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EXHIBIT AC
WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of February 12, 1996 (the "Agreement"), by
and between PHOENIX INFORMATION SYSTEMS CORP., a Delaware corporation (the
"Company") S-C PHOENIX PARTNERS, a New York general partnership ("S-C" and,
together with its successors and permitted assigns, the "Holder").
WHEREAS, the Company proposes to issue and deliver its warrant
certificates ("Warrant Certificates") evidencing 345,000 warrants (the
"Warrants") each to purchase one newly issued share of common stock, par value
$0.01 per share, of the Company ("Common Stock") in connection with that certain
Convertible Note Purchase Agreement, dated as of December 9, 1994, by and
between the Company and S-C (the "Note Purchase Agreement") and that certain
letter agreement referencing the "Tranche D Note", dated the date hereof, by and
between the Company and S-C.
NOW THEREFORE, in consideration of the foregoing and for the purpose
of defining the terms and provisions of the Warrants and the respective rights
and obligations thereunder of the Company and the Holder, the Company and the
Holder agree as follows:
1. Certain Definitions. The following terms, as used in this
Agreement, have the following meanings:
(a) "Affiliate" means, with respect to S-C, (A)(a) any Person
controlling, controlled by or under common control with S-C and (b) if (1)
controlling S-C, such Person has a forty
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percent (40%) or more voting and beneficial ownership interest in S-C, (2)
controlled by S-C has a forty percent (40%) or more voting and beneficial
ownership interest in such Person and (3) under common control with S-C, the
Person(s) having such common control have forty percent (40%) or more voting and
beneficial ownership interest in S-C and such Person, and (B) any Person for
which Xxxxxx Xxxxx d/b/a Xxxxx Fund Management or Chatterjee Fund Management Co.
LP, a Delaware limited partnership, is acting as investment manager or
investment adviser, in each case with investment discretion. For purposes of
this definition, the term "control," when used with respect to any Person, shall
include the power to exercise discretion over the investments of such Person,
and the terms "controlling" and "controlled" have corresponding meanings.
(b) "Business Day" means any day other than a Saturday, Sunday or day
on which banks in New York City are closed for general business.
(c) "Common Stock" has the meaning set forth in the preamble.
(d) "Exercise Period" means the period beginning on the date hereof
and ending at 5 p.m. New York City time on the third anniversary of the date on
which the Company shall have satisfied the conditions contained in clauses (a)
and (b) of the definition of "Tranche E Target Date" set forth in the Note
Purchase Agreement.
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(e) "Exercise Price" means $3.00 per share (as provided in Section 3
and subject to adjustment as provided in Section 4).
(f) "Expiration Date" for the Warrants means the last day of the
Exercise Period.
(g) "Holder" has the meaning set forth in the preamble.
(h) "Investor Representative" shall be S-C Phoenix Holdings, L.L.C.,
a Delaware limited liability company and a ganeral partner of S-C, or its
successor in interest, or the assigned representative of such Person (it being
agreed that at all times there shall be no more than one Investor
Representative).
(i) "Person" means any individual, corporation, limited liability
company, partnership, limited liability company, joint venture, association,
joint-stock company, trust, unincorporated organization or government or any
agency or political subdivision thereof.
(j) "Underlying Common Stock" means the shares of Common Stock
purchasable by the Holder upon the exercise of the Warrants.
(k) "Warrants" has the meaning set forth in the preamble.
(l) "Warrant Certificates" means the certificates evidencing the
Warrants.
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2. Issue of Warrants. The Warrant Certificates shall be in
registered form only and substantially in the form attached hereto as Exhibit A,
shall be dated the date on which signed by an authorized signatory of the
Company and may have such legends and endorsements typed, stamped or printed
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement and the Options Agreement. Warrant Certificates
evidencing 345,000 Warrants may be executed by any authorized officer of the
Company. Warrant Certificates evidencing all 345,000 Warrants shall be delivered
in the name of the Holder to the Investor Representative on the date hereof.
3. Exercise Price; Exercise of Warrants.
(a) Exercise Price. Each Warrant shall entitle the Holder,
subject to the provisions of this Agreement, to purchase one share of Common
Stock at a purchase price per share equal to the Exercise Price.
(b) Exercise of Warrants Generally.
(1) Exercise During Exercise Period. The aggregate number
of Warrants that may be exercised at any time during the Exercise Period shall
be 345,000. All Warrants not exercised during the Exercise Period shall expire
at 5 p.m. New York City time on the Expiration Date.
(2) Liquidation Event. If the Company is liquidated in
accordance with the provisions of its Certificate of Incorporation, then the
Warrants shall be deemed to have been exercised.
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(3) Method of Exercise; Payment of Exercise Price. In order
to exercise any or all of the Warrants represented by a Warrant Certificate, the
Holder must surrender the Warrant Certificate to the Company for exercise, with
the reverse side of the Warrant Certificate duly executed, together with any
required payment in full of the Exercise Price for each share of Underlying
Common Stock to which the Holder is entitled, any such payment of the Exercise
Price to be made by check or wire transfer to an account designated by the
Company. If the Holder elects to exercise only a portion of the Warrants
represented by the Warrant Certificate or Certificates registered in its name,
then the remaining portion of the Warrants shall be returned to the Holder in
the form of a new Warrant Certificate. Upon surrender of a Warrant Certificate
and the payment of the Exercise Price in conformity with the foregoing
provisions, the Company shall promptly issue to the Holder share certificates
representing the Underlying Common Stock to which the Holder is entitled,
registered in the name of the Holder or the name or names of such Affiliates of
the Holder as may be directed in writing by the Holder, and shall deliver such
share certificates to the Person or Persons entitled to receive the same. The
Company shall issue such share certificates within five Business Days after the
payment of the Exercise Price of the Warrants by the Holder, but such shares
shall be deemed issued and outstanding on the date the Warrant is exercised and
the Exercise Price is paid to the Company.
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(c) Exercise by Surrender of Warrant; Exercise with
Shares of Common Stock. In addition to the method of exercise set forth in
Section 3(b)(3) above and in lieu of any cash payment required thereunder, the
Holder shall have the right at any time and from time to time to exercise the
Warrants in full or in part (i) by surrendering its Warrant Certificate in the
manner specified in Section 3(b)(3) in exchange for the number of shares of
Common Stock equal to the product of (x) the number of shares as to which the
Warrants are being exercised multiplied by (y) a fraction, the numerator of
which is the Market Price (as defined hereafter) of the Common Stock less the
Exercise Price and the denominator of which is such Market Price, or (ii) by
surrendering the Warrant Certificate in the manner specified in Section 3(b)(3)
above and making any required payment in whole or in part of the Exercise Price
for each share of Underlying Common Stock to which the Holder is entitled with
shares of Common Stock (valued at the Market Price). As used herein, "Market
Price" shall mean the average of the closing prices of the Common Stock sales on
all domestic exchanges on which the Common Stock may at the time be listed, or,
if there shall have been no sales on any such exchange on any day, the average
of the highest bid and lowest asked prices on all such exchanges at the end of
such day, or, if on any day the Common Stock shall not be so listed, the average
of the representative bid and asked prices quoted in the NASDAQ System as of
3:30 p.m. New York City time, or if on any day the Common Stock shall not be
quoted in the NASDAQ System, the average of the high and low
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bid and asked prices on such day in the domestic over-the-counter market as
reported by the National Quotation Bureau, Incorporation or any similar
successor organization, in each such case averaged over a period of 30
consecutive Business Days immediately prior to the date of exercise; provided
that if the Common Stock is listed on any domestic exchange the term "Business
Days" as used in this sentence shall mean business days on which such exchange
is open for trading. If at any time the Common Stock is not listed on any
domestic exchange or quoted in the NASDAQ System or the domestic
over-the-counter market, the Market Price shall be deemed to be the fair market
value thereof as of the date of exercise, determined by an independent appraiser
selected by the Company and acceptable to the Holder.
4. Adjustments. The Exercise Price shall be subject to adjustment as
follows:
(a) In the event the Company shall issue additional shares of
Common Stock (or securities convertible into or exchangeable for Common Stock)
in a stock dividend, stock distribution or subdivision paid with respect to
Common Stock, or declare any dividend or other distribution payable with
additional shares of Common Stock (or securities convertible into or
exchangeable for Common Stock) with respect to Common Stock or effect a split or
subdivision of the outstanding shares of Common Stock, the Exercise Price shall,
concurrently with the effectiveness of such stock dividend, stock distribution
or subdivision, or the earlier declaration thereof, be proportionately
decreased, and the number of Underlying Common
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Stock shall be proportionately adjusted so that, to avoid dilution of the
Holder's position, the Holder shall thereafter be entitled to receive at such
adjusted price an additional number of shares of the Company's Common Stock
which such Holder would have owned or would have been entitled to receive upon
or by reason of any of the events described above, had the Warrants been
exercised immediately prior to the happening of such event.
(b) In the event the outstanding shares of Common Stock shall be
combined or consolidated, by reclassification or otherwise, into a lesser number
of shares of Common Stock, the Exercise Price shall, concurrently with the
effectiveness of such combination or consolidation, be proportionately increased
and the number of Underlying Common Stock shall be proportionately adjusted so
that the Holder of any Warrant exercised after such date shall be entitled to
receive, upon payment of the same aggregate amount as would have been payable
before such date, the aggregate number of shares of Common Stock which the
Holder would have owned upon such exercise and been entitled to receive, if such
Warrant had been exercised immediately prior to the happening of such
combination or consolidation.
(c) In the event of any consolidation or merger of the Company
with or into another corporation or the conveyance of all or substantially all
of the assets of the Company to another corporation or entity, the Warrants
shall thereafter be exercisable for the number of shares of capital stock or
other securities or property to which a holder of the number of shares of Common
Stock deliverable upon conversion hereof would have
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been entitled upon such consolidation, merger or conveyance; and, in any such
case, appropriate adjustment shall be made in the application of the provisions
herein set forth with respect to the rights and interests of the Holder
thereafter, to the end that the provisions set forth herein (including
provisions with respect to adjustments in the Exercise Price) shall thereafter
be applicable, as nearly as may be practicable, in relation to any shares of
stock or other property thereafter deliverable upon the exercise of Warrants. At
the request of the Holder, the resulting or surviving entity in any such
consolidation or merger, if other than the Company, shall acknowledge in writing
the Holder's rights hereunder.
5. Loss or Mutilation. Upon receipt by the Company of evidence
satisfactory to it of the ownership of and the loss, theft, destruction or
mutilation of any Warrant Certificate and of indemnity satisfactory to it, and
(in the case of mutilation) upon surrender and cancellation thereof, then, in
the absence of notice to the Company that the Warrants represented thereby have
been acquired by a bona fide purchaser, the Company shall deliver to the Holder,
in exchange for or in lieu of the lost, stolen, destroyed or mutilated Warrant
Certificate, a new Warrant Certificate of the same tenor and for a like
aggregate number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section 5, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and other expenses in connection herewith. Every new Warrant Certificate
executed and delivered
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pursuant to this Section 5 in lieu of any lost, stolen or destroyed Warrant
Certificate shall constitute a contractual obligation of the Company, whether or
not the allegedly lost, stolen or destroyed Warrant Certificate shall be at any
time enforceable by anyone, and shall be entitled to the benefit of this
Agreement equally and proportionately with any and all other Warrant
Certificates duly executed and delivered hereunder. The provisions of this
Section 5 are exclusive and shall preclude (to the extent lawful) all other
rights or remedies with respect to the replacement of mutilated, lost, stolen,
or destroyed Warrant Certificates.
6. Reservation and Authorization of Common Stock. The Company shall,
at all times until the Warrants have been exercised or have expired, reserve and
keep available for issue upon the exercise of Warrants such number of its
authorized but unissued shares of Common Stock as is sufficient for the purpose
of permitting the exercise in full of all outstanding Warrants.
7. Limitations on Transfer; Warrant Transfer Books. The Warrants may
be sold, transferred, pledged, assigned, hypothecated or otherwise disposed of
(collectively, "transferred") only to Affiliates of the Holder. The Company
shall cause to be kept at the principal executive office of the Company a
register in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide the registration of Warrant Certificates and transfers
or exchanges of Warrant Certificates as herein provided.
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The Holder of a Warrant Certificate, by its acceptance thereof,
covenants and agrees that the Warrants are being acquired, and the Underlying
Common Stock to be purchased upon the exercise of this Warrant will be acquired,
as an investment and not with a view to the distribution thereof and will not be
sold or transferred except in accordance with the applicable provisions of the
Securities Act of 1933, as amended (the "Act") and the rules and regulations
promulgated thereunder, and that neither this Warrant nor any of the Underlying
Common Stock may be offered or sold except (i) pursuant to an effective
registration statement under the Act, (ii) to the extent applicable, pursuant to
Rule 144 under the Act (or any similar rule under the Act relating to the
disposition of securities), or (iii) pursuant to an exemption from registration
under the Act.
The Warrant Certificates and, upon exercise of the Warrants, in part
or in whole, certificates representing the Underlying Common Stock shall bear a
legend substantially similar to the following:
"The securities represented by this certificate have not
been registered under the Securities Act of 1933, as amended
(the "Act"), and may not be offered or sold except (i)
pursuant to an effective registration statement under the
Act, (ii) to the extent applicable, pursuant to Rule 144
under the Act (or any similar rule under the Act relating to
the disposition of securities), or (iii) pursuant to an
exemption from registration under the Act."
At the option of the Holder, Warrant Certificates may be exchanged at
such office upon payment of the charges
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hereinafter provided. Whenever any Warrant Certificates are so surrendered for
exchange, the Company shall execute and deliver the Warrant Certificates that
the Holder is entitled to receive. All Warrant Certificates issued upon any
registration of transfer or exchange of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations, and entitled to the
same benefits under this Agreement, as the Warrant Certificates surrendered for
such registration of transfer or exchange.
Every Warrant Certificate surrendered for registration of transfer or
exchange shall (if so required by the Company) be duly endorsed, or be
accompanied by a written instrument of transfer in form satisfactory to the
Company duly executed by the Holder. No service charge shall be made for any
registration of transfer or exchange of Warrant Certificates. The Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer of
Warrant Certificates.
8. No Voting or Dividend Rights. Prior to the exercise of the
Warrants, the Holder, as a Holder of Warrant Certificates, shall not be entitled
to any rights of a shareholder of the Company, including, without limitation,
the right to vote, to receive dividends or other distributions or to exercise
any preemptive right, but each Holder of Warrant Certificates shall receive all
notices sent to shareholders of the Company, including any notice of meetings of
shareholders, and shall have the right to attend or observe such meetings.
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9. Notices. Any notice, demand or delivery authorized by this
Agreement shall be in writing and shall be sufficiently given or made upon
receipt thereof, if made by personal delivery or facsimile transmission (with
confirmed receipt thereof), or four Business Days after mailed, if sent by
first-class mail, postage prepaid, addressed to the Investor Representative or
the Company, as the case may be, at their respective addresses below, or such
other address as shall have been furnished in accordance with this Section 10 to
the party giving or making such notice, demand or delivery:
(a) If to the Company, to it at:
Phoenix Information Systems Corp.
000 Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxx X. Xxxxxx, Chairman
Facsimile: 000-000-0000
(b) If to the Holder, to the Investor
Representative at:
S-C Phoenix Holdings, L.L.C.
c/o The Chatterjee Group
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxx Xxxx
Facsimile: 000-000-0000
With a copy to: Xxxxx X. Xxxxxxx, Esq.
With an additional copy to:
Xxxxx Fund Management
000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx X. Xxxxxx, Esq.
Facsimile: 000-000-0000
10. Applicable Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by, and construed in accordance
with, the internal laws of the State of New York,
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without regard to the conflicts of law principles thereof. The Company and each
Holder hereby submit to the nonexclusive jurisdiction of the United States
District Court for the Southern District of New York and of any New York State
court sitting in New York City for purposes of all legal proceedings arising out
of or relating to this Agreement and the transactions contemplated hereby. The
Company and the Holder irrevocably waive, to the fullest extent permitted by
law, any objection which they may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
11. Successors and Assigns. The provisions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties. The Holder may not assign any of its rights
hereunder separate from a transfer of the Warrants in accordance with Section 7
hereof. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
12. Counterparts. This Agreement may be executed by one or more of
the parties to this Agreement in any number of separate counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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13. Captions and Headings. The captions and headings used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
14. Amendments and Waivers. Any term of this Agreement may be amended
and the observance of any term of this Agreement may be waived (either generally
or in a particular instance and either retroactively or prospectively), only
with the written consent of the Company and the Holder. Any amendment or waiver
effected in accordance with this paragraph shall be binding upon the Holder,
each future holder of the Warrants and the Company.
15. Severability. If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provisions shall be excluded
from this Agreement and the balance of the Agreement shall be interpreted as if
such provision were so excluded and shall be enforceable in accordance with its
terms.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
PHOENIX INFORMATION SYSTEMS CORP.
By /s/
--------------------------------
Name:
Title:
S-C PHOENIX PARTNERS
By S-C PHOENIX HOLDINGS, L.L.C.,
a General Partner
By /s/
--------------------------------
Name:
Title:
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EXHIBIT A
FORM OF WARRANT CERTIFICATE
THE WARRANTS REPRESENTED BY THIS CERTIFICATE
AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT
APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE ACT.
THIS WARRANT CERTIFICATE AND THE WARRANTS
REPRESENTED HEREBY ARE TRANSFERABLE ONLY
IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN
THE WARRANT AGREEMENT REFERRED TO BELOW.
WARRANTS TO PURCHASE COMMON STOCK
OF PHOENIX INFORMATION SYSTEMS CORP.
No.___ 345,000 Warrants
This certifies that _____________________ is the owner of the number
of Warrants set forth above, each of which represents the right to purchase from
PHOENIX INFORMATION SYSTEMS CORP., a Delaware corporation (the "Company"), the
number of shares of Common Stock, par value $0.01 per share, of the Company
("Common Stock") determined in accordance with the Warrant Agreement referred to
below at the purchase price set forth in the Warrant Agreement (the "Exercise
Price"), upon surrender hereof at the office of the Company at 000 Xxxxxx Xxxxxx
Xxxxx, Xxxxx 0000, Xx. Xxxxxxxxxx, Xxxxxxx 00000 with the Exercise Subscription
Form on the reverse hereof duly executed and with payment in full (by bank check
or wire transfer to an account designated by the Company) of the purchase price
for the shares as to which the Warrant(s) represented by this Warrant
Certificate are exercised, or by
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surrender of this Warrant Certificate in lieu of cash payment, all subject to
the terms and conditions hereof and of the Warrant Agreement referred to below.
The Warrants will expire at 5 p.m. New York City time on the Expiration Date.
This Warrant Certificate is issued under and in accordance with a
Warrant Agreement, dated as of February 12, 1996 (the "Warrant Agreement"),
between the Company and S-C Phoenix Partners, is subject to the terms and
provisions contained therein, to all of which terms and provisions the holder of
this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is
hereby incorporated herein by reference and made a part hereof. Reference is
hereby made to the Warrant Agreement for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Company and the holders of the Warrants. Capitalized defined terms used herein
have the same meanings as in the Warrant Agreement. Copies of the Warrant
Agreement are on file at the office of the Company and may be obtained by
writing to the Company at the following address:
000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
The number of shares of the Common Stock of the Company purchasable upon the
exercise of each Warrant and the price per share are set forth in the Warrant
Agreement.
All shares of Common Stock issuable by the Company upon the exercise
of Warrants and the payment of the Exercise
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Price therefor shall be validly issued, fully paid and nonassessable. The
Company shall not be required, however, to pay any tax, withholding or other
charge imposed in connection with the issuance of any shares of Common Stock
upon the exercise of Warrants, and, in such case, the Company shall not be
required to issue or deliver any stock certificate until such tax, withholding
or other charge has been paid or it has been established to the Company's
satisfaction that no tax, withholding or other charge is due. This Warrant
Certificate and all rights hereunder are transferable, subject to the terms of
the Warrant Agreement, by the registered holder hereof, in whole or in part,
upon surrender of this Warrant Certificate duly endorsed, or accompanied by a
written instrument of transfer in form satisfactory to the Company duly executed
by the registered holder and upon payment of any necessary transfer tax or other
governmental charge imposed upon such transfer. Upon any partial transfer, the
Company will issue and deliver to such holder a new Warrant Certificate or
Certificates with respect to any portion not so transferred.
This Warrant Certificate shall be void and all rights represented
hereby shall cease on the Expiration Date.
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Dated: , 19
----------- --
PHOENIX INFORMATION SYSTEMS CORP.
By /s/
--------------------------------
Name:
Title:
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FORM OF REVERSE OF WARRANT CERTIFICATE
EXERCISE SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
To: Phoenix Information Systems Corp.
The undersigned irrevocably exercises ____________ of the Warrants
evidenced by this Warrant Certificate for the purchase of shares of Common
Stock, par value $0.01 per share, of PHOENIX INFORMATION SYSTEMS CORP. and has
arranged to make payment of $___________ (such payment being made by bank check
or wire transfer to the account designated by Phoenix Information Systems Corp.,
and constituting the Exercise Price (as defined in the Warrant Agreement) for
the shares as to which the Warrants evidenced by this Warrant Certificate are
exercised) or has surrendered this Warrant Certificate in lieu of cash payment
in accordance with the terms of Section 3(c) of the Warrant Agreement, all on
the terms and conditions specified in this Warrant Certificate and the Warrant
Agreement herein referred to. The undersigned hereby irrevocably surrenders this
Warrant Certificate and all right, title and interest therein to Phoenix
Information Systems Corp. and directs that the shares of Common Stock
deliverable
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upon the exercise of said Warrants be registered or placed in the name and at
the address specified below and delivered thereto.
Date: , 19 .
--------- --
---------------------------(1)
Signature of Owner
------------------------------
(Street Address)
------------------------------
(City) (State) (Zip Code)
Securities and/or check to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
-------------------
(1) The signature must correspond with the name as written upon the face of
this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.
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FORM OF ASSIGNMENT
For VALUE RECEIVED, the undersigned registered holder of this Warrant
Certificate hereby sells, assigns and transfers unto the Assignee(s) named below
(including the undersigned with respect to any Warrants constituting a part of
the Warrants evidenced by this Warrant Certificate not being assigned hereby)
all of the right of the undersigned under this Warrant Certificate, with respect
to the number of Warrants set forth below:
Social Security
Names of or other Identifying Number of
Assignees Address Number of Assignee(s) Warrants
--------- ------- --------------------- --------
and does hereby irrevocably constitute and appoint the
undersigned's attorney to make such transfer on the books of Phoenix Information
Systems Corp. maintained for the purpose, with full power of substitution.
Dated: , 19
----------- --
------------------------------
-------------------------
-------------
(1) The signature must correspond with the name as written upon the face of
this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.
