EXHIBIT 4.7
NEITHER THESE SECURITIES NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE
EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR
THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS THEREUNDER AND IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
SAFLINK CORPORATION
SERIES C WARRANT
Dated January 8, 2002
SAFLINK CORPORATION, a Delaware corporation (the "Company"), hereby
certifies that, for value received, _____________, or its registered assigns
("Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company up to a total of _______ shares of Common Stock, $.01 par value per
share (the "Common Stock"), of the Company (each such share, a "Warrant Share"
and all such shares, the "Warrant Shares") at an exercise price (the "Exercise
Price") equal to (i) $2.25 per Warrant Share from the date hereof and through
and including a date six months following the date (the "Effective Date") the
Securities and Exchange Commission declares a registration statement covering
the Warrant Shares effective pursuant to the Securities Act of 1933, as amended
(the "1933 Act"), or (ii) $3.50 per Warrant Share after the six month period
following the Effective Date and through and including January 8, 2007 (the
"Expiration Date"), at any time and from time to time from and after the date
hereof and through and including the Expiration Date, and subject to the terms
and conditions listed below.
1. Registration of Warrant. The Company shall register this
Warrant, upon records to be maintained by the Company for that purpose (the
"Warrant Register"), in the name of the record Holder hereof from time to time.
The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, and the Company shall not be affected
by notice to the contrary.
2. Restrictions on and Registration of Transfers and Exchanges.
(a) The Warrant shall be transferable only under
circumstances such that the transfer is exempt from the requirements of
registration under the Act and any applicable state securities law. By
acceptance hereof, the Holder agrees to comply with such legislation. The
Warrant and the rights granted to the Holder are transferable, in whole or in
part, upon surrender of the Warrant as provided in Section 2(b) below.
(b) The Company shall register the transfer of any portion
of this Warrant in the Warrant Register, upon surrender of this Warrant, with
the Form of Assignment attached hereto duly completed and signed, to the Company
at the office specified in or pursuant to Section 3(b). Upon any such
registration or transfer, a new warrant to purchase Common Stock, in
substantially the form of this Warrant (any such new warrant, a "New Warrant"),
evidencing the portion of this Warrant so transferred shall be issued to the
transferee and a New Warrant evidencing the remaining portion of this Warrant
not so transferred, if any, shall be issued to the transferring Holder. The
acceptance of the New Warrant by the transferee thereof shall be deemed the
acceptance of such transferee of all of the rights and obligations of a holder
of a Warrant.
(c) This Warrant is exchangeable, upon the surrender hereof
by the Holder to the office of the Company specified in or pursuant to Section
3(b) for one or more New Warrants, evidencing in the aggregate the right to
purchase the number of Warrant Shares which may then be purchased hereunder. Any
such New Warrant will be dated the date of such exchange, but reference shall be
made to the original date of the issuance of the Warrant.
3. Duration and Exercise of Warrants.
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(a) This Warrant shall be exercisable by the registered
Holder on any business day before 5:30 P.M., Pacific time, at any time and from
time to time on or after the date hereof to and including the Expiration Date.
At 5:30 P.M., Pacific time on the Expiration Date, the portion of this Warrant
not exercised prior thereto shall be and become void and of no value.
(b) Subject to Sections 2(b), 4 and 10, upon surrender of
this Warrant, with the Form of Election to Purchase attached hereto duly
completed and signed, to the Company at its office at 00000 X.X. 0xx Xxxxxx,
Xxxxx X-000, Xxxxxxxx, XX 00000-0000, Attn: Corporate Secretary, tel. (425)
000-0000, fax (000) 000-0000, or at such other address as the Company may
specify in writing to the then registered Holder, and upon payment of the
applicable Exercise Price multiplied by the number of Warrant Shares that the
Holder intends to purchase hereunder, in lawful money of the United States of
America, in cash or by certified or official bank check or checks, all as
specified by the Holder in the Form of Election to Purchase, the Company shall
promptly (but in no event later than 3 business days after the date of exercise)
issue or cause to be issued and cause to be delivered to or upon the written
order of the Holder and in such name or names as the Holder may designate, a
certificate for the Warrant Shares issuable upon such exercise. Any person so
designated by the Holder to receive Warrant Shares shall be deemed to have
become holder of record of such Warrant Shares as of the Date of Exercise of
this Warrant.
A "Date of Exercise" means the date on which the Company
shall have received (i) this Warrant (or any New Warrant, as applicable), with
the Form of Election to Purchase attached hereto (or attached to such New
Warrant) appropriately completed and duly signed, and (ii) payment (by cashier's
check) of the Exercise Price for the number of Warrant Shares so indicated by
the holder hereof to be purchased. The Exercise Price shall equal the Exercise
Price determined in accordance with this Warrant on the Date of Exercise.
(c) This Warrant shall be exercisable, either in its
entirety or, from time to time, for a portion of the number of Warrant Shares so
long as at least one hundred (100) Warrant Shares are purchased in any one
exercise. If less than all of the Warrant Shares which may be
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purchased under this Warrant are exercised at any time, the Company shall issue
or cause to be issued, at its expense, a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares for which no exercise has been
evidenced by this Warrant.
4. Payment of Taxes. The Company will pay all documentary
stamp taxes attributable to the issuance of Warrant Shares upon the exercise of
this Warrant; provided, however, that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name other
than that of the Holder, and the Company shall not be required to issue or cause
to be issued or deliver or cause to be delivered the certificates for Warrant
Shares unless or until the person or persons requesting the issuance thereof
shall have paid to the Company the amount of such tax or shall have established
to the satisfaction of the Company that such tax has been paid. The Holder shall
be responsible for all other tax liability that may arise as a result of holding
or transferring this Warrant or receiving Warrant Shares upon exercise hereof.
5. Replacement of Warrant. If this Warrant is mutilated,
lost, stolen or destroyed, the Company shall issue or cause to be issued in
exchange and substitution for and upon cancellation hereof, or in lieu of and
substitution for this Warrant, a New Warrant, but only upon receipt of evidence
reasonably satisfactory to the Company of such loss, theft or destruction and
indemnity, if requested, reasonably satisfactory to it.
6. Reservation of Warrant Shares. The Company covenants that
it will at all times reserve and keep available out of the aggregate of its
authorized but unissued Common Stock, solely for the purpose of enabling it to
issue Warrant Shares upon exercise of this Warrant as herein provided, the
number of Warrant Shares which are then issuable and deliverable upon the
exercise of this entire Warrant, free from preemptive rights or any other actual
contingent purchase rights of persons other than the Holders (taking into
account the adjustments and restrictions of Section 7). All Warrant Shares that
shall be so issuable and deliverable shall, upon issuance and the payment of the
applicable Exercise Price in accordance with the terms hereof, be duly and
validly authorized, issued and fully paid and nonassessable, and free from all
taxes, liens, claims and encumbrances and will not be subject to preemptive
rights or other similar rights of stockholders of the Company, other than (i)
restrictions on transferability as may be applicable under federal and state
securities laws; (ii) restrictive stock legends contemplated by the Investment
Agreements (as defined in the Security Purchase Agreement); or (iii) those
created by the Holders.
7. Certain Adjustments. The Exercise Price and number of
Warrant Shares issuable upon exercise of this Warrant are subject to adjustment
from time to time as set forth in this Section 7. Upon each such adjustment of
the Exercise Price pursuant to this Section 7, the Holder shall thereafter prior
to the Expiration Date be entitled to purchase, at the Exercise Price resulting
from such adjustment, the number of Warrant Shares obtained by multiplying the
Exercise Price in effect immediately prior to such adjustment by the number of
Warrant Shares issuable upon exercise of this Warrant immediately prior to such
adjustment and dividing the product thereof by the Exercise Price resulting from
such adjustment.
(a) Adjustments to Exercise Price for Certain Diluting
Issues.
(i) Special Definitions. For purposes of this
subsection (a), the following definitions apply:
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(1) "Options" shall mean rights, options (excluding
options issued to officers, directors or employees of or consultants to the
Company pursuant to a stock option plan on terms approved by the Board of
Directors), or warrants to subscribe for, purchase or otherwise acquire either
Junior Securities or Convertible Securities (defined below).
(2) "Original Issue Date" shall mean January 8, 2002.
(3) "Convertible Securities" shall mean any evidence
of indebtedness, shares (other than Common Stock), any series of Preferred Stock
(other than Series E Preferred Stock) or other securities convertible into or
exchangeable for Junior Securities.
(4) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued (or, pursuant to subsection (a)(iii), deemed to be
issued) by the Company after the Original Issue Date, other than shares of
Common Stock issued or issuable:
(A) upon conversion of shares of Series E
Preferred Stock;
(B) to officers, directors or employees of, or
consultants to, the Company pursuant to stock option or stock purchase plans as
currently in existence or the SAFLINK Corporation 2000 Stock Incentive Plan;
(C) as a dividend or distribution on Series E
Preferred Stock; or
(D) for which adjustment of the Exercise Price
is made pursuant to subsections 7(a)(iii)(2), 7(a)(iii)(3), 7(a)(iv) and 7(d)
below.
(5) "Junior Securities" shall refer to Common Stock,
any class or series of preferred stock issued after the Original Issue Date or
any security or right convertible into or entitling the holder to receive shares
of Common Stock.
(ii) No Adjustment of Exercise Price. Any provision herein
to the contrary notwithstanding, no adjustment in the Exercise Price shall be
made in respect of the issuance of Additional Shares of Common Stock unless the
consideration per share (determined pursuant to subsection 4(a)(v) hereof) for
an Additional Share of Common Stock issued or deemed to be issued by the Company
is less than the Exercise Price, in effect immediately prior to the date of such
issue.
(iii) Deemed Issue of Additional Shares of Common Stock. In
the event the Company at any time or from time to time after the Original Issue
Date shall issue any Options or Convertible Securities or shall fix a record
date for the determination of holders of any class of securities then entitled
to receive any such Options or Convertible Securities, then the maximum number
of shares (as set forth in the instrument relating thereto without regard to any
provisions contained therein designed to protect against dilution) of Common
Stock issuable upon the exercise of such Options or, in the case of Convertible
Securities and Options therefor, the conversion or exchange of such Convertible
Securities, shall be deemed to be Additional Shares of Common Stock issued as of
the time of such issue or, in case such a record date shall have been fixed, as
of the close of business on such record date, provided that in any such case
Additional Shares of Common Stock shall be deemed to have been issued;
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(1) no further adjustments in the Exercise Price shall
be made upon the subsequent issue of Convertible Securities or shares of Common
Stock upon the exercise of Options or conversion or exchange of such Convertible
Securities;
(2) if such Options or Convertible Securities by their
terms provide, with the passage of time or otherwise, for any increase or
decrease in the consideration payable to the Company, or decrease or increase in
the number of shares of Common Stock issuable, upon the exercise, conversion or
exchange thereof, the Exercise Price computed upon the original issue thereof
(or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon any such increase or decrease
becoming effective, be recomputed to reflect such increase or decrease in
proportion to its affect on such Options or the rights of conversion or exchange
under such Convertible Securities (provided, however, that no such adjustment of
the Exercise Price shall affect Common Stock previously issued upon the exercise
of the Warrant);
(3) upon the expiration of any such Options or any
rights of conversion or exchange under such Convertible Securities which shall
not have been exercised, the Exercise Price computed upon the original issue
thereof (or upon the occurrence of a record date with respect thereto), and any
subsequent adjustments based thereon, shall, upon such expiration, be recomputed
as if in the case of Convertible Securities or Options for Common Stock the only
Additional Shares of Common Stock issued were the shares of Common Stock, if
any, actually issued upon the exercise of such Options or the conversion or
exchange of such Convertible Securities and the consideration received therefor
was the consideration actually received by the Company for the issue of all such
Options, whether or not exercised, plus the consideration actually received by
the Company upon such exercise, or for the issue of all such Convertible
Securities which were actually converted or exchanged, plus the additional
consideration, if any, actually received by the Company upon such conversion or
exchange.
(4) in the case of any Options which expire by their
terms not more than 30 days after the date of issue thereof, no adjustment of
the Exercise Price shall be made until the expiration or exercise of all such
Options, whereupon such adjustment shall be made in the same manner provided in
clause (3) above.
(iv) Adjustment of Exercise Price Upon Issuance of Additional
Shares of Common Stock. In the event this Company, at any time after the
Original Issue Date shall issue Additional Shares of Common Stock (including
Additional Shares of Common Stock deemed to be issued pursuant to subsection
(a)(iii)) without consideration or for a consideration per share less than the
Exercise Price in effect on the date of and immediately prior to such issue,
then and in such event, the Exercise Price shall be reduced, concurrently with
such issue, to a price (calculated to the nearest cent) determined by
multiplying such Exercise Price by a fraction, the numerator of which shall be
the number of shares of Common Stock outstanding immediately prior to such issue
plus the number of shares of Common Stock which the aggregate consideration
received by the Company for the total number of Additional Shares of Common
Stock so issued would purchase at such Exercise Price in effect immediately
prior to such issuance, and the denominator of which shall be the number of
shares of Common Stock outstanding immediately prior to such issue plus the
number of such Additional Shares of Common Stock so issued. For the purpose of
the above calculation, the number of shares of Common Stock outstanding
immediately prior to such issue shall be calculated on a fully
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diluted basis, as if all of the Warrants and all Convertible Securities had been
fully converted into shares of Common Stock immediately prior to such issuance
and any outstanding warrants, options or other rights for the purchase of shares
of stock or Convertible Securities had been fully exercised immediately prior to
such issuance (and the resulting securities fully converted into shares of
Common Stock, if so convertible) as of such date, but not including in such
calculation any additional shares of Common Stock issuable with respect to
shares of Series E Preferred Stock, Convertible Securities, or outstanding
options, warrants or other rights for the purchase of shares of stock or
convertible securities, solely as a result of the adjustment of the respective
Exercise Prices (or other conversion ratios) resulting from the issuance of
Additional Shares of Common Stock causing such adjustment.
(v) Determination of Consideration. For purposes of this
subsection (a), the consideration received by the Company for the issue of any
Additional Shares of Common Stock shall be computed as follows:
(1) Cash and Property. Such consideration shall:
(A) insofar as it consists of cash, be computed at the
aggregate amount of cash received by the Company excluding amounts paid for
accrued interest or accrued dividends;
(B) insofar as it consists of property other than cash,
be computed at the fair value thereof at the time of receipt of such property,
as determined in good faith by the Board and the holders of a majority of
Warrant Shares issuable pursuant to all outstanding Series C Warrants; and
(C) in the event Additional Shares of Common Stock are
issued together with other shares or securities or other assets of the Company
for consideration which covers both, the proportion of such consideration so
received, computed as provided in clauses (A) and (B) above, as determined in
good faith by the Board and the holders of a majority of Warrant Shares issuable
pursuant to all outstanding Series C Warrants.
(D) with respect to clauses (B) and (C), in the event
that the Board and the holders of a majority of Warrant Shares issuable pursuant
to all outstanding Series C Warrants cannot reach a determination as to the
computation of such consideration, then the Company shall promptly appoint its
independent certified public accountants to make such determination as promptly
as practical.
(2) Options and Convertible Securities. The consideration
per share received by the Company for Additional Shares of Common Stock deemed
to have been issued pursuant to subsection 4(a)(iii), relating to Options and
Convertible Securities shall be determined by dividing:
(A) the total amount, if any, received or receivable by
the Company as consideration for the issue of such Options or Convertible
Securities, plus the minimum aggregate amount of additional consideration (as
set forth in the instruments relating thereto, without regard to any provision
contained therein designed to protect against dilution) payable to the Company
upon the exercise of such Options or the conversion or exchange of such
Convertible Securities by
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(B) the maximum number of shares of Common Stock (as
set forth in the instruments relating thereto, without regard to any provision
contained therein designed to protect against the dilution) issuable upon the
exercise of such Options or conversion or exchange of such Convertible
Securities.
(b) If the Company, at any time while this Warrant is
outstanding, (i) shall pay a stock dividend or otherwise make a distribution or
distributions on shares of its Common Stock or any class or series of Preferred
Stock payable in shares of Common Stock, (ii) subdivide outstanding shares of
Common Stock into a larger number of shares, or (iii) combine outstanding shares
of Common Stock into a smaller number of shares, the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares of
Common Stock (excluding treasury shares, if any, but including warrants or
options that would be included for purposes of determining earnings per share in
accordance with generally accepted accounting principals) outstanding before
such event and of which the denominator shall be the number of shares of Common
Stock (excluding treasury shares, if any, but including warrants or options that
would be included for purposes of determining earnings per share in accordance
with generally accepted accounting principals) outstanding after such event. Any
adjustment made pursuant to this Section shall become effective immediately
after the record date for the determination of stockholders entitled to receive
such dividend or distribution and shall become effective immediately after the
effective date in the case of a subdivision or combination, and shall apply to
successive subdivisions and combinations.
(c) If the Company, at any time while this Warrant is
outstanding, shall distribute to all holders of Common Stock (and not to holders
of this Warrant) evidences of its indebtedness or assets (other than cash
dividends) or rights or warrants to subscribe for or purchase any security
(excluding those referred to in Sections 7(b) and (d)), then in each such case
the Exercise Price shall be determined by multiplying the Exercise Price in
effect immediately prior to the record date fixed for determination of
stockholders entitled to receive such distribution by a fraction of which the
denominator shall be the Exercise Price determined as of the record date
mentioned above, and of which the numerator shall be such Exercise Price on such
record date less the then fair market value at such record date of the portion
of such assets or evidence of indebtedness so distributed applicable to one
outstanding share of Common Stock as determined by the Board and the holders of
a majority of Warrant Shares issuable pursuant to all outstanding warrants.
(d) If, at any time while this Warrant is outstanding, the
Company shall issue or cause to be issued rights or warrants to acquire or
otherwise sell or distribute shares of Common Stock to all holders of Common
Stock for a consideration per share less than the Exercise Price then in effect,
then, forthwith upon such issue or sale, the Exercise Price shall be reduced to
the price (calculated to the nearest cent) determined by dividing (i) an amount
equal to the sum of (A) the number of shares of Common Stock outstanding
immediately prior to such issue or sale multiplied by the Exercise Price, and
(B) the consideration, if any, received or receivable by the Company upon such
issue or sale by (ii) the total number of shares of Common Stock outstanding
immediately after such issue or sale.
(e) For the purposes of this Section 7, the following
clauses shall also be applicable:
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(i) Record Date. In case the Company shall take a record of
the holders of its Common Stock for the purpose of entitling them (A) to receive
a dividend or other distribution payable in Common Stock or in Convertible
Securities, or (B) to subscribe for or purchase Common Stock or Convertible
Securities, then such record date shall be deemed to be the date of the issue or
sale of the shares of Common Stock deemed to have been issued or sold upon the
declaration of such dividend or the making of such other distribution or the
date of the granting of such right of subscription or purchase, as the case may
be.
(ii) Treasury Shares. The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be
considered an issue or sale of Common Stock.
(f) All calculations under this Section 7 shall be made to the
nearest cent or the nearest 1/100th of a share, as the case may be.
(g) Whenever the Exercise Price is adjusted pursuant to Section
7(c) above or Section 7(i) below, the Company shall promptly mail or cause to be
mailed to each Holder, a notice setting forth the Exercise Price after such
adjustment and setting forth a brief statement of the facts requiring such
adjustment. Such adjustment shall become effective immediately after the record
date mentioned above. All determinations with respect to adjustments by the
Company hereunder shall be made by the Board and the holders of a majority of
Warrant Shares issuable pursuant to all outstanding warrants in good faith.
(h) If:
(i) the Company shall declare a dividend (or any other
distribution) on its Common Stock in Common Stock; or
(ii) the Company shall declare a special nonrecurring cash
dividend on or a redemption of its Common Stock; or
(iii) the Company shall authorize the granting to all
holders of the Common Stock rights or warrants to
subscribe for or purchase any shares of capital stock
of any class or of any rights; or
(iv) the approval of any stockholders of the Company shall
be required in connection with any reclassification
of the Common Stock of the Company, any consolidation
or merger to which the Company is a party, any sale
or transfer of all or substantially all of the assets
of the Company, or any compulsory share exchange
whereby the Common Stock is converted into other
securities, cash or property; or
(v) the Company shall authorize the voluntary
dissolution, liquidation or winding up of the affairs
of the Company,
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then the Company shall cause to be mailed to each Holder at their last addresses
as they shall appear upon the Warrant Register, to the extent practicable at
least twenty (20) calendar days prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date on which a record is to be
taken for the purpose of such dividend, distribution, redemption, rights or
warrants, or if a record is not to be taken, the date as of which the holders of
Common Stock of record to be entitled to such dividend, distributions,
redemption, rights or warrants are to be determined or (y) the date on which
such reclassification, consolidation, merger, sale, transfer or share exchange
is expected to become effective or close, and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities, cash or other property deliverable
upon such reclassification, consolidation, merger, sale, transfer, share
exchange, dissolution, liquidation or winding up; provided, however, that the
failure to mail such notice or any defect therein or in the mailing thereof
shall not affect the validity of the corporate action required to be specified
in such notice.
For the purposes of (i), (ii), and (iii) of this subsection, the holder
shall be entitled upon exercise of the Warrant for the purchase of any or all of
the shares of Common Stock subject hereto, to receive the amount of such assets
(or rights) which would have been payable to the holder had such holder been the
holder of such shares of Common Stock on the record date for determination of
stockholders entitled to such distribution.
(i) If at any time conditions shall arise by reason of action taken
by the Company which in the opinion of the Board of Directors are not adequately
covered by the other provisions hereof and which would reasonably be expected to
materially affect the rights of the Holders (different than or distinguished
from the effect generally on rights of holders of any class of the Company's
capital stock) or if any time such conditions are expected to arise by reason of
any action contemplated by the Company, the Company shall mail a written notice
briefly describing the action contemplated and the material adverse effects of
such action on the rights of the Holders to the extent practicable at least
twenty (20) calendar days prior to the effective date of such action, and an
Appraiser selected by the Holders of majority in interest of the Warrants then
outstanding and consented to by the Company (which consent shall not be
unreasonably withheld) shall give its opinion as to the adjustment, if any (not
inconsistent with the standards established in this Section 7), of the Exercise
Price (including, if necessary, any adjustment as to the Warrant Shares to be
purchased upon exercise of this Warrant) and any distribution which is or would
be required to be preserved without diluting the rights of the Holders.
8. Reserved.
9. Fractional Shares. The Company shall not be required to issue or
cause to be issued fractional Warrant Shares on the exercise of this Warrant.
The number of full Warrant Shares which shall be issuable upon the exercise of
this Warrant shall be computed on the basis of the aggregate number of Warrant
Shares purchasable on exercise of this Warrant so presented. If any fraction of
a Warrant Share would, except for the provisions of this Section 10, be issuable
on the exercise of this Warrant, the Company shall, at its option, (a) pay an
amount in cash equal to the Exercise Price multiplied by such fraction or (b)
shall round the number of Warrant Shares issuable, up to the next whole number
of such shares.
10. Notices. Any and all notices or other communications or deliveries
hereunder shall be in writing and shall be deemed given and effective on the
earliest of (i) the
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date of transmission, if such notice or communication is delivered via facsimile
at the facsimile telephone number specified in this Section prior to 4:30 p.m.
(Pacific Time) on a business day, (ii) the business day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile telephone number specified in this Section later than 4:30 p.m.
(Pacific Time) on any date and earlier than 11:59 p.m. (Pacific Time) on such
date, (iii) the business day following the date of mailing, if sent by
nationally recognized overnight courier service, or (iv) upon actual receipt by
the party to whom such notice is required to be given. The addresses for such
communications shall be: (i) if to the Company, to 00000 X.X. 0xx Xxxxxx, Xxxxx
X-000, Xxxxxxxx, XX 00000-0000, Attn: Corporate Secretary, tel. (000) 000-0000,
fax (000) 000-0000, or (ii) if to the Holder, to the Holder at the address or
facsimile number appearing on the Warrant Register or such other address or
facsimile number as the Holder may provide to the Company in accordance with
this Section 11.
11. Warrant Agent.
(a) The Company shall serve as warrant agent under this
Warrant. Upon thirty (30) days' notice to the Holder, the Company may appoint a
new warrant agent.
(b) Any corporation into which the Company or any new warrant
agent may be merged or any corporation resulting from any consolidation to which
the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its
corporate trust or shareholders services business shall be a successor warrant
agent under this Warrant without any further act. Any such successor warrant
agent shall promptly cause notice of its succession as warrant agent to be
mailed (by first class mail, postage prepaid) to the Holder at the Holder's last
address as shown on the Warrant Register.
12. Miscellaneous.
(a) This Warrant shall be binding on and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
(b) SAFLINK, in its sole discretion, shall be entitled to amend
the terms and conditions of this Warrant at any time, provided that any such
amendment does not have a negative effect on the economic interests of the
Holder hereunder.
(c) Subject to Section 12(a), above, nothing in this Warrant
shall be construed to give to any person or corporation other than the Company
and the Holder any legal or equitable right, remedy or cause under this Warrant;
this Warrant shall be for the sole and exclusive benefit of the Company and the
Holder.
(d) This Warrant shall be governed by and construed and
enforced in accordance with the internal laws of the State of Delaware without
regard to the principles of conflicts of law thereof.
(e) The headings herein are for convenience only, do not
constitute a part of this Warrant and shall not be deemed to limit or affect any
of the provisions hereof.
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(f) In case any one or more of the provisions of this Warrant
shall be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Warrant shall not
in any way be affected or impaired thereby and the parties will attempt in good
faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall
incorporate such substitute provision in this Warrant.
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly
executed by its authorized officer as of the date first indicated above.
SAFLINK CORPORATION
By: _____________________
Name: Xxx Xxxxxxxxx
Title: Chief Operating Officer
Corporate Secretary
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FORM OF ELECTION TO PURCHASE
(To be executed by the Holder to exercise the right to purchase shares of Common
Stock under the foregoing Warrant)
To SAFLINK Corporation.:
In accordance with the Warrant enclosed with this Form of Election to
Purchase, the undersigned hereby irrevocably elects to purchase _____________
shares of Common Stock ("Common Stock"), $.01 par value per share, of SAFLINK
Corporation and encloses herewith $________ in cash or certified or official
bank check or checks, which sum represents the aggregate Exercise Price (as
defined in the Warrant) for the number of shares of Common Stock to which this
Form of Election to Purchase relates, together with any applicable taxes payable
by the undersigned pursuant to the Warrant.
The undersigned requests that certificates for the shares of Common
Stock issuable upon this exercise be issued in the name of
PLEASE INSERT SOCIAL SECURITY OR
TAX IDENTIFICATION NUMBER
_______________________________________
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
If the number of shares of Common Stock issuable upon this exercise
shall not be all of the shares of Common Stock which the undersigned is entitled
to purchase in accordance with the enclosed Warrant, the undersigned requests
that a New Warrant (as defined in the Warrant) evidencing the right to purchase
the shares of Common Stock not issuable pursuant to the exercise evidenced
hereby be issued in the name of and delivered to:
________________________________________________________________________________
(Please print name and address)
________________________________________________________________________________
________________________________________________________________________________
Dated: ____________,_____ Name of Holder:
(Print)______________________________
(By:)________________________________
(Name:) _____________________________
(Title:)_____________________________
(Signature must conform in all respects
to name of holder as specified on the
face of the Warrant)
FORM OF ASSIGNMENT
[To be completed and signed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ________________________________ the right represented by the within
Warrant to purchase ____________ shares of Common Stock of SAFLINK Common Stock
to which the within Warrant relates and appoints ________________ attorney to
transfer said right on the books of SAFLINK Corporation with full power of
substitution in the premises.
Dated:
________,___
__________________________________________
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant)
___________________________________________
Address of Transferee
___________________________________________
___________________________________________
In the presence of:
_______________________
