Exhibit 4.5
THIS WARRANT, AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT").
THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES
ONLY AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
ANY APPLICABLE STATE SECURITIES LAW, (B) AN OPINION OF COUNSEL, IN FORM,
SUBSTANCE AND SCOPE REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW OR
(C) RULE 144 UNDER THE SECURITIES ACT.
WARRANT
Right to Purchase
_______ Shares of Common Stock
$0.003 Par Value
Date: __________ __, ____
QUERYOBJECT SYSTEMS CORPORATION
COMMON STOCK PURCHASE WARRANT
THIS CERTIFIES THAT, for value received, ______________________ or
his or its registered assigns ("Holder"), is entitled to purchase from
QUERYOBJECT SYSTEMS CORPORATION, a Delaware corporation ("Company"), at any time
or from time to time until 5.00 p.m., New York City time on the "Expiration
Date" (as defined below) (_______) fully paid and non-assessable shares of the
Company's common stock, par value $0.003 per share ("Common Stock"). Each
Warrant entitles the holder to purchase one share of common stock commencing on
February 7, 2001 ("First Closing") until the five year anniversary thereof, for
an initial exercise price equal to $0.485 ($0.125 above the average closing
price of the shares of Common Stock for the five consecutive trading days ended
two business days prior to the Final Closing) (such average referred to as the
"Final Market Price"). The number of shares of Common Stock issuable upon
exercise hereunder ("Warrant Shares") and the exercise price of the Warrants
granted hereby ("Exercise Price") are subject to adjustment as provided in
Section 3 hereof. The term "Warrants" means this Warrant and the other warrants
of the Company issued in the Company's private offering ("Private Offering")
made pursuant to the Private Placement Memorandum dated as of January 22, 2001.
This Warrant is subject to the following terms, provisions and
conditions:
1. Manner of Exercise; Issuance of Certificates; Payment for Shares.
1.1 Exercise Notice. Subject to the provisions hereof, this Warrant
may be exercised by the Holder hereof, in whole or in part, by the surrender of
this Warrant, together with (i) a completed exercise notice in the form attached
hereto as Exhibit 1 ("Exercise Notice"), to the Company on or before 5:00 p.m.
New York City time on any business day at the Company's principal executive
offices (or such other office or agency of the Company as it may designate by
notice to the Holder hereof) and (ii) payment to the Company in cash, by check
or by wire transfer for the account of the Company, of the Exercise Price for
each of the Warrant Shares specified in the Exercise Notice. The Warrant Shares
so purchased shall be deemed to be issued to the Holder hereof or such Holder's
designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been so surrendered, the
completed Exercise Notice shall have been delivered and payment shall have been
made for such shares as set forth above.
1.2 Delivery of Certificates. Certificates for the Warrant Shares so
purchased, representing the aggregate number of shares specified in the Exercise
Notice, shall be delivered to the Holder hereof within a reasonable time, not
exceeding five business days, after this Warrant shall have been so exercised
and collection of Holder's payment. The certificates so delivered shall be in
such denominations as may be requested by the Holder hereof and shall be
registered in the name of such Holder or such other name as shall be designated
by such Holder. If this Warrant shall have been exercised only in part, then,
unless this Warrant has expired, the Company shall, at its expense, at the time
of delivery of such certificates, deliver to the Holder a new Warrant
representing the number of shares with respect to which this Warrant shall not
then have been exercised.
Subject to Section 1.4 hereof, upon delivery of an Exercise Notice
and payment for the Warrant Shares to be purchased thereby, the Company's
obligation to deliver certificates for such Warrant Shares shall be absolute and
unconditional and the Company agrees not to assert (and hereby waives to the
fullest extent permitted by law) any defenses against its obligation to so
deliver such certificates. In the event the Company fails to deliver such
certificates, the Company understands that the Holder will be entitled to pursue
actual damages (whether or not such failure is caused by the Company's failure
to maintain a sufficient number of authorized shares of Common Stock), and each
Holder shall have the right to pursue all remedies available at law or in equity
(including a decree of specific performance or injunctive relief).
1.3 Period of Exercise. This Warrant shall be exercisable ("Warrant
Period") at any time on or after the date hereof and prior to 5:00 p.m. New York
City time on February 6, 2006 ("Expiration Date").
1.4 Rights of Recision. Any Holder that delivers to the Company an
Exercise Notice at any time during the period beginning on the date the Company
first mails notice to the Holders of Warrants of any contemplated "Corporate
Event" (as defined in Section 2.4 hereof) and the day immediately prior to the
date the Corporate Event is to be effected or consummated, shall have the
absolute right, in his discretion, if the Corporate Event is not effected or
consummated as contemplated, to rescind his Exercise Notice by written notice
delivered to the Company within 10 days after the date on which the Company
delivers notice to such Holder of the cancellation of the Corporate Event. Such
notice of cancellation shall be delivered by the Company to each Holder within
three days of the cancellation of any contemplated Corporate Event.
2. Certain Agreements of the Company. The Company hereby covenants and agrees
as follows:
2.1 Shares to be Fully Paid. All Warrant Shares will, upon issuance in
accordance with the terms of this Warrant, be validly issued, fully paid, and
non-assessable and free from all taxes, liens, claims and encumbrances.
2.2 Reservation of Shares. During the Warrant Period, the Company shall
at all times have authorized, and reserved for the purpose of issuance upon
exercise of this Warrant, a sufficient number of shares of Common Stock to
provide for the exercise of this Warrant.
2.3 No Impairment. The Company will not, by amendment of its charter or
through a reorganization, transfer of assets, consolidation, merger,
dissolution, issuance or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms to be
observed or performed by it hereunder, but will at all times in good faith
assist in the carrying out of all the provisions of this Warrant and in the
taking of all such action as may
2
reasonably be requested by the Holder of this Warrant in order to protect the
exercise privilege of the Holder of this Warrant against dilution or other
impairment, consistent with the tenor and purpose of this Warrant. Without
limiting the generality of the foregoing, the Company (i) will not increase the
par value of any shares of Common Stock receivable upon the exercise of this
Warrant above the Exercise Price then in effect and (ii) will take all such
actions as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable shares of Common Stock upon the
exercise of this Warrant.
2.4 Events Requiring Notice to Holders. The Company shall be required to
give the notice to a Holder upon one or more of the following events: (i) if the
Company shall take a record of the holders of its shares of Common Stock for the
purpose of entitling them to receive any dividend or distribution or (ii) the
Company shall offer to all the holders of its Common Stock any additional shares
of capital stock of the Company or securities convertible into or exchangeable
for shares of capital stock of the Company, or any option, right or warrant to
subscribe therefor, or (iii) a dissolution, liquidation or winding up of the
Company, or a sale of all or substantially all of its property, assets or
business, or a merger or consolidation with another entity in which the Company
is either not the surviving entity or is the surviving entity, but the owners of
the Company's voting capital stock immediately prior to such merger continue to
hold at least 50% of the voting securities of the Company after the merger (each
such event being referred to as a "Corporate Event"). The Company shall give
written notice of such Corporate Event to each Holder of a Warrant at least 20
days prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to the benefit
of, or to participate in, or to vote on such Corporate Event. Such notice shall
specify such record date or the date of the closing of the transfer books, as
the case may be.
3. Adjustment Provisions. During the Warrant Period, the Exercise Price and
the number of Warrant Shares issuable upon exercise of this Warrant shall be
subject to adjustment from time to time as provided in this Section 3 and in the
introductory paragraph of this Warrant.
3.1 Exercise Price Adjustments. The Exercise Price shall be subject to
adjustment from time to time due to:
3.1.1 Stock splits, stock dividends. If at any time when any
Warrants are issued and outstanding, (i) the number of outstanding shares of
Common Stock, as a class, is increased by a stock split, stock dividend,
reclassification or other similar event, the Exercise Price shall be
proportionately reduced; and (ii) the number of outstanding shares of Common
Stock, as a class, is decreased by a reverse stock split, combination or
reclassification of shares, or other similar event, the Exercise Price shall be
proportionately increased;
3.1.2 A Reduction in Market Price. If (a) Shareholder Approval (as
defined in the Agency Agreement between the Company and EarlyBirdCapital, Inc.
dated January 22, 2001 ("Agency Agreement")) is obtained, (b) there is a Final
Closing (as defined in the Agency Agreement), and (c) the Final Market Price (as
defined in the Agency Agreement) is lower than the First Market Price, then the
Warrants to be issued at the Final Closing shall have an exercise price equal to
$0.125 above the Final Market Price and the exercise price of the Warrants
issued to investors at the First Closing shall be reduced to the same price.
3.2 Adjustment in the Aggregate Number of Shares. Upon each adjustment
of the Exercise Price pursuant to the provisions of this Section 3, the
aggregate number of Warrant Shares issuable upon the exercise of Warrants shall
be adjusted to the nearest full number by multiplying the Exercise Price in
effect immediately prior to such adjustment by the number of Warrant Shares
issuable upon exercise of the Warrants immediately prior to such adjustment and
dividing the product so obtained by the adjusted Exercise Price.
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3.3 Adjustment Due to Mergers, Consolidation, etc. If, at any time when
any Warrants are issued and outstanding, there shall be (each of the following
being referred to as a "Merger Event") (i) any reclassification or change of the
outstanding shares of Common Stock (other than a change in par value, or from
par value to no par value, or from no par value to par value, or as a result of
a subdivision or combination described in Section 3.1.1 above), (ii) any
consolidation or merger of the Company with any other corporation (other than a
merger in which the Company is the surviving or continuing entity and the owners
of the Company's voting capital stock immediately prior to such merger continue
to hold at least 50% of the voting securities of the Company after the merger),
(iii) any sale or transfer of all or substantially all of the assets of the
Company or (iv) any share exchange pursuant to which all of the outstanding
shares of Common Stock are converted into other securities or property, then the
Holders of Warrants shall thereafter have the right to receive upon exercise of
their Warrants, upon the basis and upon the terms and conditions specified
herein and in lieu of shares of Common Stock, such shares of stock, securities
and other property as would have been issuable or payable in connection with the
Merger Event with respect to or in exchange for the number of shares of Common
Stock immediately theretofore issuable and receivable upon the exercise of the
Warrants held by such Holders had such Merger Event not taken place, and in any
such case appropriate provisions shall be made with respect to the rights and
interests of the Holders of the Warrants to the effect that the provisions
hereof (including, without limitation, provisions for adjustment of the Exercise
Price and the corresponding number of shares of Common Stock issuable upon
exercise of the Warrants) shall thereafter be applicable, as nearly as may be
practicable in relation to any shares of stock or securities thereafter
deliverable upon the exercise thereof. The Company shall not effect any
transaction described in this Section 3.3 unless (x) each Holder of the Warrants
has been mailed written notice of such transaction at least 20 days prior to the
record date for the determination of stockholders entitled to vote with respect
thereto, and (y) the resulting successor or acquiring entity (if not the
Company) assumes by written instrument the obligations of this subsection 3.1.3.
The above provisions shall similarly apply to successive reclassifications,
consolidations, mergers, sales, transfers or share exchanges.
3.4 Adjustment for Other Events. If any event occurs as to which the
foregoing provisions of this Section 3 are not strictly applicable or, if
strictly applicable, would not fairly and adequately protect the exercise rights
of the Warrants in accordance with the essential intent and principles of such
provisions, then the Board of Directors shall make such adjustments in the
application of such provisions, in accordance with such essential intent and
principles, as shall be reasonably necessary, to protect such exercise rights as
aforesaid, but in no event shall any such adjustment have the effect of
increasing the Exercise Price or decreasing the number of shares of Common Stock
issuable upon exercise of any Warrants.
4. Limitation on Sales. Each holder of this Warrant acknowledges that this
Warrant and the Warrant Shares have not been registered under the Securities Act
of 1933 ("Act") as of the date of issuance hereof and agrees not to sell,
pledge, distribute, offer for sale, transfer or otherwise dispose of this
Warrant, or any Warrant Shares issued upon its exercise, in the absence of (i)
an effective registration statement under the Act as to this Warrant or such
Warrant Shares and registration or qualification of this Warrant or such Warrant
Shares under any applicable Blue Sky or state securities law then in effect or
(ii) an opinion of counsel, satisfactory to the Company, that such registration
and qualification are not required.
Without limiting the generality of the foregoing, unless the
offering and sale of the Warrant Shares to be issued upon the particular
exercise of the Warrant shall have been effectively registered under the Act,
the Company shall be under no obligation to issue the shares covered by such
exercise unless and until the Holder shall have executed an investment letter in
form and substance satisfactory to the Company, including a warranty at the time
of such exercise that it is acquiring such shares for its own account, and will
not transfer the Warrant Shares unless pursuant to an effective and current
registration statement under the Act or an exemption from the registration
requirements of the Act and any other applicable restrictions, in which event
the Holder shall be bound by the provisions of a legend or legends to such
effect which shall be endorsed
4
upon the certificate(s) representing the Warrant Shares issued pursuant to such
exercise. In such event, the Warrant Shares issued upon exercise hereof shall be
imprinted with a legend in substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED
OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO
AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SAID ACT OR APPLICABLE STATE SECURITIES LAWS,
SUPPORTED BY AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED."
5. Issue Tax. The issuance of certificates for Warrant Shares upon the
exercise of this Warrant shall be made without charge to the Holder of this
Warrant or such Warrant Shares for any issuance tax or other costs in respect
thereof, provided that the Company shall not be required to pay any tax which
may be payable in respect of any transfer involved in the issuance and delivery
of any certificate in a name other than the Holder of this Warrant.
6. No Rights or Liabilities as Stockholder. The Holders of unexercised
Warrants are not entitled, by virtue of being such Holders, to receive
dividends, to vote, and except as provided in Section 2.4 hereof, to receive
notice of stockholders' meetings or to exercise any other rights whatsoever as
stockholders of the Company. No provision of this Warrant, in the absence of
affirmative action by the Holder hereof to exercise this Warrant for Warrant
Shares, and no mere enumeration herein of the rights or privileges of the Holder
hereof, shall give rise to any liability of such Holder for the Exercise Price
or as a stockholder of the Company, whether such liability is asserted by the
Company or by creditors of the Company.
7. Transfer, Exchange, and Replacement of Warrant.
7.1 Transfer.
7.1.1 Restriction on Transfer. This Warrant and the rights granted
to the Holder hereof are transferable, in whole or in part, upon surrender of
this Warrant, together with a properly executed assignment in the form attached
hereto as Exhibit 2, at the office or agency of the Company referred to in
Section 7.5 below. Until due presentment for registration of transfer on the
books of the Company, the Company may treat the registered Holder hereof as the
owner and Holder hereof for all purposes, and the Company shall not be affected
by any notice to the contrary. Notwithstanding anything herein contained to the
contrary, the Holder agrees and understands that he shall not sell or offer to
sell any Warrants or Warrant Shares for a period of 12 months from the date of
the First Closing without the prior written consent of EarlyBirdCapital, Inc.
("EarlyBirdCapital"). The Warrant Shares will be printed with a legend to such
effect. EarlyBirdCapital is a third-party beneficiary of this Section and this
Section may not be modified or amended without the prior written agreement of
EarlyBirdCapital.
7.1.2 Exercise or Transfer Without Registration. If, at the time of
the surrender of this Warrant in connection with any exercise, transfer or
exchange of this Warrant, this Warrant (or, in the case of any exercise, the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act and under applicable state securities or blue sky laws, the Company may
require, as a condition of allowing such exercise, transfer or exchange that the
Holder or transferee
5
of this Warrant, as the case may be, furnish to the Company a written opinion of
counsel (which opinion of counsel shall be reasonably acceptable to the Company)
to the effect that such exercise, transfer or exchange may be made without
registration under the Securities Act and under applicable state securities or
blue sky laws.
7.2 Warrant Exchangeable for Different Denominations. This Warrant is
exchangeable, upon the surrender hereof by the Holder hereof at the office or
agency of the Company referred to in Section 7.5 below, for new Warrants of like
tenor of different denominations representing in the aggregate the right to
purchase the number of Warrant Shares which may be purchased hereunder, each of
such new Warrants to represent the right to purchase such number of shares as
shall be designated by the Holder hereof at the time of such surrender.
7.3 Replacement of Warrant. Upon 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, upon
delivery of an indemnity agreement reasonably satisfactory in form and amount to
the Company, or, in the case of any such mutilation, upon surrender and
cancellation of this Warrant, the Company, at its expense, will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
7.4 Cancellation; Payment of Expenses. Upon the surrender of this Warrant
in connection with any transfer, exchange or replacement as provided in this
Section 7, this Warrant shall be promptly canceled by the Company. The Company
shall pay all taxes (other than securities transfer taxes) and all other
expenses (other than legal expenses, if any, incurred by the Holder or
transferees) and charges payable in connection with the preparation, execution
and delivery of Warrants pursuant to this Section 7.
7.5 Warrant Register. The Company shall maintain, at its principal
executive offices (or at the offices of the transfer agent for the Warrants or
such other office or agency of the Company as it may designate by notice to the
Holder hereof), a register for this Warrant ("Warrant Register"), in which the
Company shall record the name and address of the person in whose name this
Warrant has been issued, as well as the name and address of each transferee and
each prior owner of this Warrant.
8. Registration Rights. The Holder of this Warrant and/or the Warrant Shares
and any transferee hereof and thereof is entitled to the benefit of such
registration rights in respect of the Warrant Shares as are set forth in the
Subscription Agreement that has been entered into by the Company and each
subscriber of the Private Offering ("Subscription Agreement").
9. Redemption.
9.1 Redemption Rights. The Company may redeem all (but not less than
all) of the Warrants at any time, at the price of $.01 per Warrant, upon notice
referred to in Section 9.2, provided that (i) the Warrant Shares have been
registered for resale by means of the Registration Statement as defined in the
Subscription Agreement or any other registration statement; (ii) the
Registration Statement is current and effective at the time the aforementioned
notice is sent and through the redemption period; and (iii) the closing sales
price of the Common Stock has been at least 160% of the then Exercise Price of
the Warrants for 20 consecutive days ending within two business days of the
notice of redemption as referred to in Section 9.2 below.
9.2 Date Fixed for Redemption; Notice of Redemption. In the event
the Company shall elect to redeem all of the Warrants, the Company shall fix a
date for the redemption and mail a notice of redemption by first class mail,
postage prepaid, not less than 30 days from the date fixed
6
for redemption to the Holders of the Warrants at their last address as they
shall appear on the registration books. Any notice mailed in the manner herein
provided shall be conclusively presumed to have been duly given whether or not
the registered Holder received such notice. The Notice of redemption shall
specify (i) the redemption price, (ii) the date fixed for redemption, (iii) the
place where the Warrant is to be delivered and the redemption price paid and
(iv) that the right to exercise the Warrant shall terminate at 5:00 P.M. Eastern
Time on the business day immediately preceding the Redemption Date. No failure
to mail such notice nor any defect therein or in the mailing thereof shall
affect the validity of the proceedings for such redemption except as to a Holder
(a) to whom notice was not mailed or (b) whose notice was defective. An
affidavit of the Secretary of the Company that notice of redemption has been
mailed shall, in the absence of fraud, be prima facie evidence of the facts
stated therein.
9.3 Exercise After Notice of Redemption. The Warrants may be
exercised in accordance with Section 1 of this Agreement at any time after
notice of redemption shall have been given by the Company pursuant to Section
9.2 hereof and until the business day immediately preceding the Redemption Date.
On and after the redemption date, the Holder of the Warrants shall have no
further rights except to receive, upon surrender of the Warrants, the redemption
price.
10. Miscellaneous.
10.1 Notices. Any notices required or permitted to be given under the
terms of this Warrant shall be in writing and shall be sufficiently given if
delivered to the addressees in person by overnight courier service, by confirmed
facsimile or, if mailed, postage prepaid certified mail (return receipt
requested), and shall be effective three days after being placed in the mail if
mailed, or upon receipt or refusal of receipt, if delivered personally or by
courier or confirmed telecopy, in each case addressed to a party. The addresses
for such communications shall be:
If to the Company:
7
QueryObject Systems Corporation
Xxx Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx Xxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxx, Chief Financial Officer
and Executive Vice President
Telecopy: (000) 000-0000
with a copy to:
Xxxxxx Xxxxxxxx Frome Xxxxxxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
Attn: Xxxxx Xxxxx, Esq.
Xxxxxxxx Xxxxxx & Xxxxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attn: Xxxxx Xxxx Xxxxxx, Esq.
Telecopy: (000) 000-0000
and if to the Holder, at such address as such Holder shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 10.
10.2 Governing Law; Jurisdiction. This Warrant will be deemed to have been
made and delivered in New York City and will be governed as to validity,
interpretation, construction, effect and in all other respects by the internal
laws of the State of New York. The Company and the Holder each hereby (i) agrees
that any legal suit, action or proceeding arising out of or relating to this
Warrant shall be instituted exclusively in New York State Supreme Court, County
of New York, or in the United States District Court for the Southern District of
New York, (ii) waives any objection to the venue of any such suit, action or
proceeding and the right to assert that such forum is not a convenient forum for
such suit, action or proceeding, and (iii) irrevocably consents to the
jurisdiction of the New York State Supreme Court, County of New York, and the
United States District Court for the Southern District of New York in any such
suit, action or proceeding and the Company further agrees to accept and
acknowledge service or any and all process which may be served in any such suit,
action or proceeding in New York State Supreme Court, County of New York or in
the United States District Court for the Southern District of New York and
agrees that service of process upon it mailed by certified mail to its address
shall be deemed in every respect effective service of process upon it in any
suit, action or proceeding.
10.3 Amendments. This Warrant and any provision hereof may only be amended
by an instrument in writing signed by the Company and the Holder hereof.
10.4 Section Headings. Section headings herein have been inserted for
reference only and shall not be deemed to otherwise affect, in any matter, or be
deemed to interpret in whole or part, any of the terms or provisions of this
Warrant.
8
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer.
QUERYOBJECT SYSTEMS CORPORATION
By:
------------------------------------
Name: Xxxxxx X. Xxxx
Title: Executive Vice President and Chief
Financial Officer
9
EXHIBIT 1
Form to be used to exercise Warrant:
EXERCISE NOTICE
QueryObject Systems Corporation
Xxx Xxxxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx Xxxxxxx, XX 00000
Attn: Executive Vice President
Date:_________________
The undersigned hereby elects to purchase ________ shares of the
Common Stock of QueryObject Systems Corporation, pursuant to terms of the
attached Warrant, and tenders herewith payment of the purchase price of such
shares in full, together with all applicable transfer taxes, if any.
Please issue the Warrant Shares in accordance with the instructions
given below.
Please issue a certificate or certificates representing said shares
of the Common Stock in the name of the undersigned or in such other name as is
specified below:
------------------------------
Signature
------------------------------
Print Name
NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN WARRANT IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
INSTRUCTIONS FOR REGISTRATION OF SECURITIES
Name
----------------------------------------------------------
(Print in Block Letters)
Address
----------------------------------------------------------
EXHIBIT 2
Form to be used to assign Warrant:
ASSIGNMENT
(To be executed by the registered Holder to effect a transfer of the
within Warrant):
FOR VALUE RECEIVED, ____________________________________ does hereby
sell, assign and transfer unto______________________________________ a Warrant
to purchase ______________ shares of Common Stock of QueryObject Systems
Corporation ("Company") evidenced by the within and does hereby authorize the
Company to transfer such right on the books of the Company.
Dated: ___________________
------------------------------
Signature
------------------------------
Print Name
NOTICE: THE SIGNATURE TO THIS FORM MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN WARRANT IN EVERY PARTICULAR WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.
