Warrant to Purchase 320,000
Shares of Common Stock
UNDERWRITER'S WARRANT
Dated: ____________, 1997
THIS CERTIFIES THAT X.X. Xxxxxx & Co., Inc. (herein sometimes called the
"Holder" or the "Underwriter") is entitled to purchase from DeltaPoint, Inc.,
a California corporation (the "Company"), at the price and during the period
as hereinafter specified, up to Two Hundred Twenty-One Thousand Eight Hundred
(320,000) shares of Common Stock, no par value (the "Common Stock"), at a
purchase price of $5.00 per share, subject to adjustment as described below,
at any time during the four-year period commencing one (1) year from the
effective date of the Registration Statement (as defined below) ("Effective
Date").
This Underwriter's Warrant (the "Underwriter's Warrant") is issued
pursuant to an Underwriting Agreement between the Company and X.X. Xxxxxx &
Co., Inc. in connection with a public offering, through the Underwriter, of
3,200,000 shares of Common Stock as therein described (and up to 480,000
additional shares of Common Stock covered by an over-allotment option granted
by the Company to the Underwriter), and in consideration of $5.00 received by
the Company for the Underwriter's Warrant. Except as specifically otherwise
provided herein, the Common Stock issued pursuant to the Underwriter's
Warrant shall bear the same terms and conditions as described under the
caption "Description of Securities" in the Registration Statement on Form
SB-2, File No. 333-______ (the "Registration Statement") except that the
Holder shall have registration rights under the Securities Act of 1933, as
amended (the "Act"), for issuance pursuant thereto, the Underwriter's Warrant
and the Common Stock issuable pursuant thereto, as more fully described in
paragraph 6 herein.
1. The rights represented by the Underwriter's Warrant shall be
exercised at the price, subject to adjustment in accordance with Section 8
hereof (the "Exercise Price"), and during the periods as follows:
1
(a) During the period from the Effective Date to and through
_________, 1998 (the "First Anniversary Date"), inclusive, the
Holder shall have no right to purchase any Common Stock
hereunder, except that in the event of any merger, consolidation
or sale of substantially all the assets of the Company as an
entirety prior to the First Anniversary Date (other than (i) a
merger or consolidation in which the Company is the continuing
corporation and which does not result in any reclassification or
reorganization of an outstanding shares of Common Stock or (ii)
any sale/leaseback, mortgage or other financing transaction), the
Holder shall have the right to exercise the Underwriter's Warrant
concurrently with such event and into the kind and amount of
shares of stock and other securities and property (including
cash) receivable by a holder of the number of shares of Common
Stock into which the Underwriter's Warrant were exercisable
immediately prior thereto.
(b) Between _________, 1998 and ________, 2002, (five (5) years from
the Effective Date, i.e. the "Expiration Date") inclusive, the
Holder shall have the option to purchase Common Stock hereunder
at a price of $_______ per share (120% of public offering price
per share of Common Stock pursuant to the Registration
Statement).
(c) After the Expiration Date, the Holder shall have no right to
purchase any Common Stock hereunder.
2. (a) The rights represented by the Underwriter's Warrant may be
exercised at any time within the periods above specified, in whole or in
part, by (i) the surrender of the Underwriter's Warrant (with the purchase
form at the end hereof properly executed) at the principal executive office
of the Company (or such other office or agency of the Company as it may
designate by notice in writing to the Holder at the address of the Holder
appearing on the books of the Company); (ii) payment to the Company of the
exercise price then in effect for the number of shares of Common Stock
specified in the above-mentioned purchase form together with applicable stock
transfer taxes, if any; and (iii) delivery to the Company of a duly executed
agreement signed by the person(s) designated in the
2
purchase form to the effect that such person(s) agree(s) to be bound by the
provisions of paragraph 6 and subparagraphs (b), (c) and (d) of paragraph 7
hereof. The Underwriter's Warrant shall be deemed to have been exercised, in
whole or in part to the extent specified, immediately prior to the close of
business on the date the Underwriter's Warrant is surrendered and payment is
made in accordance with the foregoing provisions of this paragraph 2, and the
person or persons in whose name or names the certificates for shares of
Common Stock shall be issuable upon such exercise shall become the holder or
holders of record of such Common Stock at that time and date. The Common
Stock and the certificates for the Common Stock so purchased shall be
delivered to the Holder within a reasonable time, not exceeding ten (10)
business days, after the rights represented by this Underwriter's Warrant
shall have been so exercised.
(b) Notwithstanding anything to the contrary contained in paragraph
2(a), the Holder may elect to exercise this Underwriter's Warrant in whole or
in part by receiving shares of Common Stock equal to the value (as determined
below) of this Underwriter's Warrant, or any part hereof, upon surrender of
the Underwriter's Warrant at the principal office of the Company together
with notice of such election in which event the Company shall issue to the
Holder a number of shares of Common Stock computed using the following
formula:
X = Y(A-B)
-------
A
Where X = the number of shares of Common Stock to be issued to the
Holder;
Y = the number of shares of Common Stock to be exercised under
this Underwriter's Warrant (the "Shares");
A = the current fair market value of one share of Common Stock;
B = the Exercise Price of the Underwriter's Warrant;
As used herein, current fair market value of Common Stock
shall mean with respect to each share
3
of Common Stock the average of the closing prices
of the Company's Common Stock sold on the principal national
securities exchanges on which the Common Stock is at the time
admitted to trading or listed, or, if there have been no sales
of any such exchange on such day, the average of the highest
bid and lowest ask price on such day as reported by Nasdaq, or
any similar organization if Nasdaq is no longer reporting such
information, either (i) on the date which the form of election
is deemed to have been sent to the Company (the "Notice Date")
or (ii) over a period of five (5) trading days preceding the
Notice Date, whichever of (i) or (ii) is greater. If on the
date for which current fair market value is to be determined
the Common Stock is not listed on any securities exchange or
quoted in the Nasdaq System or the over-the-counter market,
the current fair market value of Common Stock shall be
the highest price per share which the Company could then obtain
from a willing buyer (not a current employee or director) for
shares of Common Stock sold by the Company, from authorized but
unissued shares, as determined in good faith by the Board of
Directors of the Company, unless prior to such date the Company
has become subject to a binding agreement for a merger,
acquisition or other consolidation pursuant to which the Company
is not the surviving party, in which case the current fair market
value of the Common Stock shall be deemed to be the value to be
received by the holders of the Company's Common Stock for each
share thereof pursuant to the Company's acquisition.
3. The Underwriter's Warrant shall not be transferred, sold, assigned,
or hypothecated for a period of one year commencing on the Effective Date
except that it may be transferred to successors of the Holder, and may be
assigned in whole or in part to any person who is an officer of the Holder.
This Underwriter's Warrant must be executed immediately upon its transfer at
any time after one year from the Effective Date, and if not so executed,
shall lapse. Any such assignment shall be effected by the Holder by (i)
executing the form of assignment at the end hereof and (ii) surrendering the
Underwriter's Warrant for cancellation at the
4
office or agency of the Company referred to in paragraph 2 hereof,
accompanied by a certificate (signed by an officer of the Holder if the
Holder is a corporation) stating that each transferee is a permitted
transferee under this paragraph 3; whereupon the Company shall issue, in the
name or names specified by the Holder (including the Holder), a new
Underwriter's Warrant or Warrants of like tenor and representing in the
aggregate rights to purchase the same number of shares of Common Stock as are
purchasable hereunder at such time.
4. The Company covenants and agrees that all shares of Common Stock
which may be purchased hereunder will, upon issuance and delivery against
payment therefor of the requisite purchase price, be duly and validly issued,
fully paid and nonassessable. The Company further covenants and agrees that,
during the periods within which the Underwriter's Warrant may be exercised,
the Company will at all times have authorized and reserved a sufficient
number of shares of its Common Stock to provide for the exercise of the
Underwriter's Warrant.
5. The Underwriter's Warrant shall not entitle the Holder to any voting
rights or other rights, including without limitation notice of meetings or
other actions or receipt of dividends, as a stockholder of the Company.
6. (a) The Company shall advise the Holder or its permitted
transferee, whether the Holder holds the Underwriter's Warrant or has
exercised the Underwriter's Warrant and holds shares of Common Stock relating
thereto, by written notice at least four weeks prior to the filing of any new
registration statement thereto under the Act, or the filing of a notification
on Form 1-A under the Act for a public offering of securities, covering any
securities of the Company, for its own account or for the account of others,
except for any registration statement filed on Form S-4 or S-8 (or other
comparable form), and will, during the five (5) year period from the
Effective Date, upon the request of the Holder, include in any such new
registration statement (or notification as the case may be) such information
as may be required to permit a public offering of, all or any of the shares
of Common Stock underlying the Underwriter's Warrant (the "Registrable
Securities").
(b) At any time during the four (4) year period beginning one (1)
year after the Effective Date, a 50% Holder (as defined below) may request,
on up to an aggregate of two occasions,
5
that the Company register under the Act any and all of the Registrable
Securities held by such 50% Holder. Upon the receipt of any such notice, the
Company will promptly, but no later than four weeks after receipt of such
notice (subject to the last sentence of this Section 6(b)), file a
post-effective amendment to the current Registration Statement or a new
registration statement pursuant to the Act, so that such designated
Registrable Securities may be publicly sold under the Act as promptly as
practicable thereafter and the Company will use reasonable efforts to cause
such registration to become and remain effective (including the taking of
such reasonable steps as are necessary to obtain the removal of any stop
order) within 120 days (subject to the provision of the last sentence of this
Section 6 (b)) after the receipt of such notice, provided, that such Holder
shall furnish the Company with appropriate information in connection
therewith as the Company may reasonably request in writing. The 50% Holder
may, at its option, request the registration of any of the Common Stock
underlying the Underwriter's Warrant in a registration statement made by the
Company as contemplated by Section 6(a) or in connection with a request made
pursuant to this Section 6(b) prior to acquisition of the shares of Common
Stock issuable upon exercise of the Underwriter's Warrant. The 50% Holder
may, at its option, request such post-effective amendment or new registration
statement during the described period with respect to the Underwriter's
Warrant or separately as to the Common Stock, and such registration rights
may be exercised by the 50% Holder prior to or subsequent to the exercise of
the Underwriter's Warrant. Within ten days after receiving any such notice
pursuant to this subsection (b) of paragraph 6, the Company shall give notice
to any other Holders of the Underwriter's Warrant, advising that the Company
is proceeding with such post-effective amendment or registration statement
and offering to include therein the securities underlying that part of the
Warrant held by the other Holders, provided that they shall furnish the
Company with such appropriate information (relating to the intentions of such
Holders) in connection therewith as the Company shall reasonably request in
writing. All costs and expenses of the first post-effective amendment or new
registration statement shall be borne by the Company, except that the
Holder(s) shall bear the fees of their own counsel and any other advisors
retained by them and any underwriting discounts or commissions applicable to
any of the securities sold by them. All costs and expenses of the second
such post-effective amendment or new registration statement shall be borne by
the Holder(s). The Company will use its best efforts to maintain such
registration
7
statement or post-effective amendment current under the Act for a period of
at least six months (and for up to an additional three (3) months if so
requested by the Holder(s)) from the effective date thereof. The Company
shall supply prospectuses, and such other documents as the Holder(s) may
reasonably request in order to facilitate the public sale or other
disposition of the Registrable Securities, use its best efforts to register
and qualify any of the Registrable Securities for sale in such states (i) as
such Holder(s) designate and (ii) with respect to which the Company obtained
a qualification in connection with its initial public offering and furnish
indemnification in the manner provided in paragraph 7 hereof.
Notwithstanding the foregoing set forth in this paragraph 6(b), the Company
shall not be required to include in any registration statement any
Registrable Securities which in the opinion of counsel to the Company (which
opinion is reasonably acceptable to counsel to the Underwriter) would be
saleable immediately without restriction under Rule 144 (or its successor) if
the Underwriter's Warrant was exercised pursuant to paragraph 2(b) herein.
Notwithstanding anything to the contrary, if the Company shall
furnish to the Holders requesting a registration or filing of a
post-effective amendment pursuant to this Section 6 a certificate signed by
the President of the Company stating that, in the good faith judgement of the
board of Directors of the Company, it would be materially detrimental to the
Company and its stockholders for such registration statement or
post-effective amendment to be filed and it is therefore in the best
interests of the Company to defer such filing, the Company shall have a right
to defer such filing for a period not to exceed 30 after the date on which
the Company would be required to so file such registration statement or
post-effective amendment, provided, however, that the Company shall not be
entitled to provide such notice to such Holder or Holders more than once in
any 12-month period.
(c) The term "50% Holder" as used in this paragraph 6 shall mean
the Holder(s) of at least 50% of the Underwriter's Warrant and/or the Common
Stock underlying the Underwriter's Warrant (considered in the aggregate).
7. (a) Whenever pursuant to paragraph 6 a registration statement
relating to any Common Stock issued upon exercise of (or issuable upon the
exercise of any Warrants purchasable under) the Underwriter's Warrant is
filed under the Act, amended or
7
supplemented, the Company will indemnify and hold harmless each Holder of the
Common Stock covered by such registration statement, amendment or supplement
(such Holder being hereinafter called the "Distributing Holder"), and each
person, if any, who controls (within the meaning of the Act) the Distributing
Holder, and each underwriter (within the meaning of the Act) of such Common
Stock and each person, if any, who controls (within the meaning of the Act)
any such underwriter, against any losses, claims, damages or liabilities,
joint or several, to which the Distributing Holder, any such controlling
person or any such underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities, or actions
in respect thereof, arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any such
registration statement as declared effective or any final prospectus
constituting a part thereof or any amendment or supplement thereto, or arise
out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statements therein not misleading and will reimburse the Distributing
Holder or such controlling person or underwriter for any legal or other
expense reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or action; provided,
however, that the Company will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon
an untrue statement or alleged untrue statement or omission or alleged
omission made in said registration statement, said preliminary prospectus,
said final prospectus or said amendment or supplement in reliance upon and in
conformity with written information furnished by such Distributing Holder or
any other Distributing Holder for use in the preparation thereof and provided
further, that the indemnity agreement provided in this Section 7(a) with
respect to any preliminary prospectus shall not inure to the benefit of any
Distributing Holder, controlling person of such Distributing Holder,
underwriter or controlling person of such underwriter from whom the person
asserting any losses, claims, charges, liabilities or litigation based upon
any untrue statement or alleged untrue statement of a material fact or
omission or alleged omission to state therein a material fact, received such
preliminary prospectus, if a copy of the prospectus in which such untrue
statement or alleged untrue statement or omission or alleged omission was
corrected has not been sent or given to such person within the time required
by the Act and the Rules and Regulations thereunder.
8
(b) The Distributing Holder will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed said
registration statement and such amendments and supplements thereto, and each
person, if any, who controls the Company (within the meaning of the Act)
against any losses, claims, damages or liabilities, joint or several, to
which the Company or any such director, officer or controlling person may
become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities, or actions in respect thereof, arise out of or are
based upon any untrue or alleged untrue statement of any material fact
contained in said registration statement, said preliminary prospectus, said
final prospectus, or said amendment or supplement, or arise out of or are
based upon the omission or the alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in said registration statement, said preliminary prospectus, said final
prospectus or said amendment or supplement in reliance upon and in conformity
with written information furnished by such Distributing Holder for use in the
preparation thereof; and will reimburse the Company or any such director,
officer or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action.
(c) Promptly after receipt by an indemnified party under this
paragraph 7 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against any
indemnifying party, give the indemnifying party notice of the commencement
thereof, but the omission so to notify the indemnifying party will not
relieve it from any liability which it may have to any indemnified party
otherwise than under this paragraph 7.
(d) In case any such action is brought against any indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate in and, to the extent that
it may wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to
9
such indemnified party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such indemnified party under this
paragraph 7 for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than
reasonable costs of investigation.
8. The Exercise Price in effect at the time and the number and kind of
securities purchasable upon the exercise of this Underwriter's Warrant shall
be subject to adjustment from time to time upon the happening of certain
events as follows:
(a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock
into a greater number of shares, (iii) combine or reclassify its outstanding
shares of Common Stock into a smaller number of shares, or (iv) enter into
any transaction whereby the outstanding shares of Common Stock of the Company
are at any time changed into or exchanged for a different number or kind of
shares or other security of the Company or of another corporation through
reorganization, merger, consolidation, liquidation or recapitalization, then
appropriate adjustments in the number of Shares (or other securities for
which such Shares have previously been exchanged or converted) subject to
this Underwriter's Warrant shall be made and the Exercise Price in effect at
the time of the record date for such dividend or distribution or of the
effective date of such subdivision, combination, reclassification,
reorganization, merger, consolidation, liquidation or recapitalization shall
be proportionately adjusted so that the Holder of this Underwriter's Warrant
exercised after such date shall be entitled to receive the aggregate number
and kind of Shares which, if this Underwriter's Warrant had been exercised by
such Holder immediately prior to such date, he would have been entitled to
receive upon such dividend, distribution, subdivision, combination,
reclassification, reorganization, merger, consolidation, liquidation or
recapitalization. For example, if the Company declares a 2 for 1 stock
distribution and the Exercise Price hereof immediately prior to such event
was $3.30 per share and the number of Shares purchasable upon exercise of
this Underwriter's Warrant was 320,000 the adjusted Exercise Price
immediately after such event would be $1.65 per share and the adjusted number
of Shares purchasable upon exercise of this
10
Underwriter's Warrant would be 640,000. Such adjustment shall be made
successively whenever any event listed above shall occur.
(b) In case the Company shall fix a record date for the issuance of
rights or warrants to all holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock (or securities convertible
into Common Stock) at a price (the "Subscription Price") (or having a
conversion price per share) less than the Exercise Price on a per share basis
(the "Per Share Exercise Price") on such record date, the Exercise Price
shall be adjusted so that the same shall equal the price determined by
multiplying the Per Share Exercise Price in effect immediately prior to the
date of issuance by a fraction, the numerator of which shall be the sum of
the number of shares outstanding on the record date mentioned below and the
number of additional shares of Common Stock which the aggregate offering
price of the total number of shares of Common Stock so issued (or the
aggregate conversion price of the convertible securities so issued) would
purchase at the Per Share Exercise Price in effect immediately prior to the
date of such issuance, and the denominator of which shall be sum of the
number of shares of Common Stock outstanding on the record date mentioned
below and the number of additional shares of Common Stock so issued (or into
which the convertible securities so offered are convertible). Such adjustment
shall be made successively whenever such rights or warrants are issued and
shall become effective immediately after the record date for the
determination of shareholders entitled to receive such rights or warrants;
and to the extent that shares of Common Stock are not delivered (or
securities convertible into Common Stock are not delivered) after the
expiration of such rights or warrants the Exercise Price shall be readjusted
to the Exercise Price which would then be in effect had the adjustments made
upon the issuance of such rights or warrants been made upon the basis of
deliver of only the number of shares of Common Stock (or securities
convertible into Common Stock) actually delivered.
(c) In case the Company shall hereafter distribute to all holders
of its Common Stock evidences of its indebtedness or assets (excluding cash
dividends or distributions and dividends or distributions referred to in
Subsection (a) above) or subscription rights or warrants (excluding those
referred to in Subsection (b) above, then in each such case the Exercise
Price in effect thereafter shall be determined by multiplying the Per Share
Exercise Price in effect immediately prior thereto by a fraction,
11
the numerator of which shall be the total number of shares of Common Stock
then outstanding multiplied by the current market price per share of Common
Stock (as defined in Subsection (e) below), less the fair market value (as
determined by the Company's Board of Directors) of said assets, or evidences
of indebtedness so distributed or of such rights or warrants, and the
denominator of which shall be the total number of shares of Common Stock
outstanding multiplied by such current market price per share of Common
Stock. Such adjustment shall be made whenever any such distribution is made
and shall become effective immediately after the record date for the
determination of shareholders entitled to receive such distribution.
(d) Whenever the Exercise Price payable upon exercise of the
Underwriter's Warrant is adjusted pursuant to Subsections (a), (b) or (c)
above, the number of Shares purchasable upon exercise of this Underwriter's
Warrant shall simultaneously be adjusted by multiplying the number of Shares
issuable upon exercise of this Underwriter's Warrant by the Exercise Price in
effect on the date hereof and dividing the product so obtained by the
Exercise Price, as adjusted.
(e) For the purpose of any computation under Subsection (c) above,
the current market price per share of Common Stock at any date shall be
deemed to be the average of the daily closing prices of the Common Stock for
30 consecutive business days before such date. The closing price for each
day shall be the last sale price regular way or, in case no such reported
sale takes place on such day, the average of the last reported bid and asked
prices regular way, in either case on the principal national securities
exchange on which the Common Stock is admitted to trading or listed, or, if
not listed or admitted to trading on such exchange, the average of the
highest reported bid and lowest reported asked prices as reported by Nasdaq,
or other similar organization if Nasdaq is no longer reporting such
information, or if not so available, the fair market price as determined by
the Board of Directors.
(f) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least five cents
($0.05) in such price; provided, however, that any adjustments which may by
reason of this Subsection (f) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment required to be
12
made hereunder. All calculations under this Section 8 shall be made to the
nearest cent or to the nearest one-hundredth of a share, as the case may be.
Anything in this Section 8 to the contrary notwithstanding, the Company shall
be entitled, but shall not be required, to make such changes in the Exercise
Price, in addition to those required by this Section 8, as it shall
determine, in its sole discretion, to be advisable in order that any dividend
or distribution in shares of Common Stock, or any subdivision,
reclassification or combination of Common Stock, hereafter made by the
Company shall not result in any Federal income tax liability to the holders
of the Common Stock or securities convertible into Common Stock.
(g) Whenever the Exercise Price is adjusted, as herein provided,
the Company shall promptly cause a notice setting forth the adjusted Exercise
Price and adjusted number of Shares issuable upon exercise of the
Underwriter's Warrant to be mailed to the Holder, at its address set forth
herein, and shall cause a certified copy thereof to be mailed to the
Company's transfer agent, if any. The Company may retain a firm of
independent certified public accountants selected by the Board of Directors
(who may be the regular accountants employed by the Company) to make any
computation required by this Section 8, and a certificate signed by such firm
shall be conclusive evidence of the correctness of such adjustment.
(h) In the event that at any time, as a result of an adjustment
made pursuant to the provisions of this Section 8, the Holder of the
Underwriter's Warrant thereafter shall become entitled to receive any shares
of the Company other than Common Stock, thereafter the number of such other
shares so receivable upon exercise of the Underwriter's Warrant shall be
subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Stock
contained in Subsections (a) to (f), inclusive, above.
9. This Agreement shall be governed by and in accordance with the laws
of the State of New York without regard to conflict of laws provision.
13
IN WITNESS WHEREOF, DELTAPOINT, INC. has caused this Underwriter's
Warrant to be signed by its duly authorized officers under its corporate
seal, and this Underwriter's Warrant to be dated _________, 1997.
DELTAPOINT, INC.
By: ____________________________
Name:
Title:
(Corporate Seal)
Attest:
______________________________
Name:
Title:
14
PURCHASE FORM
(To be signed only upon exercise of Warrant)
The undersigned, the holder of the foregoing Underwriter's Warrant, hereby
irrevocably elects to exercise the purchase rights represented by such Warrant
for, and to purchase thereunder, _______________ shares of no par value Common
Stock of DELTAPOINT, INC. and herewith makes payment of $_______ therefor, and
requests that the certificates for the shares of Common Stock be issued in the
name(s) of, and delivered to _________________, whose address(es) is (are):
Dated: _______________, 19__
By:________________________________
___________________________________
___________________________________
Address
TRANSFER FORM
(To be signed only upon transfer of Warrant)
For value received, the undersigned hereby sells, assigns, and transfers
unto ______________________________ the right to purchase shares of Common
Stock represented by the foregoing Underwriter's Warrant to the extent of
__________ shares of no par value Common Stock, and appoints
_________________________ attorney to transfer such rights on the books of
____________ _________________, with full power of substitution in the
premises.
Dated: _______________, 19__
By:________________________________
___________________________________
___________________________________
In the presence of:
