Exhibit 4.2
XXXXXX, INC.
------------
REDEEMABLE COMMON STOCK PURCHASE WARRANT
----------------------------------------
No. __________ _______ Warrants
THIS CERTIFIES THAT, for value received, _________________
____________________ as registered owner (the "Registered Owner") of this
Redeemable Common Stock Purchase Warrant (the "Warrant"), is entitled at any
time commencing on __________, 1997 and before 5:00 p.m. Pacific Time on
__________, 2002 (the "Expiration Date"), which is the last day of the five (5)
year period commencing on the date the Registration Statement on Form S-1 (No.
333-31431) was initially declared effective by the Securities and Exchange
Commission (the "Effective Date"), to subscribe for, purchase and receive one
fully paid and nonassessable share of common stock, $0.001 par value (a
"Warrant Share"), of XxxXxx, Inc., a Delaware corporation (the "Company"), for
each one Warrant specified above, at the price of $_____ per share (the
"Exercise Price"), upon presentation and surrender of this Warrant, together
with payment of the Exercise Price for the Warrant Shares to be purchased, to
the Company at its principal office or to the Company's warrant agent, Interwest
Transfer Company, Inc. (the "Warrant Agent"), at the Warrant Agent's principal
office in the manner described in the Warrant Agreement (the "Warrant
Agreement") between the Company and the Warrant Agent; provided, however, that
upon the occurrence of any of the events specified in such Warrant Agreement,
the rights granted by this Warrant shall be adjusted as specified therein. This
Certificate and the Warrant represented hereby are issued pursuant to and are
subject in all respects to the terms and conditions set forth in the Warrant
Agreement.
Upon exercise of this Warrant, the form of Election to Purchase hereinafter
provided must be duly executed, the Exercise Price must be paid in lawful money
of the United States of America in cash, certified check, bank draft or wire
transfer and the instructions for the registration and delivery of the Warrant
Shares acquired by such exercise must be completed. If the rights represented
hereby shall not be exercised at or before 5:00 p.m., Pacific Time on the
Expiration Date, this Warrant shall become and be void without further force or
effect, and all rights represented hereby shall cease and expire.
Commencing one year from the Effective Date, or such earlier date as may be
determined by Xxxxxx Xxxxxxx & Associates, Inc., the representative of the
underwriters in connection with the public offering of the Warrants, the Company
may, at its option, redeem this Warrant in whole for a redemption price of
$0.05 per Warrant, on thirty (30) days prior written notice to the Registered
Owner; provided, however, the right to redeem this Warrant may be exercised by
the Company
-1-
only in the event (i) the closing price for the Company's Common Stock equals or
exceeds $_____ for twenty (20) consecutive trading days during the thirty (30)
day period immediately prior to such notice, and (ii) the Company has a
registration statement (or a post-effective amendment to an existing
registration statement) pertaining to the Warrant Shares effective with the
Securities and Exchange Commission, which registration statement would enable
the Registered Owner to exercise the Warrant. In the event the Company
exercises its right to redeem this Warrant, the Expiration Date will be deemed
to be, and this Warrant will be exercisable until the close of business on, the
date fixed for redemption in such notice. If this Warrant has been called for
redemption and is not exercised by such time, this Warrant will cease to be
exercisable and the Registered Owner hereof will be entitled only to the
redemption price of $0.05 per Warrant.
Upon thirty (30) days prior written notice to all Registered Owners of the
Warrants, the Company shall have the right to reduce the Exercise Price and/or
extend the term of the Warrants.
Subject to the terms contained herein and in the Warrant Agreement, this
Warrant may be assigned or exercised by the Registered Owner in whole or in part
by execution by the Registered Owner of the form of Assignment or Election to
Purchase, as appropriate, appearing on the reverse side hereof. If the
assignment is in whole, the Company shall execute and deliver a new Warrant or
Warrants of like tenor to this Warrant to the appropriate assignee expressly
evidencing the right to purchase the aggregate number of Warrant Shares
purchasable hereunder; and if the assignment is in part, the Company shall
execute and deliver to the appropriate assignee a new Warrant or Warrants of
like tenor expressly evidencing the right to purchase the portion of the
aggregate number of Warrant Shares as shall be contemplated by any such
assignment, and shall concurrently execute and deliver to the Registered Owner a
new Warrant of like tenor evidencing the right to purchase the remaining portion
of Warrant Shares purchasable hereunder which has not been transferred to the
assignee. In the event this Warrant is exercised in part only, the Company
shall cause to be delivered to the Registered Owner a new Warrant of like tenor
evidencing the right of the Registered Owner to purchase the number of Warrant
Shares purchasable hereunder as to which this Warrant has not been exercised.
No fractional shares will be issued upon exercise of this Warrant.
In no event shall this Warrant (or the Warrant Shares issuable upon full or
partial exercise hereof) be offered or sold except in conformity with all
applicable state and federal securities laws.
The Company and the Warrant Agent may deem and treat the Registered Owner
hereof as the absolute owner of this Warrant
-2-
Certificate (notwithstanding any notation of ownership or other writing hereon
made by anyone) for all purposes and neither the Company nor the Warrant Agent
shall be affected by any notice to the contrary. The Registered Owner of this
Warrant, as such, shall not have any rights of a shareholder of the Company,
either at law or at equity, and the rights of the Registered Owner, as such, are
limited to those rights expressly provided in this Warrant Certificate and in
the Warrant Agreement. This certificate is not valid unless countersigned by
the Warrant Agent.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officers.
Dated: __________, 1997
XXXXXX, INC.
By___________________________
Xxxxxx X. Xxxx
Chief Executive Officer and
President
By___________________________
Xxxxxxx X. Xxxxx
Secretary
COUNTERSIGNED:
WARRANT AGENT
-------------
INTERWEST TRANSFER COMPANY, INC.
--------------------------------
Authorized Officer
-3-
XXXXXX, INC.
------------
ELECTION TO PURCHASE
--------------------
The undersigned hereby irrevocably elects to exercise the within Warrant
and to purchase __________ shares of Common Stock of XxxXxx, Inc. and hereby
makes payment of $______________ (at the rate of $_____ per share) in payment of
the Exercise Price pursuant hereto. Please issue the shares as to which this
Warrant is exercised in accordance with the instructions given below.
INSTRUCTIONS FOR REGISTRATION OF SHARES
---------------------------------------
Please insert Social Security or other
identifying number of Registered Owner _______________________________________
Name _________________________________________________________________________
(Type or Print in Block Letters)
Address ______________________________________________________________________
If such number of shares purchased shall not be all the Warrant Shares
purchasable upon the exercise of this Warrant, a new Warrant for the balance of
such Warrants remaining unexercised shall be registered in the name of and
delivered to:
Please insert Social Security or
other identifying number _____________________________________________________
Name _________________________________________________________________________
(Type or Print in Block Letters)
Address ______________________________________________________________________
Dated: __________, 199__
--------------------------
Signature
NOTICE: THE SIGNATURE ABOVE MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE WARRANT IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed: Date:
-------------------------- ---------------------
-1-
If the Warrant Shares or Warrants for any unexercised balance are to be issued
or paid to a person other than the person in whose name the within Warrant is
registered, or if otherwise requested by the Company or the Warrant Agent, the
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.
REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FRONT SIDE HEREOF
AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.
-2-
ASSIGNMENT
----------
FOR VALUE RECEIVED, ____________________ does hereby sell, assign and
transfer unto:
Please insert Social Security or
other identifying number _____________________________________________________
______________________________________________________________________________
(Type or Print in Block Letters the Name and Address, Including Zip Code, of
Assignee)
the right to purchase __________ shares of Common Stock of XxxXxx, Inc.,
evidenced by the within Warrant, and does hereby irrevocably constitute and
appoint ____________________ Attorney to transfer such right on the books of
XxxXxx, Inc., with full power of substitution in the premises.
If such number of shares assigned shall not be all the Warrant Shares
purchasable upon the exercise of this Warrant, a new Warrant for the balance of
such Warrants remaining unexercised and unassigned shall be registered in the
name of and delivered to:
Please insert Social Security or
other identifying number _____________________________________________________
Name _________________________________________________________________________
(Type or Print in Block Letters)
Address ______________________________________________________________________
Dated: __________, 199__
----------------------------
Signature
NOTICE: THE SIGNATURE ABOVE MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed: Date:
-------------------------------- ----------------------------
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
-1-
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
REFERENCE IS MADE TO THE WARRANT AGREEMENT REFERRED TO ON THE FRONT SIDE HEREOF
AND THE PROVISIONS OF SUCH WARRANT AGREEMENT SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.
-2-
