EXHIBIT 10.9
CYNET, INC.
WARRANT AGREEMENT
Date: April 13, 1998
CyNet, Inc., a Texas corporation ("Company"), for value received, hereby
agrees to issue stock purchase warrants entitling Xxx X. Xxxxx to purchase an
aggregate of 2,000,000 shares of the Company's Class A common stock, no par
value ("Common Stock"). Such warrants are evidenced by warrant certificates in
the form attached hereto as Exhibit A (each such instrument being hereinafter
referred to as a "Warrant," and each Warrant and all instruments hereafter
issued in replacement, substitution, combination or subdivision thereof being
hereinafter collectively referred to as the "Warrants"). The Warrants are issued
as an inducement for you to enter into that certain Employment Agreement, of
even date herewith, between you and the Company. The number of shares of Common
Stock purchasable upon exercise of the Warrants is subject to adjustment as
provided in Section 5 below. The Warrants will be exercisable by you or any
other Warrant holder (as defined below) as to all or any lesser number of shares
of Common Stock covered thereby, at an initial Purchase Price of $1.00 per
share, subject to adjustment as provided in Section 5 below, for the exercise
period defined in Section 3(a) below. The term "Warrant holder" refers to the
person whose name appears on the signature page of this agreement and any
transferee or transferees of any of them permitted by Section 2(a) below.
1. REPRESENTATIONS AND WARRANTIES.
The Company represents and warrants to you as follows:
(a) CORPORATE AND OTHER ACTION. The Company has all requisite power and
authority (corporate and other), and has taken all necessary corporate action,
to authorize, execute, deliver and perform this Warrant Agreement, to execute,
issue, sell and deliver the Warrants and a certificate or certificates
evidencing the Warrants, to authorize and reserve for issue and, upon payment
from time to time of the Purchase Price, to issue, sell and deliver, the shares
of the Common Stock issuable upon exercise of the Warrants ("Shares"), and to
perform all of its obligations under this Warrant Agreement and the Warrants.
The Shares, when issued in accordance with this Agreement, will be duly
authorized and validly issued and outstanding, fully paid and nonassessable and
free of all liens, claims, encumbrances and preemptive rights. This Warrant
Agreement and, when issued, each Warrant issued pursuant hereto, has been or
will be duly executed and delivered by the Company and is or will be a legal,
valid and binding agreement of the Company, enforceable in accordance with its
terms. No authorization, approval, consent or other order of any governmental
entity, regulatory authority or other third party is required for such
authorization, execution, delivery, performance, issue or sale.
(b) NO VIOLATION. The execution and delivery of this Warrant Agreement,
the consummation of the transactions herein contemplated and the compliance with
the terms and provisions of this Warrant Agreement and of the Warrants will not
conflict with, or result in a breach of, or constitute a default or an event
permitting acceleration under, any statute, the Articles of
Incorporation or Bylaws of the Company or any indenture, mortgage, deed of
trust, note, bank loan, credit agreement, franchise, license, lease, permit, or
any other agreement, understanding, instrument, judgment, decree, order,
statute, rule or regulation to which the Company is a party or by which it is
bound.
2. TRANSFER; REGISTRATION RIGHTS.
(a) TRANSFERABILITY OF WARRANTS. You agree that the Warrants are being
acquired as an investment and not with a view to distribution thereof and that
the Warrants may not be transferred, sold, assigned or hypothecated except as
provided herein. You further acknowledge that the Warrants may not be
transferred, sold, assigned or hypothecated unless pursuant to a registration
statement that has become effective under the Securities Act of 1933, as amended
("Act"), setting forth the terms of such offering and other pertinent data with
respect thereto, or unless you have provided the Company with an acceptable
opinion from acceptable counsel that such registration is not required.
Certificates representing the Warrants shall bear an appropriate legend.
(b) TRANSFERABILITY OF SHARES. You agree not to make any sale or other
disposition of the Shares except pursuant to a registration statement which has
become effective under the Act, setting forth the terms of such offering, the
underwriting discount and commissions and any other pertinent data with respect
thereto, unless you have provided the Company with an acceptable opinion of
counsel acceptable to the Company that such registration is not required.
Certificates representing the Shares, which are not registered as provided in
Section 2, shall bear an appropriate legend and be subject to a "stop-transfer"
order.
(c) REGISTRATION RIGHTS. If, at any time after one year from the date
hereof, the Company shall file a registration statement under the Securities Act
(other than (i) on Form S-4 or S-8 or any successor or similar form, (ii) in
connection with an initial public offering of the Common Stock or before (but
not in connection with) an initial public offering, (iii) relating to any
capital stock of the Company under options, warrants or other rights to acquire
any such capital stock issued or to be issued primarily to directors, officers
or employees of the Company, or any of its subsidiaries or affiliates, (iv)
filed pursuant to Rule 145 under the Act or any successor or similar provision,
(v) relating to any employee benefit plan or interests therein, or (vi) relating
principally to preferred stock or debt securities of the Company), the Company
shall give written notice thereof to the Warrant holder. Upon written notice
from the Warrant holder, received by the Company within the time period (not
fewer than five (5) days) specified in such notice, that the holder desires that
the Company include the Shares in such registration statement (which request
shall specify the number of Shares which such holder desires to include in such
registration statement), the Company shall use its best efforts to include all
or a portion of the Shares in such registration statement, subject to such
conditions as may be determined by the Company. The Warrant holder shall be
permitted to withdraw all or any part of the Shares from such registration
statement prior to the effective date of such registration. If such registration
statement is filed in connection with an underwritten offering on behalf of the
Company (a "PRIMARY REGISTRATION"), the Warrant holder may sell, at the sole
discretion of the Company, all or part of the Shares included in the
registration statement on the same terms and conditions that apply to the other
securities being issued and sold by the Company. If such
WARRANT AGREEMENT PAGE 2
registration statement is filed in connection with an underwritten secondary
registration on behalf of other holders of the Company's securities (a
"SECONDARY REGISTRATION"), the Warrant holder may sell, at the sole discretion
of the Company, all or part of the Shares included in the registration statement
on the same terms and conditions that apply to the securities being sold by the
person or persons who initiated the Secondary Registration. If, however, the
Company, in its sole discretion, concludes before the effectiveness of such
registration statement that to include all or part of the Shares requested by
the Warrant holder in any registration would be detrimental to any offering of
securities by the Company or otherwise not in the best interest of the Company,
the number of Shares to be included in the registration may be reduced (or
eliminated) to the extent deemed appropriate in the sole discretion of the
Company.
With respect to any registration of Shares under the Act
pursuant to of this Section 2(c), the Company shall pay all expenses incurred by
it in effecting such registration (including, without limitation, all
registration and filing fees, printing expenses, fees and disbursements of
counsel for the Company and expenses of special audits incident to or required
by any such registration); PROVIDED, HOWEVER, that the Company shall not be
required to pay (i) the fees and expenses of counsel or other advisors for the
Warrant holder, (ii) underwriting discounts and commissions relating to any of
the Shares to be registered or (iii) premiums on insurance required by any
underwriter insofar as such premiums relate to the offering of the Shares.
(d) INFORMATION. It shall be a condition precedent to the obligation of
the Company to take any action pursuant to this Section 2(c) that the holder of
the Shares to be registered under each such registration shall furnish to the
Company such information regarding the securities held by such holder and the
intended method of disposition thereof as the Company shall reasonably request
in connection with the action to be taken by the Company. In no event shall the
Company be required (i) to amend any registration statement filed pursuant to
Section 2(c) after it has become effective, or to amend or supplement any
prospectus to permit the continued disposition of the securities registered
under any registration statement, or (ii) to execute a general consent to
service in process or to qualify to do business in any state in connection with
the qualification of the Shares for sale under state securities laws.
(e) ADDITIONAL AGREEMENTS. The Warrant holder hereby covenants and agrees
with the Company as follows:
(i) The Warrant holder acknowledges being informed that this Warrant
or the Shares must held by the holder indefinitely unless the Warrants or
Shares are registered for sale by the Holder under the Act or an exemption
from such registration is available. The Warrant holder understands that
any routine sale of the Shares made in reliance upon Rule 144 promulgated
under the Act can be made only in limited amounts after the expiration of
a period of one year from the date of receipt of the Warrant and otherwise
in accordance with the terms and conditions of Rule 144, and further
understands that in the event that the exemption from registration
provided by Rule 144 is not available, compliance with some other
exemption under the Act will be required in the absence of registration.
WARRANT AGREEMENT PAGE 3
(ii) The Company may instruct its transfer agents not to transfer
any of the Shares unless the transfer agents have been advised by the
Company or otherwise have been satisfied that the Warrant holder has
complied with the provisions above-described.
(iii) The Warrant holder understands that the Company has not
covenanted and is not obligated to furnish a registration statement under
the Act covering the Warrants or the Shares, to file a notification under
any regulations promulgated pursuant to the with respect to the Warrants
or the Shares, or to take any other action that would make available an
exemption from registration, except as set forth in Section 2(b). The
Company covenants and agrees that it will use its best efforts to make
publicly available, from time to time, such information as will permit the
Holder to comply with the requirements of Rule 144 relating to current
public information, that it will upon request furnish the Warrant holder a
written certificate relating to its compliance with the reporting
requirements of the Securities Exchange Act of 1934, as amended, and the
regulations and rules thereunder and that it will otherwise cooperate in
good faith with the Warrant holder in connection with any sale under Rule
144.
3. EXERCISE OF WARRANTS, PARTIAL EXERCISE.
(a) EXERCISE PERIOD. Subject to the terms of this Section 3(a), each
Warrant is exercisable at any time on or after the date hereof and shall expire
and all rights hereunder shall be extinguished upon the close of business on
April 13, 2003.
(b) EXERCISE IN FULL. Subject to Section 3(a), Warrants may be exercised
in full by the Warrant holder by surrender of the Warrants, with the form of
subscription at the end thereof duly executed by such Warrant holder, to the
Company at its principal office in Houston, Texas, Attention: President,
accompanied by payment as determined by 3(d) below, in the amount obtained by
multiplying the number of shares of the Common Stock represented by the
respective Warrant or Warrants by the Purchase Price per share (after giving
effect to any adjustments as provided in Section 5 below).
(c) PARTIAL EXERCISE. Subject to Section 3(a), each Warrant may be
exercised in part by the Warrant holder by surrender of the Warrant, with the
form of subscription at the end thereof duly executed by such Warrant holder, in
the manner and at the place provided in Section 3(b) above, accompanied by
payment as determined by 3(d) below, in amount obtained by multiplying the
number of shares of the Common Stock designated by the Warrant holder in the
form of subscription attached to the Warrant by the Purchase Price per share
(after giving effect to any adjustments as provided in Section 5 below). Upon
any such partial exercise, the Company at its expense will forthwith issue and
deliver to or upon the order of the Warrant holder a new Warrant of like tenor,
in the name of the Warrant holder subject to Section 2(a), calling in the
aggregate for the purchase of the number of shares of the Common Stock equal to
the number of such shares called for on the face of the respective Warrant
(after giving effect to any adjustment herein as provided in Section 5 below)
minus the number of such shares designated by the Warrant holder in the
aforementioned form of subscription.
WARRANT AGREEMENT PAGE 4
(d) PAYMENT OF EXERCISE PRICE.
Payment of the Exercise Price may be made by any of the following, or a
combination thereof, at the election of Warrant holder:
(i) cash, certified check or cashier's check or wire transfer; or
(ii) surrender of the Warrants at the principal office of the
Company together with notice of election, in which event the Company shall issue
Holder a number of shares of Common Stock computed using the following formula:
X = Y (A-B)/A
where: X = the number of shares of Common Stock to be issued to
Holder (not to exceed the number of shares set forth on the
cover page of this Warrant Agreement, as adjusted pursuant to
the provisions of Section 5 of this Warrant Agreement).
Y = the number of shares of Common Stock for which the Warrant
is being exercised.
A = the Market Price of one share of Common Stock (for
purposes of this Section 3(d), the "Market Price" shall be
defined as the average closing price of the Common Stock (if
actual sales price information on any trading day is not
available, the closing bid price shall be used) for the five
trading days prior to the Date of Exercise of this Warrant
(the "Average Closing Bid Price"), as reported by the National
Association of Securities Dealers Automated Quotation System
("NASDAQ"), or if the Common Stock is not traded on NASDAQ,
the Average Closing Bid Price in the over-the-counter market;
provided, however, that if the Common Stock is listed on a
stock exchange, the Market Price shall be the Average Closing
Bid Price on such exchange; and, provided further, that if the
Common Stock is not quoted or listed by any organization, the
fair value of the Common Stock, as determined by the board of
directors of the Company, whose determination shall be
conclusive, shall be used).
B = the Exercise Price.
4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
Any exercise of the Warrants pursuant to Section 3 shall be deemed to have
been effected immediately prior to the close of business on the date on which
the Warrants together with the subscription form and the payment for the
aggregate Purchase Price shall have been received by the Company. At such time,
the person or persons in whose name or names any certificate or certificates
WARRANT AGREEMENT PAGE 5
representing the Shares or Other Securities (as defined below) shall be issuable
upon such exercise shall be deemed to have become the holder or holders of
record of the Shares or Other Securities so purchased. As soon as practicable
after the exercise of any Warrant in full or in part, and in any event within 10
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 purchasing Warrant holder, a certificate or certificates
representing the number of fully paid and nonassessable shares of Common Stock
or Other Securities to which such Warrant holder shall be entitled upon such
exercise, plus in lieu of any fractional share to which such Warrant holder
would otherwise be entitled, cash in an amount determined pursuant to Section
6(e). The term "Other Securities" refers to any stock (other than Common Stock),
other securities or assets (including cash) of the Company or any other person
(corporate or otherwise) which the holders of the Warrants at any time shall be
entitled to receive, or shall have received, upon the exercise of the Warrants,
in lieu of or in addition to Common Stock, or which at any time shall be
issuable or shall have been issued in exchange for or in replacement of Common
Stock or Other Securities pursuant to Section 5 below or otherwise.
5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES PURCHASABLE.
The Purchase Price and the number of Shares are subject to adjustment from
time to time as set forth in this Section 5.
(a) In case the Company shall at any time after the date of this Agreement
(i) declare a dividend on the Common Stock in shares of its capital stock, (ii)
subdivide the outstanding Shares, (iii) combine the outstanding Common Stock
into a smaller number of Common Stock, or (iv) issue any shares of its capital
stock by reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), then in each case the Purchase Price,
and the number and kind of Shares receivable upon exercise, in effect at the
time of the record date for such dividend or of the effective date of such
subdivision, combination, or reclassification 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 which, if such Warrant had been
exercised immediately prior to such record date, he 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) No adjustment in the Purchase Price shall be required if such
adjustment is less than $.05; PROVIDED, HOWEVER, that any adjustments which by
reason of this subsection (b) are not required to be made shall be carried
forward and taken into account in any subsequent adjustment. All calculations
under this Section 5 shall be made to the nearest cent or to the nearest
one-thousandth of a share, as the case may be.
(c) Upon each adjustment of the Purchase Price as a result of the
calculations made in subsection (a) of this Section 5, each Warrant outstanding
prior to the making of the adjustment in the Purchase Price shall thereafter
evidence the right to purchase, at the adjusted Purchase Price, that number of
Shares (calculated to the nearest thousandth) obtained by (i) multiplying the
number of
WARRANT AGREEMENT PAGE 6
Shares purchasable upon exercise of a Warrant immediately prior to adjustment of
the number of Shares by the Purchase Price in effect prior to adjustment of the
Purchase Price and (ii) dividing the product so obtained by the Purchase Price
in effect immediately after such adjustment of the Purchase Price.
6. FURTHER COVENANTS OF THE COMPANY.
(a) DILUTION OR IMPAIRMENTS. The Company will not, by amendment of its
Articles of Incorporation or through any reorganization, transfer of assets,
consolidation, merger or dissolution, avoid or seek to avoid the observance or
performance of any of the terms of the Warrants or of this Warrant Agreement,
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 Warrant holders against dilution or other
impairment. Without limiting the generality of the foregoing, the Company:
(i) shall at all times reserve and keep available, solely for
issuance and delivery upon the exercise of the Warrants, all shares of
Common Stock (or Other Securities) from time to time issuable upon the
exercise of the Warrants and shall take all necessary actions to ensure
that the par value per share, if any, of the Common Stock (or Other
Securities) is at all times equal to or less than the then effective
Purchase Price per share; and
(ii) will take all such action as may be necessary or appropriate in
order that the Company may validly and legally issue fully paid and
nonassessable shares of Common Stock or Other Securities upon the exercise
of the Warrants from time to time outstanding.
(b) TITLE TO STOCK. All shares of Common Stock delivered upon the exercise
of the Warrants shall be validly issued, fully paid and nonassessable; each
Warrant holder shall, upon such delivery, receive good and marketable title to
the Shares, free and clear of all voting and other trust arrangements, liens,
encumbrances, equities and claims whatsoever; and the Company shall have paid
all taxes, if any, in respect of the issuance thereof.
(c) EXCHANGE OF WARRANTS. Subject to Section 2(a) hereof, upon surrender
for exchange of any Warrant to the Company, the Company at its expense will
promptly issue and deliver to or upon the order of the holder thereof a new
Warrant or like tenor, in the name of such holder or as such holder (upon
payment by such Warrant holder of any applicable transfer taxes) may direct,
calling in the aggregate for the purchase of the number of shares of the Common
Stock called for on the face or faces of the Warrant or Warrants so surrendered.
The Warrants and all rights thereunder are transferable in whole or in part upon
the books of the Company by the registered holder thereof, subject to the
provisions of Section 2(a), in person or by duly authorized attorney, upon
surrender of the Warrant, duly endorsed, at the principal office of the Company.
(d) 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, upon delivery
of an indemnity agreement reasonably satisfactory in form and
WARRANT AGREEMENT PAGE 7
amount to the Company or, in the case of any such mutilation, upon surrender and
cancellation of such Warrant, the Company, at the expense of the Warrant holder,
will execute and deliver, in lieu thereof, a new Warrant of like tenor.
(e) FRACTIONAL SHARES. No fractional Shares are to be issued upon the
exercise of any Warrant, but the Company shall pay a cash adjustment in respect
of any fraction of a share which would otherwise be issuable in an amount as
determined by the Board of Directors.
7. OTHER WARRANT HOLDERS; HOLDERS OF SHARES.
The Warrants are issued upon the following terms, to all of which each
Warrant holder by the taking thereof consents and agrees: (a) any person who
shall become a transferee, within the limitations on transfer imposed by Section
2(a) hereof, of a Warrant properly endorsed shall take such Warrant subject to
the provisions of Section 2(a) hereof and thereupon shall be authorized to
represent himself as absolute owner thereof and, subject to the restrictions
contained in this Warrant Agreement, shall be empowered to transfer absolute
title by endorsement and delivery thereof to a permitted BONA FIDE purchaser for
value; (b) any person who shall become a holder or owner of Shares shall take
such shares subject to the provisions of Section 2(b) hereof; (c) each prior
taker or owner waives and renounces all of his equities or rights in such
Warrant in favor of each such permitted BONA FIDE purchaser, and each such
permitted BONA FIDE purchaser shall acquire absolute title thereto and to all
rights presented thereby; and (d) until such time as the respective Warrant is
transferred on the books of the Company, the Company may treat the registered
holder thereof as the absolute owner thereof for all purposes, notwithstanding
any notice to the contrary.
8. MISCELLANEOUS.
All notices, certificates and other communications from or at the request
of the Company to any Warrant holder shall be mailed by first class, registered
or certified mail, postage prepaid, to such address as may have been furnished
to the Company in writing by such Warrant holder, or, until an address is so
furnished, to the address of the last holder of such Warrant who has so
furnished an address to the Company, except as otherwise provided herein. This
Warrant Agreement and any of the terms 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 Agreement shall be construed and enforced in accordance with and
governed by the laws of the State of Texas. The headings in this Warrant
Agreement are for purposes of reference only and shall not limit or otherwise
affect any of the terms hereof. This Warrant Agreement, together with the forms
of instruments annexed hereto as exhibits, constitutes the full and complete
agreement of the parties hereto with respect to the subject matter hereof.
WARRANT AGREEMENT PAGE 8
IN WITNESS WHEREOF, the Company has caused this Warrant Agreement to be
executed as of April 13, in Houston, Texas, by its proper corporate officers,
thereunto duly authorized.
CYNET, INC.
By:/s/XXXXXXX X. XXXXX, XX.
XXXXXXX X. XXXXX, XX., President
The above Warrant Agreement is confirmed
as of the date set forth above.
/s/XXX X. XXXXX
Xxx X. Xxxxx
WARRANT AGREEMENT PAGE 9
EXHIBIT A
WARRANT
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER: (A) THE SECURITIES ACT OF 1933,
AS AMENDED, IN RELIANCE UPON THE EXEMPTIONS FROM REGISTRATION PROVIDED IN
SECTIONS 3 AND 4 OF SUCH ACT AND REGULATION D PROMULGATED THEREUNDER; OR (B) ANY
STATE SECURITIES LAWS IN RELIANCE UPON APPLICABLE EXEMPTIONS THEREUNDER. THESE
WARRANTS MUST BE ACQUIRED FOR INVESTMENT ONLY FOR THE ACCOUNT OF THE INVESTOR,
AND NEITHER THE WARRANTS NOR THE UNDERLYING STOCK MAY BE TRANSFERRED OR
EXERCISED EXCEPT IN COMPLIANCE WITH ALL APPLICABLE SECURITIES AND OTHER LAWS.
Warrant No. _____ To Purchase
_____ Shares of
Common Stock
CYNET, INC.
Incorporated Under the Laws of Texas
This certifies that, for value received, the hereafter named registered
owner is entitled, subject to the terms and conditions of this Warrant, until
the expiration date, to purchase the number of shares set forth above of the
common stock ("Common Stock"), of CyNet, Inc. ("Corporation") from the
Corporation at the purchase price per share hereafter set forth, on delivery of
this Warrant to the Corporation with the exercise form duly executed and payment
of the purchase price (in cash or by certified or bank cashier's check payable
to the order of the Corporation) for each share purchased. This Warrant is
subject to the terms of the Warrant Agreement between the parties thereto dated
as of ____________, the terms of which are hereby incorporated herein. Reference
is hereby made to such Warrant Agreement for a further statement of the rights
of the holder of this Warrant.
Registered Owner: ____________________ Date: ____________
Purchase Price
Per Share: $___________________
Expiration Date Subject to Section 3(a) of the Warrant Agreement, 5:00 p.m.
Houston time on ____________.
WITNESS the signature of the Corporation's authorized officer:
CYNET, INC.
By: __________________________________
________________, President
A-1
FORM OF SUBSCRIPTION
(TO BE SIGNED ONLY UPON EXERCISE OF WARRANT)
To CyNet, Inc.:
The undersigned, the holder of the enclosed Warrant, hereby irrevocably
elects to exercise the purchase right represented by such Warrant for, and to
purchase thereunder, __________* shares of Common Stock of CyNet, Inc. and
herewith makes payment of $_______________ therefor, and requests that the
certificate or certificates for such shares be issued in the name of and
delivered to the undersigned.
Dated:_______________
__________________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
the enclosed Warrant)
__________________________________________
(Address)
----------------------
(*) Insert here the number of shares called for on the face of the Warrant or,
in the case of a partial exercise, the portion thereof as to which the
Warrant is being exercised, in either case without making any adjustment
for additional Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment provisions of the
Warrant Agreement pursuant to which the Warrant was granted, may be
delivered upon exercise.
A-2
FORM OF ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers
unto ______________________________ the right represented by the enclosed
Warrant to purchase _______________ shares of Common Stock of CyNet, Inc. to
which the enclosed Warrant relates, and appoints _______________________
Attorney to transfer such right on the books of CyNet, Inc.
with full power of substitution in the premises.
The undersigned represents and warrants that the transfer of the enclosed
Warrant is permitted by the terms of the Warrant Agreement pursuant to which the
enclosed Warrant has been issued, and the transferee hereof, by his acceptance
of this Agreement, represents and warrants that he is familiar with the terms of
said Warrant Agreement and agrees to be bound by the terms thereof with the same
force and effect as if a signatory thereto.
Dated:_______________
__________________________________________
(Signature must conform in all respects to
name of holder as specified on the face of
the enclosed Warrant)
__________________________________________
(Address)
Signed in the presence of:
A-3
