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EXHIBIT 4.2
THIS WARRANT AND THE SECURITIES UNDERLYING THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF WITHOUT AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH
TRANSFER OR DISPOSITION DOES NOT VIOLATE THE SECURITIES ACT, THE RULES AND
REGULATIONS THEREUNDER OR APPLICABLE STATE SECURITIES LAWS. NO TRANSFER OF
THIS WARRANT OR THE SECURITIES UNDERLYING THIS WARRANT SHALL BE MADE UNLESS THE
CONDITIONS SPECIFIED HEREIN ARE SATISFIED.
No. of Shares: 130,000 Warrant No. One (1)
WARRANT
To Purchase Capital Stock of
DELTEK SYSTEMS, INC.
Expiring April 30, 2001
THIS CERTIFIES THAT, for value received, SALESKIT SOFTWARE
CORPORATION, a Missouri corporation (the "Initial Holder"), or registered
assigns, is entitled to purchase from DELTEK SYSTEMS, INC., a Virginia
corporation (the "Company"), at any time after April 30, 1998, and on or before
April 30, 2001 (the "Expiration Date"), ONE HUNDRED THIRTY THOUSAND (130,000)
shares of Capital Stock of the Company, at the Purchase Price (as hereinafter
defined) in lawful money of the United States of America, subject to the
provisions, limitations and restrictions of Sections 3 and 5 hereof. The
number of shares of Capital Stock purchasable hereunder and the Purchase Price
therefor are subject to adjustment as hereinafter set forth in Section 6. No
adjustments shall be made for any cash dividends on Warrant Shares issuable
upon the exercise of this Warrant.
SECTION 1. DEFINITIONS. For all purposes of this Warrant the following terms
shall have the meanings indicated:
"Affiliate" of any Person shall mean any other Person directly or
indirectly controlling, controlled by or under direct or indirect common
control with such Person. A Person shall be deemed to control another Person
if such first Person possesses directly or indirectly the power to direct, or
cause the direction of, the management and policies of the second Person,
whether through the ownership of voting securities, by contract or otherwise.
"Basic Purchase Price" shall mean the initial purchase price per share
of Capital Stock set forth in Section 2.
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"Capital Stock" shall mean the shares of capital stock of the Company
as defined in Section 7.
"Commission" shall mean the Securities and Exchange Commission, or any
other Federal agency then administering the Securities Act.
"Company" shall include any corporation which shall succeed to or
assume the obligations of the Company hereunder.
"Exchange Act" shall mean the Securities Exchange Act of 1934, or any
similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
"Person" means an individual, an association, a partnership, a
corporation, a trust or an unincorporated organization or any other entity or
organization.
"Purchase Price" shall mean the Basic Purchase Price or such Basic
Purchase Price as adjusted from time to time pursuant to the provisions hereof.
"Securities Act" shall mean the Securities Act of 1933, or any similar
Federal statute, and the rules and regulations of the Commission thereunder,
all as the same shall be in effect at the time.
"Transfer" as used in Section 5 shall include any disposition of any
Warrants or Warrant Shares, or of any interest in either thereof which would
constitute a sale thereof within the meaning of the Securities Act.
"Warrant Shares" shall mean the shares of Capital Stock purchased or
purchasable by the registered holders of Warrants upon the exercise thereof
pursuant to Section 3 thereof.
"Warrantholders" shall mean the registered holder or holders of the
Warrants and any related Warrant Shares.
"Warrants" shall mean this Warrant and all Warrants issued in
exchange, transfer or replacement hereof.
All terms used in this Warrant which are not defined in Section 1 have
the meanings respectively set forth therefor elsewhere in this Warrant.
SECTION 2. BASIC PURCHASE PRICE. The Basic Purchase Price at which a holder
may exercise this Warrant shall be a price per share equal to Twenty-two and
No/100 Dollars ($22.00).
SECTION 3. EXERCISE OF WARRANT, ETC.
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3.1. Procedure for Exercise of Warrant. To exercise this Warrant in
whole or in part, the registered holder hereof shall deliver to the Company at
its principal executive offices in McLean, Virginia (or such other office or
agency of the Company in the continental United States as shall also be a
transfer agent for the Capital Stock as the Company may designate by notice in
writing to the holder of this Warrant) (i) the Subscription Form attached
hereto completed to specify the number of shares of Capital Stock as to which
such holder is electing to exercise this Warrant, (ii) cash or a certified or
official bank check, payable to the order of the Company, in an amount equal to
the then aggregate Purchase Price of the shares of Capital Stock being
purchased and (iii) this Warrant. Upon receipt thereof, such holder shall be
deemed to be the holder of record of the Capital Stock issuable upon such
exercise, notwithstanding that the stock transfer books of the Company shall
then be closed or that certificates representing such Capital Stock shall not
then be actually delivered to such holder, and the Company shall, as promptly
as practicable, and in any event within five business days thereafter, execute
or cause to be executed and delivered to such holder, or as such holder may
direct, a certificate or certificates representing the aggregate number of
shares of Capital Stock specified in said Subscription Form. Each stock
certificate so delivered shall be in such denomination as may be requested by
the registered 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, the Company shall, at the time of
delivery of said stock certificate or certificates, deliver to such holder a
new Warrant evidencing the rights of such holder to purchase the remaining
shares of Capital Stock covered by this Warrant.
3.2. Transfer Restriction Legend. Each certificate for Warrant
Shares initially issued upon exercise of this Warrant, unless at the time of
exercise such Warrant Shares are registered under the Securities Act, shall
bear the following legend (and any additional legend required by applicable law
or any securities exchange upon which such Warrant Shares may, at the time of
such exercise, be listed) on the face thereof:
"The transfer, disposition for value or surrender for exchange
of the securities represented hereby is subject to the restrictions
set forth in Section 5 of the Warrant No. One (1) dated as of April
30, 1998 of Deltek Systems, Inc. and delivered to the original holder
thereof, a copy of which is available for inspection at the office of
Deltek Systems, Inc. and no transfer, disposition for value or
surrender for exchange of such securities shall be valid or effective
unless and until the terms and conditions of such Section 5 of said
Warrant shall have been complied with."
Any certificate issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon
completion of a public distribution under a registration statement of the
securities represented thereby) shall also bear such legend unless, in the
opinion of counsel for the holder thereof reasonably satisfactory to counsel
for the Company, the securities represented thereby need no longer be subject
to the restrictions contained in said Section 5. The provisions of said
Section 5 shall be binding upon all subsequent holders of
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certificates bearing the above legend, and shall also be applicable to all
subsequent holders of this Warrant.
3.3. Character of Warrant Shares. All shares of Capital Stock
issuable upon the exercise of this Warrant shall be duly authorized, validly
issued, fully paid and non-assessable; and without limiting the generality of
the foregoing, the Company covenants and agrees that it will from time to time
take all such action as may be requisite to assure that the par value per share
of Capital Stock is at all times equal to or less than the then effective
Purchase Price.
3.4. Expenses. The Company shall pay all expenses, taxes and other
charges payable in connection with the preparation, execution and delivery of
stock certificates pursuant to this Section 3, except that, in case such stock
certificates shall be registered in a name or names other than the name of the
registered holder of this Warrant, funds sufficient to pay all stock transfer
taxes which shall be payable upon the execution and delivery of such stock
certificate or certificates shall be paid by the registered holder hereof to
the Company at the time of delivering this Warrant to the Company as mentioned
in Subsection 3.1 above.
SECTION 4. OWNERSHIP OF THIS WARRANT.
4.1. Registration. The Company may deem and treat the person in
whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or other writing hereon made by
anyone other than the Company) for all purposes and shall not be affected by
any notice to the contrary, until presentation of this Warrant for registration
of transfer as provided in this Section 4. Acceptance of this Warrant by the
Warrantholder shall be deemed to constitute the unqualified acceptance by the
Warrantholder of all of the terms and conditions set forth herein.
4.2. Exchange. This Warrant is exchangeable, upon the surrender
hereof by the registered holder to the Company at its office or agency
described in Section 3, for new Warrants of like tenor and date representing in
the aggregate the right to purchase the number of shares purchasable hereunder,
each of such new Warrants to represent the right to purchase such number of
shares as shall be designated by said registered holder at the time of such
surrender.
4.3. Transfer. This Warrant and all rights hereunder are
transferable in whole or in part upon the books of the Company, subject to the
provisions of Section 5, (i) only by the Initial Holder hereof, in person or by
duly authorized attorney and (ii) only to an Affiliate or to one or more of the
Initial Holder's stockholders and debentureholders as contemplated by Section
13. A new Warrant shall be made and delivered by the Company, of the same
tenor as this Warrant but registered in the name of the transferee, upon
surrender of this Warrant duly endorsed, at said office or agency of the
Company. Any such new Warrant and any rights thereunder shall not be
transferrable by such transferee except to an Affiliate of such transferee.
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4.4. Replacement. Upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant, and, in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it, and upon surrender and cancellation of this
Warrant, if mutilated, the Company will make and deliver a new Warrant of like
tenor, in lieu of this Warrant, provided, that if the registered holder hereof
is an institutional holder or a nominee for an institutional holder an
agreement of indemnity by such institutional holder shall be sufficient for all
purposes of this Section 4. This Warrant shall be promptly canceled by the
Company upon the surrender hereof in connection with any exchange, transfer or
replacement.
4.5. Expenses. The Company shall pay all expenses (other than those
in connection with any opinion of Warrantholder's counsel require pursuant to
Section 5.2), taxes (other than stock transfer taxes) and other charges payable
in connection with the preparation, execution and delivery of Warrants pursuant
to this Section 4.
SECTION 5. RESTRICTIONS ON EXERCISE AND TRANSFER.
5.1. Restriction. Notwithstanding any provisions contained in this
Warrant to the contrary, this Warrant shall not be exercisable or transferable
and the related Warrant Shares shall not be transferable except upon the
conditions specified in this Section 5, which conditions are intended to insure
compliance with the provisions of the Securities Act in respect of the exercise
or transfer of such Warrant or transfer of such Warrant Shares. The holder of
this Warrant agrees that it will not (i) transfer this Warrant prior to
delivery to the Company of an opinion of such holder's counsel as described in
clause (1) of Subsection 5.2, (ii) exercise this Warrant prior to delivery to
the Company of an opinion of such holder's counsel as described in clause (1)
of Subsection 5.2, or until registration of the related Warrant Shares under
the Securities Act has become effective, or (iii) transfer such Warrant Shares
prior to delivery to the Company of an opinion of such holder's counsel as
described in clause (1) of Subsection 5.2, or until registration of such
Warrant Shares under the Securities Act has become effective.
5.2. Notice of Intention to Exercise; Counsel. The holder of this
Warrant agrees that prior to any exercise or transfer of this Warrant or any
transfer of the related Warrant Shares (unless the registration of such Warrant
Shares under the Securities Act has become effective), such holder will give
written notice to the Company of its intention to effect such exercise and/or
transfer, together with a copy of the opinion of such holder's counsel as to
the necessity or non-necessity for registration and the availability of an
exemption from registration under the Securities Act in connection with such
exercise and/or transfer (which opinion shall be reasonably satisfactory to
counsel for the Company). The following provisions shall then apply:
(1) If in the opinion of such counsel, the proposed exercise
or transfer of this Warrant and/or the proposed transfer of such
Warrant Shares may be effected without registration under the
Securities Act of this Warrant and/or such Warrant Shares pursuant to
an exemption from registration, the holder of this Warrant shall be
entitled to exercise
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or transfer this Warrant and/or transfer such Warrant Shares in
accordance with the intended method of disposition specified in the
notice delivered by such holder to the Company.
(2) If in the opinion of such counsel the proposed exercise or
transfer of this Warrant and/or the proposed transfer of such Warrant
Shares may not be effected without registration under the Securities
Act of this Warrant and/or such Warrant Shares, the holder of this
Warrant shall not be entitled to exercise or transfer this Warrant
and/or transfer such Warrant Shares until such registration is
effective, and the Expiration Date shall be extended until
seventy-five (75) days after such registration has become effective;
provided however, that nothing contained in this clause (2) shall
require the Company to register this Warrant.
SECTION 6. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF WARRANT SHARES
PURCHASABLE.
6.1. Adjustments. The Purchase Price and the number of Warrant
Shares purchasable pursuant to this Warrant shall be subject to adjustment from
time to time as hereinafter provided.
6.2. Stock Dividends, Splits and Reverse Splits. In case at any time
the Company shall (i) declare a dividend on its Capital Stock in shares of any
class of its Capital Stock, (ii) subdivide its outstanding shares of Capital
Stock into a greater number of shares, or (iii) combine its outstanding shares
of Capital Stock into a smaller number of shares, the Exercise Price in
effect, and the number and kind of Warrant Shares purchasable upon the exercise
of this Warrant, immediately prior to the record date for such dividend or the
effective date of such subdivision or combination shall be proportionately
adjusted so that the holder of this Warrant shall thereafter have the right to
receive, upon the basis and upon the terms and conditions specified herein, the
aggregate number and kind of shares of Capital Stock which, if this Warrant had
been exercised immediately prior to such time, the holder of this Warrant would
have owned upon such exercise and been entitled to receive by virtue of such
dividend, subdivision or combination.
6.3. Effect of Reorganizations and Asset Sales. If any capital
reorganization or reclassification of the capital stock of the Company, or
consolidation or merger of the Company with another corporation, or the sale or
transfer of all or substantially all of its assets to another corporation, or
any divisive reorganization by way of a spin-off, split-up or otherwise, shall
be effected in such a way that holders of Capital Stock shall be entitled to
receive stock, securities or assets with respect to or in exchange for Capital
Stock, then as a condition of such transaction, lawful and adequate provision
shall be made whereby each holder of Warrants shall thereafter have the right
to receive upon the basis and upon the terms and conditions specified herein
and in lieu of or in addition to the shares of the Capital Stock of the Company
immediately theretofore receivable upon the exercise of such Warrants, such
shares of stock, securities or assets as may be issued or payable with respect
to or in exchange for a number of outstanding shares of such Capital Stock
equal to the number of shares of such stock immediately theretofore so
receivable had such transaction not taken place; and in any such case
appropriate provision shall be made
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with respect to the rights and interests of such holder to the end that the
provisions hereof (including, without limitation, provisions for adjustment of
the Purchase Price and of the number of Warrant Shares issuable upon exercise)
shall thereafter be applicable, as nearly as may be practicable, in relation to
any shares of stock, securities or assets thereafter deliverable upon the
exercise of such Warrants. The Company shall not effect any such transaction
unless prior to or simultaneously with the consummation thereof each successor
corporation (if other than the Company) resulting from such transaction or the
entities or entity purchasing such assets shall assume by written instrument
executed and mailed or delivered to each holder, the obligation to deliver to
such holder such shares of stock, securities or assets as, in accordance with
the foregoing provisions, such Warrantholder may be entitled to receive, and
containing its or their express assumption of the due and punctual performance
and observance of every provision of this Warrant to be performed and observed
by the Company and of all (or the appropriate part) of the liabilities and
obligations of the Company hereunder.
6.4. Accountants' Certificate. Upon each adjustment of the Purchase
Price and upon each change in the number of shares of Capital Stock issuable
upon the exercise of this Warrant, and in the event of any change in the rights
of the holder of this Warrant by reason of other events herein set forth, then
and in each such case, the Company will promptly obtain a certificate of a firm
of independent certified public accountants of recognized standing selected by
the Company's Board of Directors (who may be the regular auditors of the
Company), stating the adjusted Purchase Price and the new number of shares so
issuable, or specifying the other shares of stock, securities or assets and the
amount thereof receivable as a result of such change in rights, and setting
forth in reasonable detail the method of calculation and the facts upon which
such calculation is based. The Company will promptly mail a copy of such
accountants' certificate to the registered holder of this Warrant. The
certificate of such firm of independent public accountants shall be conclusive
evidence of the correctness of the computation with respect to any such
adjustment of the Purchase Price and any such change in the number of such
shares so issuable.
6.5. Fractional Warrant Shares. If the number of Warrant Shares
purchasable upon the exercise of this Warrant is adjusted pursuant to
Subsection 6.2, the Company shall nonetheless not be required to issue
fractions of Warrant Shares upon exercise of this Warrant or to distribute
certificates which evidence fractional Warrant Shares. In lieu of fractional
Warrant Shares, there shall be paid to the registered Warrantholder hereof at
the time this Warrant is exercised as herein provided an amount in cash in
United States dollars equal to the same fraction of the Current Market Price of
one share of Capital Stock. For the purposes hereof, "Current Market Price"
for a share of Capital Stock on any date shall be deemed to be the average of
the daily market prices over a period of thirty (30) consecutive calendar days
before such date. The market price for each such business day shall be the
last sale price on such day on the principal securities exchange on which the
Capital Stock is then listed or admitted to trading, or, if no sale takes place
on such day on any such exchange, the closing bid price on such as officially
quoted on any such exchange, or if the Capital Stock is not then listed or
admitted to trading on any stock exchange, the market price for each such
business day shall be the representative closing
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bid price on such day in the over-the-counter market, as reported through
NASDAQ, or, if such prices are not at the time so reported, as furnished by any
member of the National Association of Securities Dealers, Inc. selected by the
Company. If and so long as there shall be no exchange or over-the-counter
market for the Capital Stock during the 30-day period prior to the date on
which Current Market Price is to be determined, the Current Market Price shall
be deemed to be the greater of the Exercise Price or such price, if any, at
which the most recent issue and sale by the Company of Capital Stock in an
arm's length transaction took place within the 180-day period prior to the date
on which Current Market Price is to be determined.
SECTION 7. DEFINITION OF CAPITAL STOCK. As used therein, the term "Capital
Stock" shall mean and include the Company's authorized Common Stock, $.001 par
value, as constituted at April 30, 1998, and shall also include any capital
stock of any class of Company hereafter authorized which shall not be limited
to a fixed sum or percentage of par value in respect of the rights of the
holders thereof to participate in dividends and in the distribution of assets
upon the voluntary or involuntary liquidation, dissolution or winding up of the
Company, provided, that, except as provided in Subsection 6.2, the shares
receivable upon exercise of the Warrants shall include only shares designated
as capital stock on that date, or shares of any class or classes resulting from
any reclassification or reclassifications thereof which are not limited to any
such fixed sum or percentage of par value and are not subject to redemption by
the Company.
SECTION 8. SPECIAL AGREEMENTS OF THE COMPANY. The Company covenants and
agrees as hereinafter provided in this Section 8.
8.1. Reserve Shares. The Company will reserve and set apart and have
at all times, free from preemptive rights, a number of shares of authorized but
unissued Capital Stock deliverable upon the exercise of the Warrants or of any
other rights or privileges provided for therein sufficient to enable it at any
time to fulfill all its obligations thereunder.
8.2. Certain Actions. The Company will not, by amendment of its
articles of incorporation or through any reorganization, transfer of assets,
consolidation, merger, issue or sale of securities or otherwise, avoid or take
any action which would have the effect of avoiding the observance or
performance of any of the terms to be observed or performed hereunder by the
Company, but will at all times in good faith assist in carrying out all of the
provisions of this Warrant.
8.3. Governmental Approvals. If any shares of Capital Stock required
to be reserved for the purposes of exercise of this Warrant require
registration with or approval of any governmental authority under any federal
law (other than the Securities Act) or under any state law before such shares
may be issued upon exercise of this Warrant, the Company will, at its expense,
as expeditiously as possible use its best effort to cause such shares to be
duly registered or approved, as the case may be.
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8.4. Registration of Warrant Shares. Not later than December 31,
1998, the Company shall, at its sole expense, file an appropriate registration
statement with the Commission under the Securities Act with respect to the
Warrant Shares and will use its best efforts to cause such registration
statement to become effective under the Act as soon thereafter as is
practicable. The Issuer will, at its sole expense, use its best efforts to
keep such registration effective, by post-effective amendment or otherwise,
until the earlier of the sale pursuant thereto of the Warrant Shares so
registered or the Expiration Date.
8.5. Listing on Securities Exchanges; Registration. If, and so long
as the Company's Capital Stock is listed on any national securities exchange
(as defined in the Exchange), the Company will, at its expense, obtain and
maintain the approval for listing upon official notice of issuance of all
shares of Capital Stock issuable upon the exercise of the Warrants at the time
outstanding and maintain the listing of such shares after their issuance; and
the Company will use its best effort so to list on such national securities
exchange, to register under the Exchange Act (or any similar statute then in
effect), and to maintain such listing of, any other securities that at any time
are issuable upon exercise of the Warrants if and at the time that any
securities of the same class shall be listed on such national securities
exchange by the Company.
8.6. Successors. This Warrant shall be binding upon any corporation
succeeding to the Company by merger, consolidation or acquisition of all or
substantially all of the Company's assets.
SECTION 9. NOTIFICATIONS BY THE COMPANY. In case at any time:
(1) the Company shall declare any dividend payable in stock
upon its Capital Stock or make any distribution (other than cash
dividends which are not in a greater amount per share than the most
recent cash dividend) to the holders of its Capital Stock;
(2) the Company shall propose to make an offer for
subscription pro rata to the holders of its Capital Stock of any
additional shares of stock of any class or other rights;
(3) there shall be proposed any other transaction of a type
referred to in Subsections 6.2 or 6.3; or
(4) there shall be proposed a voluntary or involuntary
dissolution, liquidation or winding-up of the Company;
then, in any one or more of such cases, the Company shall give written notice
to the registered holder of this Warrant of the date on which (a) the books of
the Company shall close or a record shall be taken for such dividend,
distribution, subscription rights, or other transaction, and (b) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
other transaction, liquidation or winding-up shall take place, as the case may
be. Such notice shall also specify the date as of which the holders of Capital
Stock of record shall participate in such dividend,
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distribution or subscription rights, or shall be entitled to exchange their
Capital Stock for, or receive in respect of their Capital Stock, securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, other transaction, liquidation, or
winding-up, as the case may be. Such written notice shall be given not less
than 30 and not more than 90 days prior to the action in question and not less
than 30 days and not more than 90 days prior to the record date or the date on
which the Company's transfer books are closed in respect thereto and such
notice may state that the record date is subject to the effectiveness of a
registration statement under the Securities Act, or to a favorable vote of
stockholders, if either is required.
SECTION 10. NOTICES. Any notice or other document required or permitted to be
given or delivered to Warrantholders shall be delivered at, or sent by
certified or registered mail to each Warrantholder at the address shown on such
Warrantholder's Warrant or such other address as shall have been furnished to
the Company in writing by such Warrantholder. Any notice or other document
required or permitted to be given or delivered to the Company shall be
delivered at, or sent by certified or registered mail to, the principal office
of the Company, at
Deltek Systems, Inc.
0000 Xxxxxxxxxx Xxxxx
XxXxxx, Xxxxxxxx 00000-0000
Attention: Corporate Secretary
or such other address as shall have been furnished to the Warrantholders by the
Company.
SECTION 11. NO RIGHTS AS STOCKHOLDER; LIMITATION OF LIABILITY. This Warrant
shall not entitle any holder hereof to any of the rights of a stockholder of
the Company. No provision hereof, in the absence of affirmative action by the
holder hereof to purchase shares of Capital Stock, 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 Purchase Price or as a stockholder of the
Company, whether such liability is asserted by the Company or by creditors of
the Company.
SECTION 12. LAW GOVERNING. This Warrant shall be governed by and construed in
accordance with the law of the Commonwealth of Virginia, without regard to
choice of law and conflicts of law rules. The parties agree that any action at
law, suit in equity, or other judicial proceeding for the enforcement of this
Warrant or any provision hereof shall be instituted and prosecuted only in the
courts of the County of Fairfax, Virginia or the federal courts of the Eastern
District of Virginia sitting in Alexandria, Virginia, which shall be the
exclusive venue for any such action, suit or other proceeding. Each party
hereby waives any and all rights to change of venue with respect to such
actions, suits or proceedings.
SECTION 13. TRANSFERABILITY. This Warrant is being issued to the Initial
Holder with a view to the Initial Holder's distributing this Warrant to its
shareholders and debentureholders in connection with its dissolution. The
Company agrees to cooperate in the distribution of this
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Warrant to the shareholders and debentureholders of the Initial Holder and to
issue replacement Warrants to the shareholders and debentureholders of the
Initial Holder in such denominations as the Initial Holder may specify.
SECTION 14. MISCELLANEOUS. This Warrant and any provision hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party (or any predecessor in interest thereof) against which
enforcement of the same is sought. The headings in this Warrant are for
purposes of reference only and shall not affect the meaning or construction of
any of the provisions hereof.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer under its corporate seal, attested by its duly
authorized officer, and to be dated as of April 30, 1998.
DELTEK SYSTEMS, INC.
[CORPORATE SEAL]
By/s/ Xxxxxxx X. xxXxxxx
------------------------
Xxxxxxx X. xxXxxxx, President
ATTEST:
/s/ Xxxx X. Xxxxxxx
--------------------------
Xxxx X. Xxxxxxx, Secretary
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ASSIGNMENT
TO BE EXECUTED BY THE REGISTERED INITIAL HOLDER IF IT DESIRES
TO TRANSFER THE WITHIN WARRANT OF
DELTEK SYSTEMS, INC.
FOR VALUE RECEIVED, SALESKIT SOFTWARE CORPORATION, a Missouri corporation,
hereby sells, assigns and transfers, effective as of the ___ day of
____________, ____, the right to purchase a total of _______________________
(____________________________ ) shares of Deltek Systems, Inc. Capital Stock,
covered by the within Warrant, and does hereby irrevocably constitute and
appoint Xxxx X. Xxxxxxx Attorney to transfer the said Warrant on the books of
the Company (as defined in said Warrant), with full power of substitution, unto
the shareholders and debenture holders set forth on Schedule A attached to this
Assignment, whose respective complete and correct names, addresses and taxpayer
identification numbers are set forth on said Schedule A, in the amounts set
forth on said Schedule A.
SALESKIT SOFTWARE CORPORATION
[CORPORATE SEAL]
By:
----------------------------------
Xxxxxxx X. Xxxxxxxx, President
ATTEST:
----------------------
, Secretary
---------
In the presence of [Name of Institution]
By
----------------- ---------------------
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NOTICE
The signature to the foregoing Assignment must correspond to the name
as written upon the face of the within Warrant in every particular, without
alteration or enlargement or any change whatsoever.
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SCHEDULE A
TO
ASSIGNMENT
====================================================================================================
Number of
Taxpayer Shares
Name of Shareholder/ Identification Under
Debentureholder Address Number Warrant
====================================================================================================
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Total 130,000
====================================================================================================
SALESKIT SOFTWARE CORPORATION
By:
-------------------------------------
Xxxxxxx X. Xxxxxxxx, President
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SUBSCRIPTION FORM
TO BE EXECUTED BY THE REGISTERED HOLDER IF HE DESIRES
TO EXERCISE THE WITHIN WARRANT OF
DELTEK SYSTEMS, INC.
The undersigned hereby exercises the right to purchase
_____________________________________________________ (__________________)
Warrant Shares covered by the within Warrant according to the conditions
thereof and herewith makes payment of the Purchase Price of such shares in
full.
Signature
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Name
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Address
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Taxpayer ID No.
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Dated:__________ ___, _____
In the presence of [Name of Institution]
By
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