FORM OF CLASS B WARRANT
THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY
STATE SECURITIES LAW, AND MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION UNDER THE ACT OR IN A TRANSACTION WHICH, IN THE
OPINION OF COUNSEL REASONABLY SATISFACTORY TO AMATI COMMUNICATIONS
CORPORATION, QUALIFIES AS AN EXEMPT TRANSACTION UNDER THE ACT AND THE RULES
AND REGULATIONS PROMULGATED THEREUNDER.
AMATI COMMUNICATIONS CORPORATION
COMMON STOCK PURCHASE WARRANT
AMATI COMMUNICATIONS CORPORATION, Delaware corporation (the "Company"),
hereby certifies that, for value received, [CHATTERJEE ENTITY] (the
"Holder"), or assigns, is entitled, subject to the terms set forth below, to
purchase from the Company, at any time and from time to time during the
period beginning on the seventy-fifth day following the date hereof and
ending on the fifth anniversary of such date in whole or in part, an
aggregate of THREE HUNDRED THOUSAND (300,000) fully paid and non-assessable
shares (such number of shares for which this Warrant is exercisable are
sometimes referred to herein as the "Warrant Shares") of the Common Stock of
the Company at a purchase price, subject to the provisions of Paragraph 3
hereof, of $25.00 per share (the "Purchase Price"); PROVIDED, HOWEVER, that
if the the average of the per share daily low trading prices of the Company's
Common Stock on the Principal Market over any 90-day period ending prior to
the first anniversary of the date of the first Put Notice delivered under the
Investment Agreement, exceeds $50.00 per share, the number of Warrant Shares
shall be reduced from 300,000 to 150,000. The Purchase Price and the number
and character of such shares are subject to adjustment as provided below, and
the term "Common Stock" shall mean, unless the context otherwise requires,
the stock or other securities or property at the time deliverable upon the
exercise of this Warrant. This Warrant is herein called the "Warrant."
Capitalized terms used but not defined herein shall have the meanings
ascribed thereto in the Investment Agreement, dated as of the date hereof,
between the Company and the Holder (the "Investment Agreement").
1. EXERCISE OF WARRANT. The purchase rights evidenced by this
Warrant shall be exercised by the holder surrendering this Warrant, with the
form of subscription at the end hereof duly executed by such holder, to the
Company at its executive offices accompanied by payment of an amount (the
"Exercise Amount") equal to the Purchase Price multiplied by the number of
shares being purchased pursuant to such exercise, payable as follows: (a) by
payment to the Company in cash, by certified or official bank check, or by
wire transfer of the Exercise Amount, (b) by surrender to the Company for
cancellation of securities of the Company, including this Warrant having a
Market Price (as hereinafter defined) on the date of exercise equal to the
Exercise Amount; or (c) by a combination of the methods described in clauses
(a) and (b) above. In lieu of exercising the Warrant, the holder may elect to
receive a payment equal to the difference between (i) the Market Price
multiplied by the number of shares as to which the payment is then being
elected and (ii) the exercise price with respect to such shares, payable by
the Company to the Holder only in shares of Common Stock valued at the Market
Price on the date of exercise. For purposes hereof, the term "Market Price"
shall mean the average closing price of a share of Common Stock for the 15
consecutive Trading Days preceding such day on the Principal Market or, if
the shares of Common Stock or securities are not publicly traded, the Market
Price for such day shall be the fair market value thereof determined jointly
by the Company and the holder of this Warrant; provided, however, that if
such parties are unable to reach agreement within a reasonable period of
time, the Market Price shall be determined in good faith by the independent
investment banking firm selected jointly by the Company and the holder of
this Warrant or, if that selection cannot be made within 15 days, by an
independent investment banking firm selected by the American Arbitration
Association in accordance with its rules.
1.1 PARTIAL EXERCISE. This warrant may be exercised for less than
the
full number of shares of Common Stock, in which case the number of shares
receivable upon the exercise of this Warrant as a whole, and the sum payable
upon the exercise of this Warrant as a whole, shall be proportionately
reduced. Upon any such partial exercise, the Company at its expense will
forthwith issue to the holder hereof a new Warrant or Warrants of like tenor
calling for the number of shares of Common Stock as to which rights have not
been exercised, such Warrant or Warrants to be issued in the name of the
holder hereof or his nominee (upon payment by such holder of any applicable
transfer taxes).
2. DELIVERY OF STOCK CERTIFICATES ON EXERCISE. As soon as
practicable
after the exercise of this Warrant and payment of the Purchase Price, and in
any event within ten (10) days thereafter, the Company, at its expense, will
cause to be issued in the name of and delivered to the holder hereof a
certificate or certificates for the number of fully paid and
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non-assessable shares or other securities or property 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
determined in accordance with Paragraph 3.9 hereof. The Company agrees that
the shares so purchased shall be deemed to be issued to the holder hereof as
the record owner of such shares as of the close of business on the date on
which this Warrant shall have been surrendered and payment made for such
shares as aforesaid.
3. ANTI-DILUTION PROVISIONS AND OTHER ADJUSTMENTS. In order to
prevent dilution of the right granted hereunder, the Purchase Price shall be
subject to adjustment from time to time in accordance with this Paragraph 3.
Upon each adjustment of the Purchase Price pursuant to this Paragraph 3, the
registered Holder of this Warrant shall thereafter be entitled to acquire
upon exercise, at the Purchase Price resulting from such adjustment, the
number of shares of the Company's Common Stock obtainable by multiplying the
Purchase Price in effect immediately prior to such adjustment by the number
of shares of the Company's Common Stock acquirable immediately prior to such
adjustment and dividing the product thereof by the Purchase Price resulting
from such adjustment.
3.1 ADJUSTMENT FOR ISSUE OR SALE OF COMMON STOCK AT LESS THAN
PURCHASE PRICE. Except as provided in Paragraph 3.2 or 3.5 below, if and
whenever on or after the date of issuance hereof the Company shall issue or
sell, or shall in accordance with subparagraphs 3.1(1) to (9), inclusive, be
deemed to have issued or sold, any shares of its Common Stock for a
consideration per share less than the Purchase Price in effect immediately prior
to the time of such issue or sale, then forthwith upon such issue or sale (the
"Triggering Transaction"), the Purchase Price shall, subject to subparagraphs
(1) to (9) of this Paragraph 3.1, be reduced to the Purchase Price (calculated
to the nearest tenth of a cent) determined by dividing:
(i) an amount equal to the sum of (x) the product derived by
multiplying the Number of Common Shares Deemed Outstanding immediately
prior to such Triggering Transaction by the Purchase Price then in effect,
plus 9y) the consideration, if any, received by the Company upon
consummation of such Triggering Transaction, by
(ii) an amount equal to the sum of (x) the Number of Common
Shares Deemed Outstanding immediately prior to such Triggering Transaction
plus (y) the number of shares of Common Stock issued (or deemed to be
issued in accordance with subparagraphs 3.1(1) to (9)) in connection with
the Triggering Transaction.
For purposes of this Paragraph 3, the term "Number of Common
Shares Deemed Outstanding" at any given time shall mean the sum of (i) the
number of shares of the Company's Common Stock
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outstanding at such time, and (ii) the number of shares of the Company's
Common Stock deemed to be outstanding under subparagraphs 3.191) to (9),
inclusive, at such time.
For purposes of determining the adjusted Purchase Price under this
Paragraph 3.1, the following subsections (1) to (9), inclusive, shall be
applicable:
(1) In case the Company at any time shall in any manner grant
(whether directly or by assumption in a merger or otherwise) any
rights to subscribe for or to purchase, or any options for the
purchase of, Common Stock or any stock or other securities convertible
into or exchangeable for Common Stock (such rights or options being
herein called "Options" and such convertible or exchangeable stock or
securities being herein called "Convertible Securities"), whether or
not such Options or the right to convert or exchange any such
Convertible Securities are immediately exercisable and the price per
share for which the Common Stock is issuable upon exercise, conversion
or exchange (determined by dividing (x) the total amount, if any,
received or receivable by the Company as consideration for the
granting of such Options, plus the minimum aggregate amount of
additional consideration payable to the Company upon the exercise of
all such Options, plus, in the case of such Options which relate to
Convertible Securities, the minimum aggregate amount of additional
consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof, by
(y) the total maximum number of shares of Common Stock issuable upon
the exercise of such Options or the conversion or exchange of such
Convertible Securities) shall be less than the Purchase Price in
effect immediately prior to the time of the granting of such Option,"
then the total maximum amount of Common Stock issuable upon the
exercise of such Options, or, in the case of Options for Convertible
Securities, upon the conversion or exchange of such Convertible
Securities, shall (as of the date of granting of such Options) be
deemed to be outstanding and to have been issued and sold by the
Company for such price per share. No adjustment of the Purchase Price
shall be made upon the actual issue of such shares of Common Stock or
such Convertible Securities upon the exercise of such Options, except
as otherwise provided in subparagraph (3) below.
(2) In case the Company at any time shall in any manner issue
(whether directly or by assumption in a merger or otherwise) or sell
any Convertible Securities, whether or not the rights to exchange or
convert thereunder are immediately exercisable, and the price per
share for which Common Stock is issuable upon
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such conversion or exchange (determined by dividing (x) the total
amount received or receivable by the Company as consideration for the
issue or sale of such Convertible Securities, plus the minimum
aggregate amount of additional consideration, if any, payable to the
Company upon the conversion or exchange thereof, by (y) the total
maximum number of shares of Common Stock issuable upon the conversion
or exchange of all such Convertible Securities) shall be less than the
Purchase Price in effect immediately prior to the time of such issue
or sale, then the total maximum number of shares of Common Stock
issuable upon conversion or exchange of all such Convertible
Securities shall ( as of the date of the issue or sale of such
Convertible Securities) be deemed to be outstanding and to have been
issued and sold by the Company for such price per share. No adjustment
of the Purchase Price shall be made upon the actual issue of such
Common Stock upon exercise of the rights to exchange or convert under
such Convertible Securities, except as otherwise provided in
subparagraph (3) below.
(3) If the purchase price provided for in any Options referred
to in subparagraph (1), the additional consideration, if any, payable
upon the conversion or exchange of any Convertible Securities referred
to in subparagraphs (1) or (2), or the rate at which any Convertible
Securities referred to in subparagraph (1) or (2) are convertible into
or exchangeable for Common Stock shall change at any time (other than
under or by reason of provisions designed to protect against dilution
of the type set forth in Paragraph 3.1 or 3.3), the Purchase Price in
effect at the time of such change shall forthwith be readjusted to the
Purchase Price which would have been in effect at such time had such
Options or Convertible Securities still outstanding provided for such
changed purchase price, additional consideration or conversion rate,
as the case may be, at the time initially granted, issued or sold. If
the purchase price provided for in any Option referred to in
subparagraph (1) or the rate at which any Convertible Securities
referred to in subparagraphs (1) or (2) are convertible into or
exchangeable for Common Stock, shall be reduced at any time under or
by reason of provisions with respect thereto designed to protect
against dilution, then in case of the delivery of Common Stock upon
the exercise of any such Convertible Security, the Purchase Price then
in effect hereunder shall forthwith be adjusted to such respective
amount as would have been obtained had such Option or Convertible
Security never been issued as to such Common Stock and had adjustments
been made upon the issuance of the shares of Common Stock delivered as
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aforesaid, but only if as a result of such adjustment the Purchase
Price then in effect hereunder is hereby reduced.
(4) On the expiration of any Option or the termination of any
right to convert or exchange any Convertible Securities, the Purchase
Price then in effect hereunder shall forthwith be increased to the
Purchase Price which would have been in effect at the time of such
expiration or termination had such Option or Convertible Securities,
to the extent outstanding immediately prior to such expiration or
termination, never been issued.
(5) In case any Options shall be issued in connection with the
issue or sale of other securities of the Company, together comprising
one integral transaction in which no specific consideration is
allocated to such Options by the parties thereto, such Options shall
be deemed to have been issued without consideration.
(6) In case any shares of Common Stock, Options or Convertible
Securities shall be issued or sold or deemed to have been issued or
sold for cash, the consideration received therefor shall be deemed to
be the amount received by the Company therefor. In case any shares of
Common Stock, Options or Convertible Securities shall be issued or
sold for a consideration other than cash, the amount of the
consideration other than cash received by the Company shall be the
fair value of such consideration as determined in good faith by the
Board of Directors of the Company. In case any shares of Common Stock,
Options or Convertible Securities shall be issued in connection with
any merger in which the Company is the surviving corporation, the
amount of consideration therefor shall be deemed to be the fair value
of such portion of the net assets and business of the non-surviving
corporation as shall be attributed by the Board of Directors of the
Company in good faith to such Common Directors of the Company in good
faith to such Common Stock, Options or Convertible Securities, as the
case may be.
(7) 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 shares so owned or
held shall be considered an issue or sale of Common Stock for the
purpose of this Paragraph 3.1.
(8) In case the Company shall declare a dividend or make any
other distribution upon the stock of the Company payable in Options or
Convertible Securities,
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then in such case any Options or Convertible Securities, as the case
may be, issuable in payment of such dividend or distribution shall be
deemed to have been issued or sold without consideration.
(9) For purposed of this Paragraph 3.1, in case the Company
shall take a record of the holders of its Common Stock for the purpose
of entitling them (x) to receive a dividend or other distribution
payable in Common Stock, Options or in Convertible Securities, or
Common Stock, Options or in Convertible Securities, or (y) to
subscribe for or purchase Common Stock, Options 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 or
subscription or purchase, as the case may be.
3.2 DIVIDENDS NOT PAID OUT OF EARNINGS OR EARNED SURPLUS. In
the event the Company shall declare a dividend upon the Common Stock (other
than a dividend payable in Common Stock) payable otherwise than out of
earnings or earned surplus, determined in accordance with generally accepted
accounting principles, including the making of appropriate deductions for
minority interests, if any, in subsidiaries (herein referred to as
"Liquidating Dividends"), then, as soon as possible after the exercise of
this Warrant, the Company shall pay to the person exercising such Warrant an
amount equal to the aggregate value at the time such exercise of all
Liquidating Dividends (including but not limited to the Common Stock which
would have been issued at the time of such earlier exercise and all other
securities which would have been issued with respect to such Common Stock by
reason of stock splits, stock dividends, mergers or reorganizations, or for
any other reason). For the purposes of this Paragraph 3.2, a dividend other
than in cash shall be considered payable out of earnings or earned surplus
only to the extent that such earnings or earned surplus are charged an amount
equal to the fair value of such dividend as determined in good faith by the
Board of Directors of the Company.
3.3 SUBDIVISIONS AND COMBINATIONS. In case the Corporation
shall at any time (i) subdivide the outstanding Common Stock or (ii) issue a
stock dividend on its outstanding Common Stock, the Purchase Price in effect
immediately prior to such subdivision or dividend shall be proportionately
reduced by the same ratio as the subdivision or dividend. In case the
Corporation shall at any time combine its outstanding Common Stock, Purchase
Price in effect immediately prior to such combination shall be
proportionately increased by the same ratio as the combination.
3.4 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE
OF ASSETS. If the capital reorganization or
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reclassification of the capital stock of the Company, or consolidation or
merger of the Company with another corporation, or the sale of all or
substantially all of its assets to another corporation shall be effected in
such a way that holders of Common Stock shall be entitled to receive stock,
securities, cash or other property with respect to or in exchange for Common
Stock, then, as a condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate provision shall be made
whereby the holder of this Warrant shall have the right to acquire and
receive upon exercise of this Warrant such shares of stock, securities, cash
or other property issuable or payable (as part of the reorganization,
reclassification, consolidation, merger or sale) with respect to or in
exchange for such number of outstanding shares of the Company's Common Stock
as would have been received upon exercise of this Warrant at the Purchase
Price then in effect. The Company will not effect any such consolidation,
merger or sale, unless prior to the consummation thereof the successor
corporation (if other than the Company) resulting from such consolidation or
merger or the corporation purchasing such assets shall assume by written
instrument mailed or delivered to the holder of this Warrant at the last
address of such holder appearing on the books of the Company, the obligation
to deliver to such holder such shares of stock, securities or assets as, in
accordance with the foregoing provisions, such holder may be entitled to
purchase. If a purchase, tender or exchange offer is made to and accepted by
the holders of more than 50% of the outstanding shares of Common Stock of the
Company, the Company shall not effect any consolidation, merger or sale with
the person having made such offer or with any Affiliate of such person,
unless prior to the consummation of such consolidation, merger or sale the
holder of this Warrant shall have been given a reasonable opportunity to then
elect to receive upon the exercise of this Warrant either the stock,
securities or assets then issuable with respect to the Common Stock of the
Company or the stock, securities or assets, or the equivalent, issued to
previous holders of the Common Stock in accordance with such offer. For
purposes hereof the term "Affiliate" with respect to any given person shall
mean any person controlling, controlled by or under common control with the
given person,
3.5 NO ADJUSTMENT FOR EXERCISE OF CERTAIN OPTIONS WARRANTS, ETC.
The provisions of this Section 3 shall not apply to any Common Stock issued,
issuable or deemed outstanding under subparagraphs 3.1(1) to (9) inclusive:
(i) to any person pursuant to any stock option, stock purchase or similar
plan or arrangement for the benefit of employees, consultants or directors of
the Company or its subsidiaries in effect on the date of issuance hereof,
(ii) pursuant to options, warrants and conversion rights in existence on the
date of issuance hereof, (iii) pursuant to the Investment Agreement or (iv)
pursuant to a firm commitment underwritten registered offering under the
1933 Act.
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3.6 NOTICES OF RECORD DATE, ETC. In the event that :
(1) the Company shall declare any cash dividend upon its Common
Stock, or
(2) the Company shall declare any dividend upon its Common Stock
payable in stock or make any special dividend or other distribution to
the holders of its Common Stock, or
(3) the Company shall offer for subscription pro rata to the
holders of its Common Stock any additional shares of stock of any
class or other rights, or
(4) there shall be any capital reorganization or
reclassification of the capital stock of the Company, including any
subdivision or combination of its outstanding shares of Common Stock,
or consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation, or
(5) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then, in connection with such event, the Company shall give to the holder of
this Warrant:
(ii) at least twenty (20) days' prior written notice of the
date on which the books of the Company shall close or a record shall be
taken for such dividend, distribution or subscription rights or for
determining rights to vote in respect of any such reorganization,
reclassification, consolidation, merger sale, dissolution, liquidation or
winding up; and
(iii) in the case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, at
least twenty (20) days' prior written notice of the date when the same
shall take place. Such notice in accordance with the foregoing clause (i)
shall also specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common Stock shall be
entitled thereto, and such notice in accordance with the foregoing clause
(ii) shall also specify the date on which the holders of Common Stock shall
be entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification consolidation,
merger, sale, dissolution, liquidation or winding up, as the case may be.
Each such written notice shall be given by first class mail, postage
prepaid, addressed to the holder of this Warrant at the address of such
holder as shown on the books of the Company.
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3.7 GRANT, ISSUE OR SALE OF OPTIONS, CONVERTIBLE SECURITIES, OR
RIGHTS. If at any time or from time to time on or after the date of issuance
hereof, the Company shall grant, issue or sell any Options, Convertible
Securities or rights to purchase property (the "Purchase Rights") pro rata to
the record holders of any class of Common Stock of the Company and such grants,
issuances or sales do not result in an adjustment of the Purchase Price under
Paragraph 3.1 hereof, then the holder of this Warrant shall be entitled to
acquire (within thirty (30) days after the later to occur of the initial
exercise date of such Purchase Rights to which such holder shall be entitled
under Paragraph 3.6) and upon the terms applicable to such Purchase Rights
either:
(i) the aggregate Purchase Rights which such holder could have
acquired if it had held the number of shares of Common Stock acquirable
upon exercise of this Warrant immediately before the grant, issuance or
sale of such Purchase Rights; provided that if any Purchase rights were
distributed to holders of Common Stock without the payment of additional
consideration by such holders, corresponding Purchase Rights shall be
distributed to the exercising holder of this Warrant as soon as possible
after such exercise and it shall not be necessary for the exercising holder
of this Warrant specifically to request delivery of such rights; or
(ii) in the event that any such Purchase Rights shall have
expired or shall expire prior to the end of said thirty (30) day period,
the number of shares of Common Stock or the amount of property which such
holder could have acquired upon such exercise at the time or times at which
the Company granted, issued or sold such expired Purchase Rights.
3.8 ADJUSTMENT BY BOARD OF DIRECTORS. If any event occurs as to
which, in the opinion of the Board of Directors of the Company, the provisions
of this Section 3 are not strictly applicable or if strictly applicable would
not fairly protect the rights of the holder of this Warrant in accordance with
the essential intent and principles of such provisions, then the Board of
Directors shall make an adjustment in the application of such provisions, in
accordance with such essential intent and principles, so as to protect such
rights as aforesaid, but in no event shall any adjustment have the effect of
increasing the Purchase Price as otherwise determined pursuant to any of the
provisions of this Section 3 except in Paragraph 3.3 and then in no event to an
amount larger than the Purchase Price as adjusted pursuant to Paragraph 3.3.
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3.9 FRACTIONAL SHARES. The Company shall not issue fractions of
shares of Common Stock upon exercise of this Warrant or scrip in lieu thereof.
If any fraction of a share of Common Stock would, except for the provisions of
this Paragraph 3.9, be issuable upon exercise of this Warrant, the Company shall
in lieu thereof pay to the person entitled thereto an amount in cash equal to
the current value of such fraction, calculated to the nearest one-hundredth
(1/100) of a share, to be computed (i) if the Common Stock is listed on any
national securities exchange on the basis of the last sales price of the Common
Stock on such exchange (or the quoted closing bid price if there shall have been
no sales) on the date of conversion, or (ii) if the Common Stock shall not be
listed, on the basis of the mean between the closing bid and asked prices for
the Common Stock on the date of conversion as reported by NASDAQ, or its
successor, and if there are not such closing bid and asked prices, on the basis
of the fair market value per share as determined by the Board of Directors of
the Company.
3.10 OFFICERS' STATEMENT AS TO ADJUSTMENTS. Whenever the Purchase
Price shall be adjusted as provided in Section 3 hereof, the Company shall
forthwith file at each office designated for the exercise of this Warrant, a
statement, signed by the Chairman of the Board, the President, any Vice
President or Treasurer of the Company, showing in reasonable detail the facts
requiring such adjustment and the Purchase Price that will be effective after
such adjustment. The Company shall also cause a notice setting forth any such
adjustments to be sent by mail, first class, postage prepaid, to the record
holder of this Warrant at his or its address appearing on the stock register.
If such notice relates to an adjustment resulting from an event referred to in
Paragraph 3.6, such notice shall be included as part of the notice required to
be mailed and published under the provisions of Paragraph 3.6 hereof.
4. NO DILUTION OR IMPAIRMENT. The Company will not, by amendment of
its charter or through reorganization, consolidation, merger, dissolution, sale
of assets or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such action as may be necessary or appropriate in order to protect the rights of
the holder hereof against dilution or other impairment. Without limiting the
generality of the foregoing, the Company will not increase the par value of any
shares of stock receivable upon the exercise of this Warrant above the amount
payable therefor upon such exercise, and at all times will take all such action
as may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and non-assessable stock upon the exercise of this
Warrant.
5. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANTS.
The Company shall at all times reserve and keep
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available out of its authorized but unissued stock, solely for the issuance and
delivery upon the exercise of this Warrant and other similar Warrants, such
number of its duly authorized shares of Common Stock as from time to time shall
be issuable upon the exercise of this Warrant and all other similar Warrants at
the time outstanding.
6. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to it, or (in the case of mutilation) upon surrender and
cancellation thereof, the Company will issue, in lieu thereof, a new Warrant of
like tenor.
7. REMEDIES. The Company stipulates that the remedies at law of the
holder of this Warrant in the event of any 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 the same may be specifically enforced.
8. NEGOTIABILITY, ETC. This Warrant is issued upon the following
terms, to all of which each taker or owner hereof consents and agrees:
(a) Subject to the legend appearing on the first page hereof, title
to this Warrant may be transferred by endorsement (by the holder
hereof executing the form of assignment at the end hereof
including guaranty of signature) and delivery in the same manner
as in the case of a negotiable instrument transferable by
endorsement and delivery.
(b) Any person in possession of this Warrant properly endorsed is
authorized to represent himself as absolute owner hereof and is
granted power to transfer absolute title hereto by endorsement
and delivery hereof to a bona fide purchaser hereof for value;
each prior taker or owner waives and renounces all of his
equities or rights in this Warrant in favor of every such bona
fide purchaser, and every such bona fide purchaser shall acquire
title hereto and to all rights represented hereby.
(c) Until this Warrant is transferred on the books of the Company,
the Company may treat the registered holder of this Warrant as
the absolute owner hereof for all purposes without being
affected by any notice to the contrary.
(d) Prior to the exercise of this Warrant, the holder hereof shall
not be entitled to any rights of a
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shareholder of the Company with respect to shares for which this
Warrant shall be exercisable, including, without limitation, the
right to vote, to receive dividends or other distributions or to
exercise any preemptive rights, and shall not be entitled to
receive any notice of any proceedings of the Company, except as
provided herein.
(e) The Company shall not be required to pay any Federal or state
transfer tax or charge that may be payable in respect of any
transfer involved in the transfer or delivery of this Warrant or
the issuance or conversion or delivery of certificates for Common
Stock in a name other than that of the registered holder of this
Warrant or to issue or deliver any certificates for Common Stock
upon the exercise of this Warrant until any and all such taxes
and charges shall have been paid by the holder of this Warrant or
until it has been established to the Company's satisfaction that
no such tax or charge is due.
9. SUBDIVISION OF RIGHTS. This Warrant (as well as any new warrants
issued pursuant to the provisions of this paragraph) is exchangeable, upon the
surrender hereof by the holder hereof, at the principal office of the Company
for any number of new warrants of like tenor and date representing in the
aggregate the right to subscribe for and purchase the number of shares of Common
Stock of the Company which may be subscribed for and purchased hereunder.
10. MAILING OF NOTICES, ETC. All notices and other communications
from the Company to the holder of this Warrant shall be mailed by first-class
certified mail, postage prepaid, to the address furnished to the Company in
writing by the last holder of this Warrant who shall have furnished an address
to the Company in writing.
11. HEADINGS, ETC. The headings in this Warrant are for purposes of
reference only, and shall not limit or otherwise affect the meaning hereof.
12. CHANGE, WAIVER, ETC. Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.
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13. GOVERNING LAW. THIS WARRANT SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
AMATI COMMUNICATIONS CORPORATION
By
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Dated: ,199
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Attest:
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[To be signed only upon exercise of Warrant]
To AMATI COMMUNICATIONS CORPORATION
The undersigned, the holder of the within Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, ________ shares of Common Stock of AMATI COMMUNICATIONS
CORPORATION and herewith makes payment of $______therefor, and requests that the
certificates for such shares be issued in the name of, and be delivered to
__________, whose address is __________________.
Dated:
----------------------
--------------------
(Signature must conform in all respects to name of Holder as specified on the
face of the Warrant)
--------------------
Address
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[To be signed only upon transfer of Warrant]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto AMATI COMMUNICATIONS CORPORATION the right represented by the within
Warrant to purchase the ______________ shares of the Common Stock of AMATI
COMMUNICATIONS CORPORATION to which the within Warrant relates, and appoints
______________ attorney to transfer said right on the books of AMATI
COMMUNICATIONS 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
In the presence of
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