[FORM OF WARRANT CERTIFICATE]
NUMBER_____ ____________WARRANTS
Warrant to Purchase ______ Shares
CADAPULT GRAPHIC SYSTEMS, INC.
Common Stock Purchase Warrant
EXERCISABLE ON OR BEFORE 11:59 P.M. EASTERN TIME ON OCTOBER 1, 2004
THIS CERTIFIES THAT, FOR VALUE RECEIVED, __________________________, the
registered holder or assigns (the "Holder"), is entitled to purchase from
CADAPULT GRAPHIC SYSTEMS, INC., a Delaware corporation (the "Company"), at
any time after 9:00 A.M. Eastern Time on October 1, 1999, at the purchase
price of $4.50 (the "Exercise Price"), the number of shares of Common Stock
of the Company set for above (the "Shares"). The number of Shares
purchasable upon exercise of each Warrant evidenced hereby and the Exercise
Price per share shall be subject to adjustment from time to time as set forth
in the Warrant Agreement referred to below. The Warrants expire on October
1, 2004. Holders will not have any rights or privileges of shareholders of
the Company prior to exercise of the Warrants. Holders of the Warrants
evidenced hereby and the Shares issuable upon exercise hereof have certain
rights with respect to registration with the Securities and Exchange
Commission of the Common Stock issuable upon exercise hereof. These
registration rights are set forth in that certain Private Placement
Memorandum dated October 1, 1999 and the Warrant Agreement dated as of
October 1, 1999, pursuant to which this Warrant Certificate has been issued.
The Warrant evidenced hereby may be exercised in whole or in part by
presentation of this Warrant Certificate with the Purchase Form on the
reverse side hereof fully executed (with a signature guarantee as provided on
the reverse side hereof) and simultaneous payment of the Exercise Price
(subject to adjustment) at the principal office of the Company. Payment of
such price shall be made at the option of the Holder in cash or by certified
check or bank draft. The Warrants evidenced hereby are part of a duly
authorized issue of Common Stock Purchase Warrants with rights to purchase an
aggregate of up to 1,000,000 shares of Common Stock of the Company. Upon any
partial exercise of the Warrant evidenced hereby, there shall be
countersigned and issued to the Holder a new Warrant Certificate in respect
of the Shares as to which the Warrants evidenced hereby shall not have been
exercised. This Warrant Certificate may be exchanged at the office of the
Company by surrender of this Warrant Certificate properly endorse with a
signature guarantee either separately or in combination with one or more
other Warrants for one or more new Warrants to purchase the same aggregate
number of Shares as evidenced by the Warrant or Warrants exchanged. No
fractional Shares will be issued upon the exercise of rights to purchase
hereunder, but the Company shall pay the cash value of any fraction upon the
exercise of one or more Warrants. The Holder hereof may be treated by the
Company and all other persons dealing with this Warrant Certificate as the
absolute owner hereof for all purposes and as the person entitled to exercise
the rights represented hereby, any notice to the contrary notwithstanding,
and until such transfer is on such books, the Company may treat the Holder as
the owner for all purposes.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by
its duly authorized officers.
Dated:__________, _____ CADAPULT GRAPHIC SYSTEMS, INC.
_________________________ ___________________________
Xxxxxxx Xxxxxx, Secretary Xxxxxxx X. Xxxxx, President
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN
STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO: (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS; (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE, DISPOSITION OF SECURITIES); OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER,
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE LAW
IS AVAILABLE.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES
ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN
STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO: (i) AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND ANY APPLICABLE STATE LAWS; (ii) TO THE EXTENT
APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE, DISPOSITION OF SECURITIES); OR (iii) AN OPINION OF COUNSEL,
IF SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER,
THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND APPLICABLE STATE LAW
IS AVAILABLE.
ELECTION TO PURCHASE
The undersigned hereby irrevocably elects to exercise the right, represented
by this Warrant Certificate, to purchase _________ shares of common stock of
the Company, and hereby makes payment of $_________ (at the rate of $4.50 per
share) in payment of the Exercise Price pursuant hereto. Please issue the
shares as to which this Warrant is exercised in accordance with the
instructions given below.
The undersigned represents and warrants that the exercise of the within
Warrant was solicited by the member firm of the National Association of
Securities Dealers, Inc. ("NASD") listed below. If not solicited by an NASD
member, please write "unsolicited" in the space below.
_________________________________________________
(Insert Name of NASD Member or "Unsolicited")
Dated:_________________ Signature of Holder______________________
INSTRUCTIONS FOR REGISTRATION OF SHARES
The undersigned requests that a certificate for such securities be registered
as follows:
Name (print)________________ Address (print)__________________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
_________________________, the right to purchase __________ shares of Common
Stock of the Company, evidenced by the within Warrant, as to which such right
is exercisable and does hereby irrevocably constitute and
appoint____________________________________ attorney, to transfer the same on
the books of the Company with full power of substitution.
Dated:_________________ Signature of Holder______________________
NOTICE: The signature of Election to Purchase must conform in all respects
to the name of the Holder as specified on the face of this Warrant
Certificate without alteration or any change whatsoever. The signature(s)
must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers,
Savings and Loan Associations and Credit Unions with membership in an
approved signature guarantee Medallion Program), pursuant to SEC Rule
17Ad-15.
________________________________
Signature Guarantee
