1
EXHIBIT 10.7
This Warrant and any shares of Common Stock acquired upon the exercise of this
Warrant have not been registered under the Securities Act of 1933, as amended,
and may not be transferred, sold or otherwise disposed of except while such a
registration is in effect or pursuant to an exemption from registration under
such Act.
GLOBAL RESERVATION SYSTEMS, INC.
Common Stock Purchase Warrant
June 15, 1999
GLOBAL RESERVATION SYSTEMS, INC. (the "Company"), a California
corporation, for value received, hereby certifies that PRECISION RESPONSE
CORPORATION, or registered assigns, is entitled to purchase from the Company
3,000,000 duly authorized, validly issued, fully paid and nonassessable shares
of Common Stock, no par value per share (the "Common Stock") of the Company (the
"Warrant Shares") at the purchase price per share of $0.85 (the "Exercise
Price"), at any time or from time to time prior to 5:00 P.M., New York City
time, on the third anniversary of the date hereof, all subject to the terms,
conditions and adjustments set forth below in this Warrant.
This Warrant is issued in connection with the issue and sale
by the Company of 6,000,000 shares of Common Stock pursuant to the Securities
Purchase Agreement (the "Purchase Agreement"), dated as of June 15, 1999,
between the Company and Precision Response Corporation (the "Investor"). The
Warrant originally so issued evidences the right to purchase an aggregate of
3,000,000 shares of Common Stock subject to adjustment as provided herein.
Certain capitalized terms used in this Warrant are defined in Section 10.
1. EXERCISE OF WARRANT. 1.1. MANNER OF EXERCISE. This Warrant
may be exercised by the holder hereof, in whole or in part, during normal
business hours
1
2
on any Business Day, by surrender of this Warrant to the Company at its office,
accompanied by a subscription in substantially the form attached to this Warrant
(or a reasonable facsimile thereof) duly executed by such holder and accompanied
by payment, in cash, by certified or official bank check payable to the order of
the Company, in the amount obtained by multiplying (a) the number of shares of
Common Stock (without giving effect to any adjustment thereof, except as
otherwise noted therein) designated in such subscription by (b) the Exercise
Price, and such holder shall thereupon be entitled to receive the number of duly
authorized, validly issued, fully paid and nonassessable Warrant Shares
determined at such time as provided in Section 2.
1.2. WHEN EXERCISE EFFECTIVE. Each exercise of this Warrant
shall be deemed to have been effected immediately prior to the close of business
on the Business Day on which this Warrant shall have been surrendered to the
Company as provided in Section 1.1, and at such time the Person or Persons in
whose name or names any certificate or certificates for shares of Common Stock
shall be issuable upon such exercise as provided in Section 1.3 shall be deemed
to have become the holder or holders of record thereof.
1.3. DELIVERY OF STOCK CERTIFICATES, ETC. As soon as
practicable after each exercise of this Warrant, in whole or in part, and in any
event within five Business Days thereafter, the Company at its expense
(including the payment by it of any applicable issue taxes) will cause to be
issued in the name of and delivered to the holder hereof or, subject to Section
6, as such holder (upon payment by such holder of any applicable transfer taxes)
may direct,
(a) a certificate or certificates for the number of duly
authorized, validly issued, fully paid and nonassessable shares of
Common Stock to which such holder shall be entitled upon such exercise
plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash in an amount equal to the same fraction of
the Market Price per share on the Business Day next preceding the date
of such exercise, and
(b) in case such exercise is in part only, a new Warrant or
Warrants of like tenor, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock equal (without giving
effect to any adjustment thereof) to the number of such shares called
for on the face of this Warrant minus the number of such shares of
Common Stock designated by the holder upon such exercise as provided in
Section 1.1.
2
3
2. ADJUSTMENTS. 2.1. ADJUSTMENT OF EXERCISE PRICE AND NUMBER
OF SHARES PURCHASABLE OR NUMBER OF WARRANTS. (a) In case the Company shall at
any time after the date of this Agreement (i) declare a dividend on the Common
Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common
Stock, (iii) combine the outstanding Common Stock into a smaller number of
shares, or (iv) issue any shares of its capital stock in a reclassification of
the Common Stock (including any such reclassification in connection with a
consolidation or merger in which the Company is the continuing corporation), the
Exercise Price in effect at the time of the record date for such dividend or of
the effective date of such subdivision, combination or reclassification, and/or
the number and kind of shares of capital stock issuable on such date shall be
proportionately adjusted so that the holder of any Warrant exercised after such
time shall be entitled to receive the aggregate number and kind of shares of
capital stock which, if such Warrant had been exercised immediately prior to
such date, he or she would have owned upon such exercise and been entitled to
receive by virtue of such dividend, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.
(b) In case the Company shall issue shares of Common Stock (or
rights, options or warrants to all holders of Common Stock entitling them to
subscribe for or purchase Common Stock) at a price per share of Common Stock (or
having a conversion price per share of Common Stock, if a security is
convertible into Common Stock) less than the Exercise Price on the record date
mentioned below, the Exercise Price to be in effect after such record date shall
be immediately reduced to be the price per share of Common Stock (or conversion
price per share of Common Stock, if a security is convertible into Common Stock)
of such issuance; PROVIDED THAT such adjustment shall not be required as a
result of the issuance of any of the Reserved Securities (as defined in the
Purchase Agreement). In case such subscription price may be paid in
consideration part or all of which shall be in form other than cash, the value
of such consideration shall be determined by the Board of Directors of the
Company. Such adjustment shall be made successively whenever such a record date
is fixed; and in the event that such rights or warrants are not so issued, the
Exercise Price shall again be adjusted to be the Exercise Price which would then
be in effect if such record date had not been fixed, but such subsequent
adjustment shall not effect the number of Shares issued upon any exercise of
Warrants prior to the date such adjustment is made.
3
4
2.2. REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER
OR SALE OF ASSETS.
(a) In case of any reorganization or reclassification of the
outstanding Common Stock (other than a change in par value, or from par
value to no par value, or as a result of a subdivision or combination
provided for in Section 2.1), or in case of any consolidation of the
Company with, or merger of the Company with, another Person, or in case
of any sale, lease or conveyance to another Person of the property of
the Company as an entirety or substantially as an entirety, the holder
of each Warrant then outstanding shall thereafter have the right to
purchase the same kind and number of shares of Common Stock and other
securities, cash or other property (and upon the same terms and with
the same rights) as would be receivable by a holder of the number of
Warrant Shares the holder would then be entitled to purchase; such
adjust ments shall apply with respect to all such changes occurring
between the date of this Agreement and the date of exercise of such
Warrant.
(b) If at any time, as a result of an adjustment made pursuant
to clause (a) above, the holders shall become entitled to purchase any
securities other than shares of Common Stock, thereafter the number of
such securities so purchasable upon exercise of each 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 this Section 2.
2.3. CERTAIN OTHER DISTRIBUTIONS. Subject to the provisions of
this Section 2, in case the Company shall, at any time prior to the exercise of
the Warrants, make any distribution of its assets to holders of its Common
Stock as a liquidating or a partial liquidating dividend, then each holder who
exercises his Warrants after the record date for the determination of those
holders of Common Stock entitled to such distribution of assets as a liquidating
or partial liquidating dividend, shall be entitled to receive, in addition to
each Warrant Share, the amount of such distribution (or, at the option of the
Company, a sum equal to the value of any such assets at the time of such
distribution as determined in good faith by the Board of Directors of the
Company), which would have been payable to such holder had such holder been the
holder of record of the Warrant Shares receivable upon exercise of such holder's
Warrant on the record date for the determination of those entitled to such
distribution.
4
5
2.4. DISSOLUTION, LIQUIDATION OR WINDING UP. In case of the
dissolution, liquidation or winding up of the Company, all rights under the
Warrants shall terminate on a date fixed by the Company, such date to be no
earlier than ten (10) days prior to the effectiveness of such dissolution,
liquidation or winding up and not later than five (5) days prior to such
effectiveness. Notice of such termination of purchase rights shall be given to
the last holder of Warrants, as the same shall appear on the books of the
Company, by registered mail at least thirty (30) days prior to such termination
date.
2.5. WHEN ADJUSTMENTS ARE NOT REQUIRED. If the Company shall
take a record of the holders of the Common Stock for the purpose of entitling
them to receive a dividend or distribution or subscription rights and shall,
thereafter and before the distribution to stockholders thereof, legally abandon
its plan to pay or deliver such dividend, distribution or subscription rights,
then thereafter no adjustment shall be required by reason of the taking of such
record and any such adjustment previously made in respect thereof shall be
rescinded and annulled.
2.6. BASIS OF ADJUSTMENTS. Upon each adjustment of the
Exercise Price as a result of the calculations made in Sections 2.1(a) and (b)
hereof, each Warrant outstanding immediately prior to the making of such
adjustment shall thereafter evidence the right to purchase, at the adjusted
Exercise Price, that number of Warrant Shares (calculated to the nearest
hundredth) obtained by (a) multiplying the number of Warrant Shares purchasable
upon exercise of a Warrant immediately prior to such adjustment of the number of
Warrant Shares by the Exercise Price in effect immediately prior to such
adjustment of the Exercise Price and (b) dividing the product so obtained by the
Exercise Price in effect immediately after such adjustment of the Exercise
Price.
3. ACCOUNTANTS' REPORT AS TO ADJUSTMENTS. In each case of any
adjustment or readjustment in the shares of Common Stock issuable upon the
exercise of this Warrant or the Exercise Price, the Company shall retain
independent certified public accountants of recognized national standing (which
may be the regular auditors of the Company) to make any computation required
under this Warrant (other than any computation of the fair value of property as
determined in good faith by the Board of Directors of the Company), and any
certificate setting forth such adjustment or readjustment signed by such firm
shall be conclusive evidence of the correctness of any computation made under
this Warrant. The Company will also keep copies of all such certificates at its
office and will cause the same to be available for inspection at such office
during normal business hours by
5
6
any holder of a Warrant or any prospective purchaser of a Warrant designated by
the holder thereof.
4. NOTICES OF CORPORATE ACTION. In the event of
(a) any taking by the Company of a record of the holders of
any class of securities for the purpose of determining the holders
thereof who are entitled to receive any dividend (other than a regular
periodic dividend payable in cash out of earned surplus in an amount
not exceeding the amount of the immediately preceding cash dividend for
such period) 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, or
(b) any capital reorganization of the Company, any
reclassification 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 each holder of a Warrant 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 such
dividend, distribution or right, and (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
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 deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be mailed at least 45
days prior to the date therein specified.
5. REGISTRATION OF COMMON STOCK. If any shares of Common Stock
required to be reserved for purposes of exercise of this Warrant require
registration with or approval of any governmental authority under any federal or
state law (other than the Securities Act) before such shares may be issued upon
exercise, the Company will, at its expense and as expeditiously as possible,
use its best efforts to cause
6
7
such shares to be duly registered or approved, as the case may be. At any such
time as Common Stock is listed on any national securities exchange, the Company
will, at its expense, obtain promptly and maintain the approval for listing on
each such exchange, upon official notice of issuance, the shares of Common Stock
issuable upon exercise of the then outstanding Warrants and maintain the listing
of such shares after their issuance; and the Company will also list on such
national securities exchange, will register under the Exchange Act and will
maintain such listing of, any other securities that at any time are issuable
upon exercise of the Warrants, if and at the time that any securities of the
same class shall be listed on such national securities exchange by the Company.
6. RESTRICTIONS ON TRANSFER. 6.1. RESTRICTIVE LEGENDS. Except
as otherwise permitted by this Section 6, each Warrant (including each Warrant
issued upon the transfer of any Warrant) shall be stamped or otherwise imprinted
with a legend in substantially the following form:
"This Warrant and any shares of Common Stock, acquired upon
the exercise of this Warrant have not been registered under the
Securities Act of 1933 and may not be transferred in the absence of
such registration or an exemption therefrom under such Act. This
Warrant and such shares may be transferred only in compliance with the
conditions specified in this Warrant."
Except as otherwise permitted by this Section 6, each certificate for Common
Stock issued upon the exercise of any Warrant, and each certificate issued upon
the transfer of any such Common Stock, shall be stamped or otherwise imprinted
with a legend in substantially the following form:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 and may not be transferred
in the absence of such registration or an exemption therefrom under
such Act. A complete and correct copy of the form of such Warrant is
available for inspection at the principal office of Global Reservation
Systems, Inc. or at the office or agency maintained by Global
Reservation Systems, Inc. as provided in such Warrants and will be
furnished to the holder of such shares upon written request and without
charge."
6.2. TERMINATION OF RESTRICTIONS. The restrictions imposed by
this Section 6 upon the transferability of Restricted Securities shall cease and
terminate as
7
8
to any particular Restricted Securities (a) when such securities shall have been
effectively registered under the Securities Act, or (b) when, in the opinion of
counsel for the holder thereof, such restrictions are no longer required in
order to insure compliance with the Securities Act (including Rule 144).
Whenever such restrictions shall cease and terminate as to any Restricted
Securities, the holder thereof shall be entitled to receive from the Company,
without expense (other than applicable transfer taxes, if any), new securities
of like tenor not bearing the applicable legends required by Section 6.1.
7. AVAILABILITY OF INFORMATION. If the Company shall have
filed a registration statement pursuant to the requirements of Section 12 of the
Exchange Act or a registration statement pursuant to the requirements of the
Securities Act, the Company will comply with the reporting requirements of
Sections 13 and 15(d) of the Exchange Act and will comply with all other public
information reporting requirements of the Commission (including Rule 144
promulgated by the Commission under the Securities Act) from time to time in
effect and relating to the availability of an exemption from the Securities Act
for the sale of any Restricted Securities. The Company will also cooperate with
each holder of any Restricted Securities in supplying such information as may be
necessary for such holder to complete and file any information reporting forms
presently or hereafter required by the Commission as a condition to the
availability of an exemption from the Securities Act for the sale of any
Restricted Securities. The Company will furnish to each holder of any Warrants,
promptly upon their becoming available, copies of all financial statements,
reports, notices and proxy statements sent or made available generally by the
Company to its stockholders, and copies of all regular and periodic reports and
all registration statements and prospectuses filed by the Company with any
securities exchange or with the Commission.
8. RESERVATION OF STOCK, ETC. The Company will at all times
reserve and keep available, solely for issuance and delivery upon exercise of
the Warrants, the number of shares of Common Stock from time to time issuable
upon exercise of all Warrants at the time outstanding. All shares of Common
Stock issuable upon exercise of any Warrants shall be duly authorized and, when
issued upon such exercise, shall be validly issued and, in the case of shares,
fully paid and nonassessable with no liability on the part of the holders
thereof.
9. OWNERSHIP, TRANSFER AND SUBSTITUTION OF WARRANTS. 9.1.
OWNERSHIP OF WARRANTS. The Company may treat the person in whose name any
Warrant is registered on the register kept at the office of the Company as the
owner and holder
8
9
thereof for all purposes, notwithstanding any notice to the contrary, except
that, if and when any Warrant is properly assigned in blank, the Company may
(but shall not be obligated to) treat the bearer thereof as the owner of such
Warrant for all purposes, notwithstanding any notice to the contrary. Subject to
Section 6, a Warrant, if properly assigned, may be exercised by a new holder
without a new Warrant first having been issued.
9.2. TRANSFER AND EXCHANGE OF WARRANTS. Upon the surrender of
any Warrant, properly endorsed, for registration of transfer or for exchange at
the office of the Company, the Company at its expense will (subject to
compliance with Section 6, if applicable) execute and deliver to or upon the
order of the holder thereof a new Warrant or Warrants of like tenor, in the name
of such holder or as such holder (upon payment by such holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant or Warrants so surrendered.
9.3. REPLACEMENT OF WARRANTS. Upon receipt of evidence
reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of any Warrant and, in the case of any such loss, theft or
destruction of any Warrant held by a Person other than the Purchaser or any
institutional investor, upon delivery of indemnity reasonably satisfactory to
the Company in form and amount or, in the case of any such mutilation, upon
surrender of such Warrant for cancellation at the office of the Company, the
Company at its expense will execute and deliver, in lieu thereof, a new Warrant
of like tenor.
10. DEFINITIONS. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:
BUSINESS DAY: Any day other than a Saturday or a Sunday or a
day on which commercial banking institutions in the City of New York are
authorized by law to be closed. Any reference to "days" (unless Business Days
are specified) shall mean calendar days.
COMMISSION: The Securities and Exchange Commission or any
other federal agency at the time administering the Securities Act.
COMMON STOCK: As defined in the introduction to this Warrant,
such term to include any stock into which such Common Stock shall have been
changed or any stock resulting from any reclassification of such Common Stock,
and all other stock
9
10
of any class or classes (however designated) of the Company the holders of which
have the right, without limitation as to amount, either to all or to a share of
the balance of current dividends and liquidating dividends after the payment of
dividends and distributions on any shares entitled to preference.
COMPANY: As defined in the introduction to this Warrant, such
term to include any corporation which shall succeed to or assume the obligations
of the Company hereunder in compliance with Section 2.
EXCHANGE ACT: The Securities Exchange Act of 1934, or any
similar federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time.
MARKET PRICE: On any date specified herein, the amount per
share of the Common Stock, equal to (a) the closing sale price of such Common
Stock on such date or, if no such closing price is available on such date, the
average of the closing bid and asked prices thereof on such date, in each case
as officially reported on the principal national securities exchange on which
such Common Stock is then listed or admitted to trading, or (b) if such Common
Stock is not then listed or admitted to trading on any national securities
exchange but is designated as a national market system security by the NASD, the
closing sale price of the Common Stock on such date, or (c) if there shall have
been no trading on such date or if the Common Stock is not so designated, the
average of the closing bid and asked prices of the Common Stock on such date as
shown by the NASD automated quotation system, or (d) if such Common Stock is not
then listed or admitted to trading on any national exchange or quoted in the
over-the-counter market, the higher of (x) the book value thereof as determined
by any firm of independent public accountants of recognized standing selected by
the Board of Directors of the Company as of the last day of any month ending
within 60 days preceding the date as of which the determination is to be made or
(y) the fair market value thereof determined in good faith by the Board of
Directors of the Company as of a date which is within 10 Business Days of the
date as of which the determination is to be made PROVIDED, that if the Investor
or its transferee objects in writing to such valuation within five Business
Days, then the Company and the Investor will renegotiate in good faith a
mutually agreeable Market Price. If the parties cannot agree to a Market Price
within ten Business Days of the notice of objection, then the Market Price shall
be determined by a nationally recognized accounting firm or valuation firm
acceptable to both parties or, in the absence of agreement on such firm, a firm
jointly designated by a firm nominated by each party.
10
11
NASD: The National Association of Securities Dealers, Inc.
PERSON: A corporation, an association, a partnership, a
limited liability company, an organization, a business, an individual, a
government or political subdivision thereof or a governmental agency.
PURCHASE AGREEMENT: As defined in the introduction to this
Warrant.
RESTRICTED SECURITIES: All of the following: (a) any Warrants
bearing the applicable legend or legends referred to in Section 6.1, (b) any
shares of Common Stock which have been issued upon the exercise of Warrants and
which are evidenced by a certificate or certificates bearing the applicable
legend or legends referred to in such Section and (c) unless the context
otherwise requires, any shares of Common Stock which are at the time issuable
upon the exercise of Warrants and which, when so issued, will be evidenced by a
certificate or certificates bearing the applicable legend or legends referred to
in such Section.
SECURITIES ACT: The Securities Act of 1933, or any similar
federal statute, and the rules and regulations of the Commission thereunder, all
as the same shall be in effect at the time.
TRANSFER: Any sale, assignment, pledge or other disposition of
any security, or of any interest therein, which could constitute a "sale" as
that term is defined in Section 2(3) of the Securities Act.
WARRANT SHARES: As defined in the introduction to this
Warrant.
WARRANTS: As defined in the introduction to this Warrant.
11. REMEDIES. The Company stipulates that the remedies at law
of the holder of this Warrant in the event of any default or threatened default
by the Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate and that, to the fullest extent
permitted by law, such terms may be specifically enforced by a decree for the
specific performance of any agreement contained herein or by an injunction
against a violation of any of the terms hereof or otherwise.
12. NO RIGHTS OR LIABILITIES AS STOCKHOLDER. Nothing contained
in this Warrant shall be construed as conferring upon the holder hereof any
rights as a
11
12
stockholder of the Company or as imposing any obligation on such holder to
purchase any securities or as imposing any liabilities on such holder as a
stockholder of the Company, whether such obligation or liabilities are asserted
by the Company or by creditors of the Company.
13. NOTICES. All notices and other communications under this
Warrant shall be in writing and shall be mailed by registered or certified mail,
return receipt requested, addressed (a) if to any holder of any Warrant, at the
registered address of such holder as set forth in the register kept at the
principal office of the Company, or (b) if to the Company, to the attention of
its President at its office, PROVIDED that the exercise of any Warrant shall be
effective in the manner provided in Section 1.
14. MISCELLANEOUS. This Warrant and any term hereof may be
changed, waived, discharged or terminated only by an instrument in writing
signed by the party against which enforcement of such change, waiver, discharge
or termination is sought. This Warrant shall be construed and enforced in
accordance with and governed by the laws of the State of New York. The section
headings in this Warrant are for purposes of convenience only and shall not
constitute a part hereof.
15. EXPIRATION. The Company will give the holder of this
Warrant not less than 30 days nor more than nine months notice of the expiration
of the right to exercise this Warrant. The right to exercise this Warrant shall
expire at 5:00 p.m., New York City time, on June 15, 2002, unless the Company
shall fail to give such notice as aforesaid, in which event the right to
exercise this Warrant shall not expire until a date thirty days after the date
on which the Company shall give the holder hereof notice of the expiration of
the right to exercise this Warrant.
12
13
IN WITNESS WHEREOF the Company has caused this Warrant to be
executed as of the date just above written by their respective officer thereunto
duly authorized.
GLOBAL RESERVATION SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: President
14
FORM OF SUBSCRIPTION
[To be executed only upon exercise of Warrant]
To Global Reservation Systems, Inc.
The undersigned registered holder of the within Warrant hereby
irrevocably exercises such Warrant for, and purchases thereunder, ______* shares
of Common Stock of Global Reservation Systems, Inc. and herewith makes payment
of $___________ therefor, and requests that the certificates for such shares be
issued in the name of, and delivered to ______________, whose address is
_______________.
Dated:
--------------------------------
(Signature must conform in all
respects to name of holder as
specified on the face of Warrant)
--------------------------------
(Street Address)
--------------------------------
(City) (State) (Zip Code)
-------------
* Insert here the number of shares called for on the face of this Warrant
(or, in the case of a partial exercise, the portion thereof as to which
this Warrant is being exercised), in either case without making any
adjustment for Additional Shares of Common Stock or any other stock or
other securities or property or cash which, pursuant to the adjustment
provisions of this Warrant, may be delivered upon exercise. in the case
of a partial exercise, a new Warrant or Warrants will be issued and
delivered, representing the unexercised portion of the Warrant, to the
holder surrendering the Warrant.
14
15
FORM OF ASSIGNMENT
[To be executed only upon transfer of Warrant]
For value received, the undersigned registered holder of the
within Warrant hereby sells, assigns and transfers unto _________________ the
right represented by such Warrant to purchase ________ shares of Common Stock of
Global Reservation Systems, Inc. to which such Warrant relates, and appoints
________________ Attorney to make such transfer on the books of Global
Reservation Systems, Inc. maintained for such purpose, 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 Warrant)
--------------------------------
(Street Address)
--------------------------------
(City) (State) (Zip Code)
Signed in the presence of:
--------------------------
15
