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EXHIBIT 10.84
THIS WARRANT IS SUBJECT TO THE TERMS AND CONDITIONS OF A
WARRANT AGREEMENT DATED AS OF OCTOBER 21, 1998 ON FILE AT
THE COMPANY'S OFFICES
THIS WARRANT AND THE SECURITIES WHICH MAY BE ISSUED UPON EXERCISE OF
THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS, BY REASON OF
SPECIFIC EXEMPTIONS THEREUNDER, AND CANNOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY
REGISTERED THEREUNDER OR UNLESS APPLICABLE EXEMPTIONS THEREFROM ARE
AVAILABLE.
WARRANT
FOR THE PURCHASE OF ONE HUNDRED THOUSAND
(100,000) SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE (CUSIP NO. 317630 30 9), OF
FINANCIAL PERFORMANCE CORPORATION
Incorporated under the laws of the State of New York
VOID AFTER OCTOBER 31, 2001
This is to certify that, for value received, Xxxx X. Xxxxxxxx, or his assigns
(the "Warrant Holder"), is entitled to purchase at any time during the period
commencing as of October 21, 1998 and ending on or before October 31, 2001
("Exercise Period"), one hundred thousand (100,000) shares of the Common Stock,
par value $0.01 per share (CUSIP No. 317630 30 9), of Financial Performance
Corporation (the "Corporation") from the Corporation at a purchase price of
fifty cents ($0.50) per share, and to receive a certificate or certificates for
the shares of Common Stock purchased upon presentation and surrender to the
Corporation at the office of the Corporation or at the offices of Corporation's
warrant agent, if any, or its successor as warrant agent, of this Warrant with
the exercise form annexed hereto as Exhibit "1" duly completed and executed, and
accompanied by payment of the purchase price of each share purchased either in
cash or by certified or bank cashier's check payable to the direct order of the
Corporation. In lieu of payment of the purchase price in cash or by check as
aforesaid, the Warrant Holder may elect to effectuate the "cashless exercise"
provisions contained in the Warrant Agreement dated as of October 21, 1998 to
which this Warrant is subject.
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This Warrant may be exercised at any time and from time to time during the
Exercise Period by the registered owner or owners hereof in whole, or in part,
for not less than one (1) full share of Common Stock of the Corporation. If this
Warrant is exercised at any time for less than the maximum number of shares of
Common Stock purchasable upon the exercise hereof, the Corporation shall issue
to the registered owner or owners of this Warrant a new warrant of like tenor
and date representing the number of shares of Common Stock equal to the
difference between the number of shares purchasable upon full exercise of this
Warrant and the number of shares that were purchased upon exercise of this
Warrant. No fractional shares of Common Stock will be issued upon the exercise
of rights to purchase hereunder.
The Corporation covenants and agrees that all shares that may be issued upon
exercise of this Warrant shall, upon issuance, be duly and validly issued, fully
paid and non-assessable, and free of all taxes, liens and charges with respect
to the purchase and the issuance of the shares.
The aggregate number of shares of Common Stock of the Corporation that the
Warrant Holder is entitled to receive upon exercise of this Warrant is one
hundred thousand (100,000) shares. The Corporation shall at all times reserve
from its authorized and unissued Common Stock and hold available a sufficient
number of shares of Common Stock to cover the number of shares issuable upon
exercise of this Warrant.
This Warrant is assignable and transferable by delivery, in whole or in part, to
an "Accredited Investor" (as such term is defined in the Securities Act of 1933,
as amended, and the Rules promulgated thereunder), in accordance with the
provisions of the Warrant Agreement referred to below. This Warrant is
transferable in whole or in part on the books of the Corporation by the record
holder hereof in person or by duly authorized attorney upon surrender hereof,
properly endorsed, at the office of the Corporation, or at the office of the
Corporation's warrant agent, if any, in the City of New York and State of New
York, accompanied by a form substantially in the form of the assignment form
annexed hereto as Exhibit "2" duly completed and executed. Every holder of this
Warrant, by taking and holding the same, consents and agrees that title to this
Warrant (together with all rights represented hereby) is assignable and
transferable with the same effect as in the case of a negotiable instrument if
endorsed to a specified person and delivery is made to such person, and that if
endorsed in blank the holder hereof may be treated by the Corporation and all
other persons dealing with this Warrant as the absolute owner hereof for any
purpose, and as the person entitled to exercise this Warrant or to the transfer
thereof on said books, but until such transfer on such books, the Corporation
may treat the record holder as the owner hereof for the purpose of determining
the person entitled to any rights or any notice pursuant to the terms hereof or
for any other purpose.
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This Warrant is issued under and in accordance with that certain Warrant
Agreement dated as of October 21, 1998 and is subject to the terms and
provisions contained therein, as to all of which terms and conditions the
Corporation and the Warrant Holder are bound. Copies of the Warrant Agreement
are on file at the office of the Corporation.
This Warrant will be void unless exercised by 5:00 P.M. Eastern Standard Time on
October 31, 2001. If such date shall in the State of New York be a holiday or a
day on which banks are authorized to close, then the Warrant may be exercised on
the next following day which in the State of New York is not a holiday or a day
on which banks are authorized to close.
This Warrant may not be redeemed by the Corporation at any time.
In witness whereof, the Corporation has caused this Warrant to be duly executed,
by two of its officers duly authorized, as of the 21st day of October, 1998.
Financial Performance Corporation
By:/s/
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Xxxxxxx X. Xxxxxx
Its: President
By:/s/
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Xxxxxxx Xxxx
Its: Secretary
Exhibit 1 - Warrant Exercise Form
Exhibit 2 - Warrant Transfer or Assignment Form
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EXHIBIT "1"
EXERCISE FORM
The undersigned hereby: (1) subscribes for and offers to purchase ___________
shares of Common Stock of Financial Performance Corporation, par value $0.01 per
share (CUSIP No. 317630 30 9), pursuant to the Warrant to which this exhibit is
attached; (2) encloses payment of $________________ for these shares at a price
of fifty cents ($0.50) per share; and (3) requests that a certificate for the
shares be issued in the name of the undersigned or such other name as may be
designated in writing by the undersigned and delivered to the undersigned at the
address specified below.
Date: _____________________
(Please sign exactly as your
name appears on the Warrant)
____________________________________
____________________________________
____________________________________
(Address of warrant holder)
Warrant holder's social security number
____________________________________
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EXHIBIT "2"
TRANSFER OR ASSIGNMENT FORM
To be Completed and Executed by the Registered Owner
in Order to Transfer or Assign Warrants
FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto
Name: _________________________________________
Address: ______________________________________
Social Security No.:___________________________
this Warrant and hereby irrevocably appoints
____________________________________
attorney with full power of substitution to transfer this Warrant Certificate on
the books of Financial Performance Corporation.
Date: ______________, _____ x_________________________________
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