Exhibit 4.1 (3)
________________________________________________________________
WARRANT TO PURCHASE COMMON STOCK
OF
IKON VENTURES, INC.
_______________________________________________________________
THIS WARRANT AND THE SHARES OF COMMON STOCK
ISSUABLE PURSUANT TO THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS
REGISTERED UNDER THE ACT OR AN EXEMPTION FROM
SUCH REGISTRATION IS AVAILABLE.
FOR VALUE RECEIVED, Ikon Ventures, Inc., a Nevada corporation (the
"Company"), grants the following rights to ___________________ , having an
address at __________________ ("Holder").
ARTICLE 1. DEFINITIONS. As used herein, the following terms shall have
the following meanings, unless the context shall otherwise require:
(a) "Common Stock" shall mean the common stock, par value $.01
per share, of the Company.
(b) "Corporate Office" shall mean the office of the Company
(or its successor) at which at any particular time its principal business shall
be administered, which office is located at the date hereof at 0 Xxxxxxxxx
Xxxxx, 00 Xxxx Xxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxxx..
(c) "Exercise Date" shall mean any date upon which the Holder
shall give the Company a Notice of Exercise.
(d) "Exercise Price" shall mean the price to be paid to the
Company for each share of Common Stock to be purchased upon exercise of this
Warrant in accordance with the terms hereof which shall be $7.50.
(e) "Expiration Date" shall mean 5:00 p.m. (New York time) on
_______ 2000.
(f) "SEC" shall mean the United States Securities and Exchange
Commission.
ARTICLE 2. EXERCISE.
2.1 Exercise of Warrant. This Warrant shall entitle Holder to
purchase up to ___________ shares of Common Stock (the "Shares") at the Exercise
Price. This Warrant shall be exercisable at any time and from time to time prior
to the Expiration Date (the "Exercise Period"). This Warrant and the right to
purchase Shares hereunder shall expire and become void at the Expiration Date.
2.2 Acceleration of Exercise Period. The Company shall have the
right, at any time after the Common Stock has traded for twenty-one consecutive
days with a daily closing bid price of $10.00 or more per share, to accelerate
the Exercise Period by sending to the Holder, at the Holder's address written
above, a Notice of Acceleration in substantially the form attached as Appendix I
hereto (the "Notice"). In the event the Company does accelerate the Exercise
Period, the Holder shall have ten (10) days from the date the Holder receives
the Notice within which to exercise this Warrant in the manner provided for in
Section 2.3, after which time this Warrant and the right to purchase the Shares
hereunder, to the extent not previously exercised, shall expire and become void.
The Holder shall be deemed to have received the Notice five (5) days after the
date the Notice is deposited in the U.S. Mails.
2.3 Manner of Exercise.
(a) Holder may exercise this Warrant at any time and from time
to time during the Exercise Period, in whole or in part (but not in
denominations of fewer than 2,500 Shares, except upon an exercise of this
Warrant with respect to the remaining balance of Shares purchasable hereunder at
the time of exercise), by delivering to the Company at its Corporate Office (i)
a duly executed Notice of Exercise in substantially the form attached as
Appendix II hereto and (ii) a bank cashier's or certified check for the
aggregate Exercise Price of the Shares being purchased.
(b) From time to time upon exercise of this Warrant, in whole
or part, in accordance with its terms, the Company will cause its transfer agent
to countersign and deliver stock certificates to the Holder representing the
number of Shares being purchased pursuant to such exercise, subject to
adjustment as described herein.
(c) Promptly following any exercise of this Warrant, if the
Warrant has not been fully exercised and has not expired, the Company will
deliver to the Holder a new Warrant for the balance of the Shares covered
hereby.
2.4 Termination. All rights of the Holder in this Warrant, to the
extent they have not been exercised, shall terminate on the Expiration Date.
2.5 No Rights Prior to Exercise. Prior to its exercise pursuant to
Section 2.3 above, this Warrant shall not entitle the Holder to any voting or
other rights as holder of Shares.
2.6 Adjustments. In case of any reclassification, capital
reorganization, stock dividend or other change of outstanding shares of Common
Stock, or in case of any consolidation or merger of the Company with or into
another corporation (other than a consolidation or merger in which the Company
is the continuing corporation and which does not result in any reclassification,
capital reorganization, stock dividend or other change of outstanding shares or
Common Stock), or in case of any sale or conveyance to another corporation of
the property of the Company as, or substantially as, an entirety (other than a
sale/leaseback, mortgage or other financing transaction), the Company shall
cause effective provision to be made so that the Holder shall have the right
thereafter, by exercising this Warrant, to purchase the kind and number of
shares of stock or other securities or property (including cash) receivable upon
such reclassification, capital reorganization, stock dividend or other change,
consolidation, merger, sale or conveyance as the Holder would have been entitled
to receive had the Holder exercised this Warrant in full immediately before such
reclassification, capital reorganization, stock dividend or other change,
consolidation, merger, sale or conveyance. Any such provision shall include
provision for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 2.5. The foregoing
provisions shall similarly apply to successive reclassifications, capital
reorganizations, stock dividends and other changes of outstanding shares of
Common Stock and to successive consolidations, mergers, sales or conveyances.
2.7 Fractional Shares. No fractional Shares shall be issuable upon
exercise or conversion of this Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional Share interest
arises upon any exercise or conversion of the Warrant, the Company shall
eliminate such fractional Share interest by paying Holder the amount computed by
multiplying the fractional interest by the closing bid price of a full Share on
the date of the Notice of Exercise.
ARTICLE 3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.
3.1 Representations and Warranties. The Company hereby represents
and warrants to the Holder as follows:
(a) All Shares which may be issued upon the exercise of the
purchase right represented by this Warrant shall, upon issuance, be duly
authorized, validly issued, fully-paid and nonassessable, and free of any liens
and encumbrances except for restrictions on transfer provided for herein or
under applicable federal and state securities laws, and not subject to any
pre-emptive rights.
(b) The Company is a corporation duly organized and validly
existing under the laws of the State of Nevada, and has the full power and
authority to issue this Warrant and to comply with the terms hereof. The
execution, delivery and performance by the Company of its obligations under this
Warrant, including, without limitation, the issuance of the Shares upon any
exercise of the Warrant have been duly authorized by all necessary corporate
action. This Warrant has been duly executed and delivered by the Company and is
a valid and binding obligation of the Company, enforceable in accordance with
its terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or similar laws affecting enforceability of
creditors' rights generally and except as the availability of the remedy of
specific enforcement, injunctive relief or other equitable relief is subject to
the discretion of the court before which any proceeding therefor may be brought.
(c) The Company is not subject to or bound by any provision of
any certificate or articles of incorporation or by-laws, mortgage, deed of
trust, lease, note, bond, indenture, other instrument or agreement, license,
permit, trust, custodianship, other restriction or any applicable provision of
any law, statute, judgment, order, writ, injunction or decree of any court,
governmental body, administrative agency or arbitrator which could prevent or be
violated by or under which there would be a default (or right of termination) as
a result of the execution, delivery and performance by the Company of this
Warrant.
ARTICLE 4. MISCELLANEOUS.
4.1 Transfer. This Warrant may not be transferred or assigned, in
whole or in part, at any time, except in compliance with applicable federal and
state securities laws by the transferor and the transferee (including, without
limitation, the delivery of an investment representation letter and a legal
opinion reasonably satisfactory to the Company), provided that this Warrant may
not be transferred or assigned such that either the Holder or any transferee
will, following such transfer or assignment, hold a Warrant for the right to
purchase fewer than 2,500 Shares.
4.2 Transfer Procedure. Subject to the provisions of Section 5.1,
Holder may transfer or assign this Warrant by giving the Company notice setting
forth the name, address and taxpayer identification number of the transferee or
assignee, if applicable (the "Transferee"), and surrendering this Warrant to the
Company for reissuance to the Transferee (and the Holder, in the event of a
transfer or assignment of this Warrant in part). (Each of the persons or
entities in whose name any such new Warrant shall be issued are herein referred
to as a Holder").
4.3 Loss, Theft, Destruction or Mutilation. If this Warrant shall
become mutilated or defaced or be destroyed, lost or stolen, the Company shall
execute and deliver a new Warrant in exchange for and upon surrender and
cancellation of such mutilated or defaced Warrant or, in lieu of and in
substitution for such Warrant so destroyed, lost or stolen, upon the Holder
filing with the Company evidence satisfactory to it that such Warrant has been
so mutilated, defaced, destroyed, lost or stolen. However, the Company shall be
entitled, as a condition to the execution and delivery of such new Warrant, to
demand indemnity satisfactory to it and payment of the expenses and charges
incurred in connection with the delivery of such new Warrant. Any Warrant so
surrendered to the Company shall be cancelled.
4.4 Notices. All notices and other communications from the Company
to the Holder or vice versa shall be deemed delivered and effective when given
personally, by facsimile transmission and confirmed in writing or mailed by
first-class registered or certified mail, postage prepaid at such address and/or
facsimile number as may have been furnished to the Company or the Holder, as the
case may be, in writing by the Company or the Holder from time to time.
4.5 Waiver. This Warrant and any term hereof may be changed,
waived, or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought.
4.6 Governing Law. This Warrant shall be governed by and construed
in accordance with the laws of the State of the Company's incorporation, without
giving effect to its principles regarding conflicts of law.
Dated: _______________, 1997
Attest:
IKON VENTURES, INC.
By: ______________________________
Name: ____________________________
Title: ___________________________
APPENDIX I
NOTICE OF ACCELERATION
Dated: _______________________
Ikon Ventures, Inc. (the "Company") does hereby notify you of its election to
exercise its right, pursuant to Section 2.2 of the Warrants issued to you by the
Company on _________, 1997 (the "Warrant"), to accelerate the exercise period of
such Warrants. Please be advised that you have ten (10) days from the date you
receive this Notice of Acceleration (the "Ten-Day Period") to exercise your
Warrants in the manner provided for in the Warrants. You will be deemed to have
received this Notice of Acceleration five (5) days after the above date when
this Notice of Acceleration was first deposited in the U.S. Mails.
You will automatically forfeit your right to purchase the shares of common stock
issuable upon exercise of such Warrants, to the extent not previously purchased,
unless the Warrants are exercised before the end of the Ten-Day Period.
Ikon Ventures, Inc.
By: __________________________
Name: ________________________
Title: _______________________
APPENDIX II
NOTICE OF EXERCISE
1. The undersigned hereby elects to purchase ______ shares of the
Common Stock of Ikon Ventures, Inc. pursuant to the terms of the attached
Warrant, and tenders herewith payment of the purchase price of such shares in
full.
2. Please issue a certificate or certificates representing said shares
in the name of the undersigned or in such other name as is specified below:
_________________________________________________
(Name)
_________________________________________________
(Address)
3. The undersigned represents it is acquiring the shares solely for its
own account and not as a nominee for any other party and not with a view toward
the resale or distribution thereof except in compliance with applicable
securities laws.
_________________________________________________
(Signature)
_______________________
(Date)