and kind of securities purchasable upon the exercise of the
Warrants and the Exercise Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:
a. Adjustments. The Exercise Price of the Warrant shall be subject to
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adjustment as follows:
(a) In case the Company shall issue rights, options, warrants or
convertible securities to all or substantially all holders of its Common Stock,
without any charge to such holders, entitling the holder thereof to subscribe
for or purchase Stock at a price per share which is lower at the date of
issuance of such rights, options, warrants or securities than the then Current
Fair Market Value (as defined in Section 7 hereof), the price of shares of Stock
thereafter purchasable upon the exercise of the Warrant shall be reduced to a
price equal to an amount which would entitle the Holder to receive the same
number of shares of Common Stock and other securities that he would have
received had he exercised the Warrants immediately prior to such issuance.
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(b) For the purpose of this Section 5, the term "Common Stock" shall
mean (i) the class of stock designated as the Common Stock of the Company at the
date of this Agreement, or (ii) any other class of stock resulting from
successive changes or reclassifications of such Common Stock consisting solely
of changes in par value, or from par value to no par value, or from no par value
to par value.
b. No Adjustment for Dividends. Except as provided in Section 5.1
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hereof, no adjustment in respect of any dividends or distributions out of
earnings shall be made during the term of a Warrant or upon the exercise of a
Warrant.
c. No Adjustment in Certain Cases. No adjustments shall be made pursuant
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to Section 5 hereof in connection with the grant or exercise of presently
authorized or outstanding options to purchase Common Stock under the Company's
existing stock option plan or the exercise of presently outstanding warrants to
purchase Common Stock.
d. Preservation of Purchase Rights upon Reclassification, Consolidation,
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etc. In case of any consolidation of the Company with or merger of the Company
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into another corporation or in case of any sale or conveyance to another
corporation of the property, assets or business of the Company as an entirety or
substantially as an entirety, the Company or such successor or purchasing
corporation, as the case may be, shall execute with the Holder an agreement that
the Holder shall have the right thereafter, upon payment of the Exercise Price
in effect immediately prior to such action, to purchase, upon exercise of each
Warrant, the kind and amount of shares and other securities and property which
it would have owned or have been entitled to receive after the occurrence of
such consolidation, merger, sale or conveyance had each Warrant been exercised
immediately prior to such action. In the event of a merger described in Section
368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, in which the
Company is the surviving corporation, the right to purchase shares of Common
Stock under the Warrant shall terminate on the date of such merger and thereupon
the Warrant shall become null and void, but only if the controlling corporation
shall agree to substitute for the Warrant its warrant which entitle the holders
thereof to purchase upon their exercise the kind and amount of shares and other
securities and property which they would have owned or been entitled to receive
had the Warrant been exercised immediately prior to such merger. Any such
agreements referred to in this Subsection 5.4 shall provide for adjustments,
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in Section 5 hereof. The provisions of this Subsection 5.4 shall
similarly apply to successive consolidations, mergers, sales or conveyances.
6. REGISTRATION RIGHTS.
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a. Definitions.
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(a) "Commission" shall mean the Securities and Exchange Commission or
any other federal agency at the time administering the Securities Act of 1933,
as amended (the "Securities Act").
(b) "Registrable Securities" shall mean (x) shares of Common Stock
issuable upon exercise of the Warrants and (y) any Common Stock issued as a
dividend or other distribution with
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respect to or in exchange for or in replacement of the shares referenced in (x)
above, provided, however, that Registrable Securities shall not include any
shares of Common Stock which have previously been registered or which have been
sold to the public.
(c) The terms "register," "registered" and "registration" shall refer
to a registration effected by preparing and filing a registration statement in
compliance with the Securities Act and applicable rules and regulations
thereunder, and the declaration or ordering of the effectiveness of such
registration statement.
(d) "Registration Expenses" shall mean all expenses incurred in
effecting any registration pursuant to this Agreement, including, without
limitation, all registration, qualification, and filing fees, printing expenses,
escrow fees, fees and disbursements of counsel for the Company, blue sky fees
and expenses of any regular or special audits incident to or required by any
such registration, but shall not include selling expenses and fees and
disbursements of counsel for the Holder.
(e) "Rule 144" shall mean Rule 144 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
(f) "Rule 145" shall mean Rule 145 as promulgated by the Commission
under the Securities Act, as such Rule may be amended from time to time, or any
similar successor rule that may be promulgated by the Commission.
b. "Piggyback" Registration. If the Company shall determine to register
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any of its shares of Common Stock in a firm commitment public offering for its
own account, other than a registration relating solely to employee benefit
plans, or a registration relating solely to a Rule 145 transaction on Form S-4,
or a registration on any registration form that does not permit secondary sales,
the Company will:
(a) promptly give to Holder written notice thereof;
(b) use its best efforts to include in such registration (and any
related qualification under the blue sky laws or other compliance), except as
set forth in Section 6.3 below, and in any underwriting involved therein, all
the Registrable Securities specified in a written request or requests, made by
Holder within Twenty (20) days after the written notice from the Company
described in clause 6.2(a) above is given. Such written request may specify all
or a part of Holder's Registrable Securities; and
(c) pay all Registration Expenses, other than the selling expenses of
Holder's Registrable Securities.
c. Underwriting. If the registration of which the Company gives notice
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is for a registered public offering involving an underwriting, the Company shall
so advise the Holder as a part of the written notice. In such event, the right
of the Holder to registration pursuant to this Section 6 shall be
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conditioned upon Holder's participation in such underwriting and the inclusion
of the Holder's Registrable Securities in the underwriting to the extent
provided herein. The Holder shall (together with the Company) enter into an
underwriting agreement in customary form with the representative of the
underwriter of underwriters selected by the Company.
d. Exclusion of Registrable Securities. Notwithstanding any other
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provisions of this Section 6, if the representative of the underwriters advises
the Company that marketing factors require a limitation on the number of shares
to be underwritten, the representative may (subject to the limitations set forth
below) exclude all Registrable Securities from, or limit the number of
Registrable Securities to be included in, the registration and underwriting.
The Company shall so advise the Holder, and the number of shares of securities
that are entitled to be included in the registration and underwriting shall be
allocated first to the Company for securities being sold for its own account and
thereafter to the Holder, pro rata with any other holders of Common Stock having
registration rights. If the Holder does not agree to the terms of any such
underwriting, he shall be excluded therefrom by written notice from the Company
or the underwriter. Any Registrable Securities or other securities excluded or
withdrawn from such underwriting shall be withdrawn from such registration.
If shares are so withdrawn from the registration or if the number of
shares of Registrable Securities to be included in such registration was
previously reduced as a result of marketing factors, the Company shall then
offer to all persons who have retained the right to include securities in the
registration the right to include additional securities in the registration in
an aggregate amount equal to the number of shares so withdrawn, with such shares
to be allocated among the persons requesting additional inclusion pro rata
amongst those persons requesting inclusion.
e. Registration Procedures. In the case of each registration effected by
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the Company pursuant to Section 6, the Company will keep Holder advised in
writing as to the initiation of each registration and as to the completion
thereof, at its expense, the Company will use its best efforts to:
(a) Keep such registration effective for a period of one hundred
twenty (120) days or until the Holder has completed the distribution described
in the registration statement relating thereto, whichever first occurs;
provided, however, that (x) such 120-days period shall be extended for a period
of time equal to the period the Holder refrains from selling any securities
included in such registration at the request of an underwriter of Common Stock
(or other securities) of the Company; and (y) in the case of any registration of
Registrable Securities on Form S-3 which are intended to be offered on a
continuous or delayed basis, such 120-day period shall be extended, if
necessary, to keep the registration statement effective until all such
Registrable Securities are sold, provided that Rule 145, or any successor rule
under the Securities Act, permits an offering on a continuous or delayed basis,
and provided further that applicable rules under the Securities Act governing
the obligation to file a post-effective amendment permit, in lieu of filing a
post-effective amendment that (I) includes any prospectus required by Section
10(a)(3) of the Securities Act or (II) reflects facts or events representing a
material or fundamental change in the information set forth in the registration
statement, the incorporation by reference of information required to be included
in (I) and (II) above to be contained in periodic reports filed pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 in the registration
statement.
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(b) Prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement;
(c) Furnish such number of prospectuses and other documents incident
thereto, including any amendment of or supplement to the prospectus, as the
Holder from time to time may reasonably request;
(d) Notify the Holder at any time when a prospectus relating thereto
is required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein not misleading or incomplete in the light of the
circumstances then existing, and at the request of Holder, prepare and furnish
to the Holder a reasonable number of copies of a supplement to or an amendment
of such prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or incomplete
in the light of the circumstances then existing;
(e) Cause all such Registrable Securities registered pursuant
hereunder to be listed on each securities exchange on which similar securities
issued by the Company are then listed;
(f) Provide a transfer agent and registrar for all Registrable
Securities registered pursuant to such registration statement and a CUSIP number
for all such Registrable Securities, in each case not later than the effective
date of such registration; and
(g) Otherwise use its best efforts to comply with all applicable rules
and regulations of the Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of
at least twelve months, but not more than eighteen months, beginning with the
first month after the effective date of the Registration Statement, which
earnings statement shall satisfy the provisions of Section 11(a) of the
Securities Act.
7. FRACTIONAL SHARES; ISSUANCE OF SHARES: LEGENDS.
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a. Fractional Shares. The Company shall not be required to issue
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fractional shares of Company Common Stock on the exercise of a Warrant. If any
fraction of a share of Stock would, except for the provisions of this Section 6,
be issuable on the exercise of a Warrant (or specified portion thereof), the
Company shall in lieu thereof pay an amount in cash equal to the then Current
Fair Market Value, multiplied by such fraction. For purposes of this Agreement,
the term "Current Fair Market Value" shall mean (i) if the Common Stock is
traded in the over-the-counter market and not in the NASDAQ Small Cap Market or
the National Market nor on any national securities exchange, the average of the
per share closing bid prices of the Common Stock on the 10 consecutive trading
days immediately preceding the date in question, as reported by NASDAQ or an
equivalent generally accepted
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reporting service, or (ii) if the Common Stock is traded in the NASDAQ Small Cap
Market or the National Market or on a national securities exchange, the average
for the 10 consecutive trading days immediately preceding the date in question
of the daily per share closing prices of the Common Stock in the NASDAQ Small
Cap Market or the National Market or on the principal stock exchange on which it
is listed, as the case may be, or (iii) if the class of Stock is not publicly
traded or quoted, the fair market value as determined by the Board of Directors
of the Company based on (with appropriate adjustments) the most recent purchases
of the Company's Stock and/or other relevant factors including the Company's
income and assets or evaluation reports received by the Company.
b. Issuance of Shares. All shares of Stock issued upon exercise of a
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Warrant will be duly authorized, validly issued, fully paid and nonassessable.
c. Legends. If the Stock to be issued upon exercise of this Warrant has
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not been registered under the Securities Act of 1933, as amended, then the stock
certificates representing such shares of Common Stock shall bear a legend
substantially in the following form:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") OR APPLICABLE STATE
SECURITIES LAWS AND ARE RESTRICTED SECURITIES. SUCH SECURITIES MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER THE ACT AND STATE SECURITIES LAWS.
8. TRANSFERABILITY.
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The Warrant or the Shares of Company Common Stock underlying the Warrant
shall not be transferred, and the Company shall not be required to register any
transfer on the books of the Company, unless the Company shall have been
provided with an opinion of counsel satisfactory to it prior to such transfer
that registration under the Securities Act and applicable state securities laws
is not required in connection with the transaction resulting in such transfer.
Each new Warrant or Company Common Stock certificate issued upon any transfer as
above provided shall bear an appropriate investment legend, except that such
Warrant or Company Common Stock certificate shall not bear such restrictive
legend if the opinion of counsel referred to above is to further effect that
such legend is not required in order to establish compliance with the provisions
of the Securities Act or if such transfer is made in accordance with the
provisions of Rule 144(k) promulgated under the Securities Act. The Warrant may
also be transferred by will or devise and by the laws of descent.
Any attempt to transfer, sell or otherwise dispose of this Warrant (except
as provided above) shall be void and shall not convey any rights or privileges
to the transferee.
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9. MISCELLANEOUS.
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a. Notices.
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All notices, requests, demands and other communications required or
permitted to be given hereunder shall be deemed to have been duly given if in
writing and delivered personally, given by prepaid telegram, or mailed first
class, postage prepaid, registered or certified mail, return receipt requested,
to the following addresses:
If to the Company: DELTA INTERNET SERVICES, INC.
000 X. Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxxxxxx
With a copy to: Jeffers, Wilson, Xxxxx & Xxxx, LLP
00000 Xxx Xxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxxxxxx X. Xxxxxx, Esq.
If to the Holder: The Gantry Group, LLC
000 Xxxxx Xxxx
Xxxxxxxx, XX 00000
Attention: Xx. Xxxx Xxxxxxxx, Partner
Any party may change the address to which such communications are to
be directed to it by giving written notice to the other party. Except as
otherwise provided in this Warrant, all notices shall be deemed to be given when
delivered in person, or if placed in the mail as aforesaid, then two (2) days
thereafter.
b. Modifications.
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The parties may, by mutual consent, amend, modify, supplement and
waive any right under this Warrant in any manner agreed by them in writing at
any time.
c. Entire Agreement.
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This Agreement, and any documents, instruments or agreements
specifically referred to herein, set forth the entire agreement and
understanding of the parties with respect to the transactions contemplated
hereby and supersede all prior agreements, arrangements and understandings
relating to the subject matter hereof.
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d. Headings.
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The section and paragraph headings contained in this Agreement are for
convenient reference only, and shall not in any way affect the meaning or
interpretation hereof.
e. Governing Law; Arbitration.
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This Agreement shall be governed by and construed in accordance with
the laws of the State of California, without any regard to the choice of law
provisions thereof. Any dispute arising under this Agreement shall be resolved
by binding arbitration under the rules of commercial arbitration of the American
Arbitration Association in Orange County, California.
f. Severability.
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If any provision of this Agreement shall be held to be invalid,
illegal or unenforceable, it shall be deemed severable from the remaining
provisions of this Agreement which shall remain in full force and effect.
g. Waiver.
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No waiver of any provision of this Agreement or any breach thereof
shall be deemed or shall constitute a waiver of any other provision hereof
(whether or not similar) or any other breach hereunder nor shall such waiver
constitute a continuing waiver. Either party may waive performance of any
provision of this Agreement, the non-performance of which would otherwise
constitute a breach of this Agreement, including but not limited to the non-
performance of any condition precedent to such party's performance, without
affecting the enforceability of this Agreement or the provisions contained
herein.
h. Heirs; Successors and Assigns.
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The terms and conditions of this Agreement shall inure to the benefit
of and be binding upon the respective heirs, successors and assigns of the
parties hereto. Holders may transfer and assign the Warrants only as provided
in Section 7 and any assignment in violation of the foregoing shall be void.
i. Attorneys' Fees.
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If any legal action is instituted to enforce or interpret the terms of
this Agreement, the prevailing party in such action shall be entitled to actual
attorneys' fees in addition to any other relief to which the party is entitled.
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IN WITNESS WHEREOF, the parties have executed this instrument as of the
date first written above.
DELTA INTERNET SERVICES, INC.
a California corporation
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, President
"HOLDER"
The Gantry Group, LLC
By: /s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx, Partner
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WARRANT
SUBSCRIPTION FORM
(TO BE EXECUTED ONLY UPON EXERCISE OF WARRANT)
The undersigned Holder of this Warrant hereby irrevocably exercises this
Warrant for the purchase of that number of shares of the Common Stock, no par
value, of Delta Internet Services, Inc., set forth below, up to a maximum of
30,985 shares (or such other number of shares as may be issuable upon the
exercise of this Warrant pursuant to the adjustment provisions hereof), and
hereby makes payment of the aggregate Exercise Price therefor which is also set
forth below, all on the terms and subject to the conditions specified in this
Warrant.
Number of Shares: __________
x $__________
Aggregate Purchase
Price paid: $__________
Dated: __________, 1998
The Gantry Group, LLC
By: __________________________________
Xxxx Xxxxxxxx, Partner
Title: _______________________________
ACCEPTED:
DELTA INTERNET SERVICES, INC.
a California corporation
By: ___________________________
Title: ________________________
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THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT MAY NOT BE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR UNLESS AN EXEMPTION THEREFROM IS AVAILABLE.
WARRANT CERTIFICATE
WARRANT TO PURCHASE 30,985 SHARES
OF COMMON STOCK
VOID AFTER 5:00 P.M.,
CALIFORNIA TIME, ON FEBRUARY 18, 2003 (warrant date)
This certifies that, for value received The Gantry Group, the registered
holder hereof or assigns (the "Holder") is entitled to purchase from Delta
Internet Services, Inc., a California corporation (the "Company"), at any time
before 5:00 p.m. California Time, on February 18, 2003, at the exercise price
per share of $0.67 (the "Exercise Price") 30,985 shares of the Company's Common
Stock (the "Shares"). The number of Shares purchasable upon exercise of the
Warrant evidenced hereby and the Exercise Price per Share shall be subject to
adjustment from time to time as set forth in the Warrant Agreement referred to
below.
The Warrants evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate and simultaneous payment of the
Exercise Price (subject to adjustment) at the principal office of the Company in
Anaheim, California. Payment of such price shall be made at the option of the
Holder in cash or by certified check or bank draft or by delivery of shares of
Company Common Stock having a fair market value equal to the Exercise Price, all
as provided in the Warrant Agreement.
The Warrants evidenced hereby have been duly authorized and are, subject to
the terms and provisions contained in the Warrant Agreement (the "Warrant
Agreement") dated as of the date hereof between the Company and the Holder, to
all of which the Holder of this Warrant Certificate by acceptance hereof
consents. A copy of the Warrant Agreement may be obtained for inspection by the
Holder hereof upon written request to the Company.
Upon any partial exercise of the Warrants evidenced hereby, there shall be
issued to the Holder a new Warrant Certificate in respect of the Shares
evidenced hereby which shall not have been exercised. This Warrant Certificate
may be exchanged at the office of the Company by surrender of this Warrant
Certificate properly endorsed either separately or in combination with one or
more other Warrants for one or more new Warrants to purchase the same aggregate
number of Shares as here evidenced by the Warrant or Warrants exchanged. No
fractional Shares will be issued upon the exercise of rights to purchase
hereunder, but the Company shall pay the cash value of any fraction upon the
exercise of one or more Warrants. The Warrants evidenced hereby are not
transferable except in the manner and subject to the limitations set forth in
the Warrant Agreement.
The number of shares of Common Stock issuable upon exercise of this Warrant
to acquire the Shares shall be subject to adjustment as provided in Section 5 of
the Warrant Agreement.
The Holder hereof may be treated by the Company and all other persons
dealing with this Warrant Certificate as the absolute owner hereof for all
purposes and as the person entitled to exercise the rights represented hereby,
any notice to the contrary notwithstanding, and until such transfer is entered
on such books, the Company may treat the Holder hereof as the owner for all
purposes.
DELTA INTERNET SERVICES, INC.
a California corporation
Dated: February 18, 1998 /s/ Xxxx Xxxxx
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Xxxx Xxxxx, President
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