[FORM OF WARRANT]
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
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MARCAM SOLUTIONS, INC.
COMMON STOCK PURCHASE WARRANT
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This certifies that, for good and valuable consideration, Marcam
Solutions, Inc., a Delaware corporation (the "Company"), grants to
____________________ (the "Warrantholder"), the right to subscribe for and
purchase from the Company __________________________________ validly issued,
fully paid and nonassessable shares (the "Warrant Shares") of the Company's
Common Stock, par value $.01 per share (the "Common Stock"), at the Exercise
Price (as defined in Section 1.1), at any time prior to 5:00 p.m., New York City
time, on the Expiration Date, all subject to the terms, conditions and
adjustments herein set forth.
This Warrant was issued in connection with the distribution of all of
the outstanding shares of Common Stock to stockholders of record of Marcam
Corporation and certain related asset transfers by, and reorganization
transactions with respect to, Marcam Corporation (the "Distribution").
1. Exercise Price; Duration and Exercise of Warrant; Limitation on
Exercise; Payment of Taxes.
1.1 Exercise Price. The Exercise Price per share shall be
equal to the product (rounded to the nearest xxxxx) obtained by multiplying (i)
the product of (A) $15.36 multiplied by (B) the Company Common Distribution
Ratio, by (ii) a fraction, the numerator of which shall be the product of (X)
the average of the closing sales prices per share of a share of Common Stock on
the Nasdaq National Market for the five consecutive trading days beginning on
the first trading day following the "Distribution Date" for the Distribution
(the "Measurement Period") multiplied by (Y) the Company Common Distribution
Ratio (the "Numerator Amount"), and the denominator of which shall be the sum of
(M) the average of the closing sales prices per share for a share of common
stock, par value $.01 per share, of Marcam Corporation on the Nasdaq National
Market for the Measurement Period plus (N) the Numerator Amount. The "Company
Common Distribution Ratio" shall be .50.
1.2 Duration and Exercise of Warrant. Subject to the terms and
conditions set forth herein, this Warrant may be exercised, in whole or in part,
by the Warrantholder by:
(a) the surrender of this Warrant to the Company,
with a duly executed Exercise Form specifying the number of Warrant
Shares to be purchased, during normal hours on any Business Day prior
to the Expiration Date; and
(b) the delivery of payment to the Company, for the
account of the Company, by cash, wire transfer, certified or official
bank check or any other means approved by the Company, of the Exercise
Price for the number of Warrant Shares specified in the Exercise Form
in lawful money of the United States of America.
The Company agrees that such Warrant Shares shall be deemed to be
issued to the Warrantholder as the record holder of such Warrant Shares as of
the close of business on the date on which this Warrant shall have been
surrendered and payment made for the Warrant Shares as aforesaid (or as provided
in Section 1.3 below). Notwithstanding the foregoing, no such surrender shall be
effective to constitute the Person entitled to receive such shares as the record
holder thereof while the transfer books of the Company for the Common Stock are
closed for any purpose (but not for any period in excess of five days); but any
such surrender of this Warrant for exercise during any period while such books
are so closed shall become effective for exercise immediately upon the reopening
of such books, as if the exercise had been made on the date this Warrant was
surrendered and for the number of shares of Common Stock and at the Exercise
Price in effect at the date of such surrender.
1.3 Conversion Right.
(a) In lieu of the payment of the Exercise Price, the
Warrantholder shall have the right (but not the obligation), to require
the Company to convert this Warrant, in whole or in part, into shares
of Common Stock (the "Conversion Right") as provided for in this
Section 1.3. Upon exercise of the Conversion Right, the Company shall
deliver to the Warrantholder (without payment by the Warrantholder of
any of the Exercise Price) in accordance with Section 1.2 that number
of shares of Common Stock equal to the quotient obtained by dividing
(i) the value of the Warrant at the time the Conversion Right is
exercised (determined by subtracting the aggregate Exercise Price in
effect immediately prior to the exercise of the Conversion Right from
the aggregate Current Market Price (as defined herein) for the shares
of Common Stock issuable upon exercise of the Warrant immediately prior
to the exercise of the Conversion Right) by (ii) the Current Market
Price of one share of Common Stock immediately prior to the exercise of
the Conversion Right.
(b) The Conversion Right may be exercised by the
Warrantholder on any Business Day prior to the Expiration Date by
delivering the Warrant Certificate, with a duly executed Exercise Form
with the conversion section completed, to the Company,
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exercising the Conversion Right and specifying the total number of
shares of Common Stock that the Warrantholder will be issued pursuant
to such conversion.
(c) Current Market Price of a share of Common Stock
as of a particular date (the "Determination Date") shall mean:
(i) If the Common Stock is listed or
admitted for trading on a national securities exchange
(including the Nasdaq National Market), then the Current
Market Price shall be the average of the last 30 "daily sales
prices" of the Common Stock on the principal national
securities exchange on which the Common Stock is listed or
admitted for trading on the last 30 Business Days prior to the
Determination Date, or if not listed or traded on any such
exchange, then the Current Market Price shall be the average
of the last 30 "daily sales prices" of the Common Stock on the
over-the-counter market on the last 30 Business Days prior to
the Determination Date. The "daily sales price" shall be the
closing price of the Common Stock at the end of each day; or
(ii) If the Common Stock is not so listed or
admitted to unlisted trading privileges or if no such sale is
made on at least 25 of such days, then the Current Market
Price shall be as reasonably determined in good faith by the
Company's Board of Directors or a duly appointed committee of
the Board of Directors (which determination shall be
reasonably described in the written notice delivered to the
Warrantholder together with the Common Stock certificates).
1.4 Warrant Shares Certificate. A stock certificate or
certificates for the Warrant Shares specified in the Exercise Form shall be
delivered to the Warrantholder within five Business Days after receipt of the
Exercise Form by the Company and, if the Conversion Right is not exercised,
payment of the Exercise Price; provided, however, that if a determination by the
Board of Directors is necessary pursuant to Section 1.3(c)(ii) such delivery
shall be made promptly after such determination is made (such determination
shall be made with reasonable promptness but no more frequently than on a
quarterly basis). No fractional shares shall be issued upon the exercise of this
Warrant, provided that the Warrantholder shall receive, in lieu of any
fractional shares, cash in an amount equal to the product of the fraction
multiplied by the Current Market Price of a share of Common Stock. If this
Warrant shall have been exercised only in part, the Company shall, at the time
of delivery of the stock certificate or certificates, deliver to the
Warrantholder a new Warrant evidencing the rights to purchase the remaining
Warrant Shares, which new Warrant shall in all other respects be identical with
this Warrant.
1.5 Payment of Taxes. The issuance of certificates for Warrant
Shares shall be made without charge to the Warrantholder for any stock transfer
or other issuance tax in respect thereto; provided, however, that the
Warrantholder shall be required to pay any and all taxes that may be payable in
respect of any transfer involved in the issuance and delivery of any certificate
in a name other than that of the then Warrantholder as reflected upon the books
of the Company.
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2. Restrictions on Transfer; Restrictive Legends.
2.1 This Warrant may not be offered, sold, transferred,
pledged or otherwise disposed of, in whole or in part, to any Person other than
an Affiliate of the Warrantholder without the prior written consent of the
Company, which shall not be unreasonably withheld.
2.2 Except as otherwise permitted by this Section 2, each
stock certificate for Warrant Shares issued upon the exercise of any Warrant and
each stock certificate issued upon the direct or indirect transfer of any such
Warrant Shares shall be stamped or otherwise imprinted with a legend in
substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS
AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED,
SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS THAT, IN THE
OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
Notwithstanding the foregoing, the Warrantholder may require the
Company to issue a Warrant or a stock certificate for Warrant Shares, in each
case without a legend, if (i) such Warrant or such Warrant Shares, as the case
may be, have been registered for resale under the Securities Act, (ii) the
Warrantholder has delivered to the Company an opinion of legal counsel (from a
firm reasonably satisfactory to the Company) which opinion shall be addressed to
the Company and be reasonably satisfactory in form and substance to the
Company's counsel, to the effect that such registration is not required with
respect to such Warrant or such Warrant Shares, as the case may be, (iii) such
Warrant or Warrant Shares are sold in compliance with Rule 144 (or any successor
provision then in effect) under the Securities Act, the Company receives
customary representations to such effect and the Company receives an opinion of
counsel to the Company in customary form that such legend may be removed or (iv)
the legend may be removed pursuant to Rule 144(k) (or any successor provision
then in effect) under the Securities Act, the Company receives customary
representations to such effect and the Company receives an opinion of counsel to
the Company in customary form that such legend may be removed.
3. Reservation and Registration of Shares, Etc.
The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of
this Warrant shall, upon issuance, be validly issued, fully paid and
nonassessable, not subject to any preemptive rights, and free from all taxes,
liens, security interests, charges, and other encumbrances with
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respect to the issuance thereof, other than taxes in respect of any transfer
occurring contemporaneously with such issue.
(b) During the period within which this Warrant may be
exercised, the Company shall at all times have authorized and reserved, and keep
available free from preemptive rights, a sufficient number of shares of Common
Stock to provide for the exercise of the rights represented by this Warrant.
4. Loss or Destruction of Warrant.
Subject to the terms and conditions hereof, upon receipt by the Company
of evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, of
such bond or indemnification as the Company may reasonably require, and, in the
case of such mutilation, upon surrender and cancellation of this Warrant, the
Company will execute and deliver a new Warrant of like tenor.
5. Ownership of Warrant.
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 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.
6. Certain Adjustments.
6.1 The number of Warrant Shares purchasable upon the exercise
of this Warrant and the Exercise Price shall be subject to adjustment as
follows:
(a) Stock Dividends, Splits, Combinations. If at any
time after the date of the issuance of this Warrant the Company (i)
declares a dividend or other distribution payable in shares of Common
Stock or securities convertible into Common Stock or subdivides its
outstanding shares of Common Stock into a larger number or (ii)
combines it outstanding shares of Common Stock into a smaller number,
then (x) the number of Warrant Shares to be delivered upon exercise of
this Warrant will, upon the occurrence of an event set forth in clause
(i) above, be increased and, upon the occurrence of an event set forth
in clause (ii) above, be decreased so that such Warrantholder will be
entitled to receive the number of shares of Common Stock that such
Warrantholder would have owned immediately following such action had
this Warrant been exercised immediately prior thereto and (y) the
Exercise Price in effect immediately prior to such dividend, other
distribution, subdivision or combination, as the case may be, shall be
adjusted proportionately by multiplying such Exercise Price by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of Warrant
Shares purchasable immediately thereafter.
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(b) Distributions of Stock, Other Securities,
Evidence of Indebtedness, Etc. In case the Company shall distribute to
the holders of Common Stock shares of its capital stock (other than
Common Stock or shares convertible into Common Stock for which
adjustment is made under Section 6.1(a)), stock or other securities of
the Company or any other Person, evidences of indebtedness issued by
the Company or any other Person, assets (excluding cash dividends) or
options, warrants or rights to subscribe for or purchase the foregoing,
then, and in each such case, immediately following the record date
fixed for the determination of the holders of Common Stock entitled to
receive such distribution, the Exercise Price then in effect shall be
adjusted by multiplying the Exercise Price in effect immediately prior
to such record date by a fraction (i) the numerator of which shall be
such Current Market Price of the Common Stock less the then Fair Market
Value (as determined by the Board of Directors) of the portion of the
stock, other securities, evidences of indebtedness so distributed or of
such options, warrants or rights applicable to one share of Common
Stock (but such numerator shall not to be less than one) and (ii) the
denominator of which shall be the Current Market Price of the Common
Stock on such record date. Such adjustment shall become effective at
the opening of business on the Business Day following the record date
for the determination of stockholders entitled to such distribution.
(c) Reorganization, Merger, Sale of Assets. In case
of any capital reorganization or reclassification or other change of
outstanding shares of Common Stock (other than a change in par value),
any consolidation or merger of the Company with or into another Person
(other than a consolidation or merger of the Company in which the
Company is the resulting or surviving Person and which does not result
in any reclassification or change of outstanding Common Stock) or the
sale of all or substantially all of the assets of the Company to
another Person, upon exercise of this Warrant, the Warrantholder shall
have the right to receive the kind and amount of shares of stock or
other securities or property to which a holder of the number of shares
of Common Stock of the Company deliverable upon exercise of this
Warrant would have been entitled upon such reorganization,
reclassification, consolidation, merger or sale had this Warrant been
exercised immediately prior to such event; and, in such case,
appropriate adjustment (as determined in good faith by the Board of
Directors) shall be made in the application of the provisions of this
Section 6 with respect to the rights and interest thereafter of the
Warrantholder, to the end that the provisions set forth in this Section
6 (including provisions with respect to changes in and other
adjustments of the Exercise Price) shall thereafter be applicable, as
nearly as reasonably may be, in relation to any shares of stock or
other property thereafter deliverable upon exercise of this Warrant.
(d) Carryover. Notwithstanding any other provision of
this Section 6.1, no adjustment shall be made to the number of shares
of Common Stock to be delivered to the Warrantholder (or to the
Exercise Price) if such adjustment represents less than 1% of the
number of shares to be so delivered, but any lesser adjustment shall be
carried forward and shall be made at the time and together with the
next subsequent
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adjustment that together with any adjustments so carried forward shall amount to
1% or more of the number of shares to be so delivered.
6.2 No Adjustment for Dividends. Except as provided in Section
6.1, no adjustment in respect of any dividends shall be made during the term of
this Warrant or upon the exercise of this Warrant. Notwithstanding any other
provision hereof, no adjustments shall be made on Warrant Shares issuable on the
exercise of this Warrant for any cash dividends paid or payable to holders of
record of Common Stock prior to the date as of which the Warrantholder shall be
deemed to be the record holder of such Warrant Shares.
6.3 Notice of Adjustment. Whenever the number of Warrant
Shares or the Exercise Price of such Warrant Shares shall be adjusted, as
provided in Section 6.1, the Company shall forthwith file, at the principal
office of the Company (or at such other place as may be designated by the
Company); a statement, certified by the chief financial officer of the Company,
showing in detail the facts requiring such adjustment, the computation by which
such adjustment was made and the Exercise Price that shall be in effect after
such adjustment. The Company shall also cause a copy of such statement to be
sent by first class mail, postage prepaid, to the Warrantholder, at such
Warrantholder's address as shown in the records of the Company.
7. Amendments.
Any provision of this Warrant may be amended and the observance thereof
waived only with the written consent of the Company and the Warrantholder.
8. Notices of Corporate Action.
So long as this Warrant has not been exercised in full, in the event of
(a) any taking by the Company of a record of all holders of
Common Stock for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than cash dividends or distributions paid from
the retained earnings of the Company) or other distribution, or any right to
subscribe for, purchase or otherwise acquire any shares of stock of any class or
any other securities or property, or to receive any other right;
(b) any capital reorganization of the Company, any
reclassification (other than a change in par value of the Common Stock) or
recapitalization of the capital stock of the Company or any consolidation or
merger involving the Company and any other Person or any transfer of all or
substantially all the assets of the Company to any other Person; or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
the Company will mail to the Warrantholder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right and the amount and character of any such
dividend, distribution or right or (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
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transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock shall be entitled to exchange their shares of Common Stock for the
securities or other property, if any, deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
10 days prior to the date therein specified (unless such date is beyond the
control of the Company, in which case, as soon as practicable thereafter, but in
no event more than 5 days thereafter), in the case of any date referred to in
the foregoing subdivisions (i) and (ii).
9. Definitions.
As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:
"Affiliate" shall mean any Person who is an "affiliate" as defined in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act. In
addition, the following shall be deemed to be Affiliates of GAP 32 and GAP 21:
(a) GAP LLC, the members of GAP LLC, the limited partners of GAP 32 and the
limited partners of GAP 21; (b) any Affiliate of GAP LLC, the members of GAP
LLC, the limited partners of GAP 32 and the limited partners of GAP 21; and (c)
any limited liability company or partnership a majority of whose members or
partners, as the case may be, are members, former members, consultants or key
employees of GAP LLC. In addition, GAP 32, GAP 21 and GAP Coinvestment Partners,
L.P. shall be deemed to be Affiliates of one another.
"Amendment" has the meaning specified on the cover of this Warrant.
"Business Day" means any day other than a Saturday, Sunday or a day on
which national banks are authorized by law to close in the State of New York.
"Common Stock" has the meaning specified on the cover of this Warrant.
"Company" has the meaning specified on the cover of this Warrant.
"Current Market Price" has the meaning specified in Section 1.3(c).
"Distribution" has the meaning specified on the cover of this Warrant.
"Distribution Date" means the date determined by the Board of Directors
of Marcam Corporation on which the Distribution shall be effected.
"Exchange Act" means the Securities Exchange Act of 1934, as amended,
(or any successor statute thereto) and the rules and regulations of the
Commission promulgated thereunder.
"Exercise Form" means an Exercise Form in the form annexed hereto as
Exhibit A.
"Exercise Price" has the meaning specified in Section 1.1.
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"Expiration Date" means July 23, 2003.
"Fair Market Value" means the amount which a willing buyer would pay a
willing seller in an arm's length transaction.
"GAP LLC" means General Atlantic Partners, LLC, a Delaware limited
liability company and the general partner of GAP 21 and GAP 32.
"GAP 32" means General Atlantic Partners 32, L.P., a Delaware limited
partnership.
"GAP 21" means General Atlantic Partners 21, L.P. a Delaware limited
partnership.
"Marcam Corporation Common Stock" has the meaning specified in
Section 1.1.
"Measurement Period" has the meaning specified in Section 1.1.
"Original Warrant" has the meaning specified on the cover of this
Warrant.
"Original Warrant Exercise Price" shall mean $15.36.
"Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, Governmental Authority or other entity of any
kind, and shall include any successor (by merger or otherwise) of such entity.
"Registration Rights Agreement" has the meaning specified on the cover
of this Warrant.
"Securities" has the meaning specified in Section 6.1(d)(ii).
"Securities Act" has the meaning specified on the cover of this
Warrant, 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. Reference
to a particular section of the Securities Act, shall include a reference to the
comparable section, if any, of any such similar Federal statute.
"Stock Purchase Agreement" has the meaning specified on the cover of
this Warrant.
"Warrantholder" has the meaning specified on the cover of this Warrant.
"Warrant Shares" has the meaning specified on the cover of this
Warrant.
10. Miscellaneous.
10.1 Entire Agreement. This Warrant, together with the
Original Warrant, the Amendment, Stock Purchase Agreement and the Registration
Rights Agreement, constitute the entire agreement between the Company and the
Warrantholder with respect to this Warrant.
10.2 Binding Effect, Benefits. This Warrant shall inure to the
benefit of and shall be binding upon the Company and the Warrantholder and their
respective successors and
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assigns. Nothing in this Warrant, expressed or implied, is intended to or shall
confer on any person other than the Company and the Warrantholder, or their
respective successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Warrant.
10.3 Section and Other Headlines. The section and other
headings contained in this Warrant are for reference purposes only and shall not
be deemed to be a part of this Warrant or to affect the meaning or
interpretation of this Warrant.
10.4 Notices. All notices, demands and other communications
provided for or permitted hereunder shall be made in writing and shall be by
registered or certified first-class mail, return receipt requested, telecopier,
courier service, overnight mail or personal delivery:
(a) if to GAP LP or GAP Coinvestment:
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Xx. Xxxxxxx X. Xxxxxxxx
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx, Esq.
(b) if to the Company:
Marcam Solutions, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Xx. Xxxxx Xxxxx
with a copy to:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
High Street Tower
000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, Esq.
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All such notices and communications shall be deemed to have been duly
given when delivered by hand, if personally delivered; when delivered by courier
or overnight mail, if delivered by commercial courier service or overnight mail;
five (5) Business Days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if telecopied. Any party
may by notice given in accordance with this Section 10.4 designate another
address or Person for receipt of notices hereunder.
10.5 Severability. Any term or provision of this Warrant which
is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the terms and provisions of this Warrant or
affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.
10.6 GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD
TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
10.7 No Rights or Liabilities as Stockholder. Nothing
contained in this Warrant shall be determined as conferring upon the
Warrantholder any rights as a stockholder of the Company or as imposing any
liabilities on the Warrantholder to purchase any securities whether such
liabilities are asserted by the Company or by creditors or stockholders of the
Company or otherwise.
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.
MARCAM SOLUTIONS, INC.
By: ______________________________
Name:
Title:
Dated: July __, 1997
EXERCISE FORM
(To be executed upon exercise of this Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase _________ of the Warrant Shares and
[herewith tenders payment for such Warrant Shares to the order of Marcam
Solutions, Inc. in the amount of $______] [hereby exercises its Conversion
Right] in accordance with the terms of this Warrant. The undersigned requests
that a certificate for [such Warrant Shares] [that number of Warrant Shares to
which the undersigned is entitled as calculated pursuant to Section 1.3] be
registered in the name of the undersigned and that such certificates be
delivered to the undersigned's address below.
The undersigned represents that it is acquiring such Warrant Shares for
its own account for investment and not with a view to or for sale in connection
with any distribution thereof (subject, however, to any requirement of law that
the disposition thereof shall at all times be within its control).
Dated: ___________________________
Signature _________________________________
____________________________________________
(Print Name)
____________________________________________
(Xxxxxx Xxxxxxx)
____________________________________________
(City) (State) (Zip Code)
Signed in the presence of:
___________________________________
NOTE: The above signature must correspond with the name as written upon
the face of this Warrant in every particular way, without any alteration
whatsoever.
Any unexercised Warrants evidenced by the Warrant Certificate are to be
issued to:
Name: ________________________________________________ (please print)
Address: _____________________________________________
Taxpayer Identification or Social Security Number: ____________________________
