[FORM OF WARRANT]
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
THAT, IN THE OPINION OF COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE
REASONABLY SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
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MARCAM SOLUTIONS, INC.
COMMON STOCK PURCHASE WARRANT
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This certifies that, for good and valuable consideration, Marcam Solutions,
Inc., a Delaware corporation (the "Company"), grants to ____________________
(the "Warrantholder"), the right to subscribe for and purchase from the Company
__________________________________ validly issued, fully paid and nonassessable
shares (the "Warrant Shares") of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), at the Exercise Price (as defined in Section 1.1),
at any time prior to 5:00 p.m., New York City time, on the Expiration Date, all
subject to the terms, conditions and adjustments herein set forth.
This Warrant was issued in connection with the distribution of all of the
outstanding shares of Common Stock to stockholders of record of Marcam
Corporation and certain related asset transfers by, and reorganization
transactions with respect to, Marcam Corporation.
1. Exercise Price; Duration and Exercise of Warrant; Limitation on
Exercise; Payment of Taxes.
1.1 Exercise Price. The "Exercise Price" per share shall be equal to
(i) $15.36 minus the MAPICS Warrant Exercise Price divided by (ii) the Marcam
Common Stock Distribution Ratio.
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1.2 Duration and Exercise of Warrant. Subject to the terms and
conditions set forth herein, this Warrant may be exercised, in whole or in part,
by the Warrantholder by:
(a) the surrender of this Warrant to the Company, with a duly
executed Exercise Form specifying the number of Warrant Shares to be
purchased, during normal hours on any Business Day prior to the
Expiration Date; and
(b) the delivery of payment to the Company, for the account of
the Company, by cash, wire transfer, certified or official bank check
or any other means approved by the Company, of the Exercise Price for
the number of Warrant Shares specified in the Exercise Form in lawful
money of the United States of America.
The Company agrees that such Warrant Shares shall be deemed to be issued to
the Warrantholder as the record holder of such Warrant Shares as of the close of
business on the date on which this Warrant shall have been surrendered and
payment made for the Warrant Shares as aforesaid (or as provided in Section 1.3
below). Notwithstanding the foregoing, no such surrender shall be effective to
constitute the Person entitled to receive such shares as the record holder
thereof while the transfer books of the Company for the Common Stock are closed
for any purpose (but not for any period in excess of five days); but any such
surrender of this Warrant for exercise during any period while such books are so
closed shall become effective for exercise immediately upon the reopening of
such books, as if the exercise had been made on the date this Warrant was
surrendered and for the number of shares of Common Stock and at the Exercise
Price in effect at the date of such surrender.
1.3 Conversion Right.
(a) In lieu of the payment of the Exercise Price, the
Warrantholder shall have the right (but not the obligation), to
require the Company to convert this Warrant, in whole or in part, into
shares of Common Stock (the "Conversion Right") as provided for in
this Section 1.3. Upon exercise of the Conversion Right, the Company
shall deliver to the Warrantholder (without payment by the
Warrantholder of any of the Exercise Price) in accordance with Section
1.2 that number of shares of Common Stock equal to the quotient
obtained by dividing (i) the value of the Warrant at the time the
Conversion Right is exercised (determined by subtracting the aggregate
Exercise Price in effect immediately prior to the exercise of the
Conversion Right from the aggregate Current Market Price (as defined
herein) for the shares of Common Stock issuable upon exercise of the
Warrant immediately prior to the exercise of the Conversion Right) by
(ii) the Current Market Price of one share of Common Stock immediately
prior to the exercise of the Conversion Right.
(b) The Conversion Right may be exercised by the Warrantholder on
any Business Day prior to the Expiration Date by delivering the
Warrant Certificate, with a duly executed Exercise Form with the
conversion section completed, to the Company, exercising the
Conversion Right and specifying the total number of shares of Common
Stock that the Warrantholder will be issued pursuant to such
conversion.
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(c) "Current Market Price" of a share of Common Stock as of a
particular date (the "Determination Date") shall mean:
(i) If the Common Stock is listed or admitted for trading on
a national securities exchange (including the Nasdaq National
Market), then the Current Market Price shall be the average of
the last 30 "daily sales prices" of the Common Stock on the
principal national securities exchange on which the Common Stock
is listed or admitted for trading on the last 30 Business Days
prior to the Determination Date, or if not listed or traded on
any such exchange, then the Current Market Price shall be the
average of the last 30 "daily sales prices" of the Common Stock
on the over-the-counter market on the last 30 Business Days prior
to the Determination Date. The "daily sales price" shall be the
closing price of the Common Stock at the end of each day; or
(ii) If the Common Stock is not so listed or admitted to
unlisted trading privileges or if no such sale is made on at
least 25 of such days, then the Current Market Price shall be as
reasonably determined in good faith by the Company's Board of
Directors or a duly appointed committee of the Board of Directors
(which determination shall be reasonably described in the written
notice delivered to the Warrantholder together with the Common
Stock certificates).
1.4 Warrant Shares Certificate. A stock certificate or certificates
for the Warrant Shares specified in the Exercise Form shall be delivered to the
Warrantholder within five Business Days after receipt of the Exercise Form by
the Company and, if the Conversion Right is not exercised, payment of the
Exercise Price; provided, however, that if a determination by the Board of
Directors is necessary pursuant to Section 1.3(c)(ii) such delivery shall be
made promptly after such determination is made (such determination shall be made
with reasonable promptness but no more frequently than on a quarterly basis). No
fractional shares shall be issued upon the exercise of this Warrant, provided
that the Warrantholder shall receive, in lieu of any fractional shares, cash in
an amount equal to the product of the fraction multiplied by the Current Market
Price of a share of Common Stock. If this Warrant shall have been exercised only
in part, the Company shall, at the time of delivery of the stock certificate or
certificates, deliver to the Warrantholder a new Warrant evidencing the rights
to purchase the remaining Warrant Shares, which new Warrant shall in all other
respects be identical with this Warrant.
1.5 Payment of Taxes. The issuance of certificates for Warrant Shares
shall be made without charge to the Warrantholder for any stock transfer or
other issuance tax in respect thereto; provided, however, that the Warrantholder
shall be required to pay any and all taxes that may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than that of the then Warrantholder as reflected upon the books of the
Company.
2. Restrictions on Transfer; Restrictive Legends.
2.1 This Warrant may not be offered, sold, transferred, pledged or
otherwise disposed of, in whole or in part, to any Person other than an
Affiliate of the Warrantholder without the prior written consent of the Company,
which shall not be unreasonably withheld.
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2.2 Except as otherwise permitted by this Section 2, each stock
certificate for Warrant Shares issued upon the exercise of any Warrant and each
stock certificate issued upon the direct or indirect transfer of any such
Warrant Shares shall be stamped or otherwise imprinted with a legend in
substantially the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST
THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS THAT, IN THE OPINION OF
COUNSEL FOR THE HOLDER, WHICH COUNSEL AND OPINION ARE REASONABLY
SATISFACTORY TO COUNSEL FOR THIS CORPORATION, IS AVAILABLE.
Notwithstanding the foregoing, the Warrantholder may require the Company to
issue a Warrant or a stock certificate for Warrant Shares, in each case without
a legend, if (i) such Warrant or such Warrant Shares, as the case may be, have
been registered for resale under the Securities Act, (ii) the Warrantholder has
delivered to the Company an opinion of legal counsel (from a firm reasonably
satisfactory to the Company) which opinion shall be addressed to the Company and
be reasonably satisfactory in form and substance to the Company's counsel, to
the effect that such registration is not required with respect to such Warrant
or such Warrant Shares, as the case may be, (iii) such Warrant or Warrant Shares
are sold in compliance with Rule 144 (or any successor provision then in effect)
under the Securities Act, the Company receives customary representations to such
effect and the Company receives an opinion of counsel to the Company in
customary form that such legend may be removed or (iv) the legend may be removed
pursuant to Rule 144(k) (or any successor provision then in effect) under the
Securities Act, the Company receives customary representations to such effect
and the Company receives an opinion of counsel to the Company in customary form
that such legend may be removed.
3. Reservation and Registration of Shares, Etc.
The Company covenants and agrees as follows:
(a) All Warrant Shares that are issued upon the exercise of this
Warrant shall, upon issuance, be validly issued, fully paid and nonassessable,
not subject to any preemptive rights, and free from all taxes, liens, security
interests, charges, and other encumbrances with respect to the issuance thereof,
other than taxes in respect of any transfer occurring contemporaneously with
such issue.
(b) During the period within which this Warrant may be exercised, the
Company shall at all times have authorized and reserved, and keep available free
from preemptive rights, a sufficient number of shares of Common Stock to provide
for the exercise of the rights represented by this Warrant.
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4. Loss or Destruction of Warrant.
Subject to the terms and conditions hereof, upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, of
such bond or indemnification as the Company may reasonably require, and, in the
case of such mutilation, upon surrender and cancellation of this Warrant, the
Company will execute and deliver a new Warrant of like tenor.
5. Ownership of Warrant.
The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer.
6. Certain Adjustments.
6.1 The number of Warrant Shares purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment as follows:
(a) Stock Dividends, Splits, Combinations. If at any time after
the date of the issuance of this Warrant the Company (i) declares a
dividend or other distribution payable in shares of Common Stock or
securities convertible into Common Stock or subdivides its outstanding
shares of Common Stock into a larger number or (ii) combines it
outstanding shares of Common Stock into a smaller number, then (x) the
number of Warrant Shares to be delivered upon exercise of this Warrant
will, upon the occurrence of an event set forth in clause (i) above,
be increased and, upon the occurrence of an event set forth in clause
(ii) above, be decreased so that such Warrantholder will be entitled
to receive the number of shares of Common Stock that such
Warrantholder would have owned immediately following such action had
this Warrant been exercised immediately prior thereto and (y) the
Exercise Price in effect immediately prior to such dividend, other
distribution, subdivision or combination, as the case may be, shall be
adjusted proportionately by multiplying such Exercise Price by a
fraction, of which the numerator shall be the number of Warrant Shares
purchasable upon exercise of this Warrant immediately prior to such
adjustment, and of which the denominator shall be the number of
Warrant Shares purchasable immediately thereafter.
(b) Distributions of Stock, Other Securities, Evidence of
Indebtedness, Etc.
(i) Exercise Price Adjustment. In case the Company shall
distribute to the holders of Common Stock shares of its capital
stock (other than Common Stock or shares convertible into Common
Stock for which adjustment is made under Section 6.1(a)), stock
or other securities of the Company or any other Person, evidences
of indebtedness issued by the Company or any other Person, assets
(excluding cash dividends) or options, warrants or rights to
subscribe for or purchase the foregoing, then,
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and in each such case, immediately following the record date
fixed for the determination of the holders of Common Stock
entitled to receive such distribution, the Exercise Price then in
effect shall be adjusted by multiplying the Exercise Price in
effect immediately prior to such record date by a fraction (i)
the numerator of which shall be such Current Market Price of the
Common Stock less the then Fair Market Value (as determined by
the Board of Directors) of the portion of the stock, other
securities, evidences of indebtedness so distributed or of such
options, warrants or rights applicable to one share of Common
Stock (but such numerator shall not to be less than one) and (ii)
the denominator of which shall be the Current Market Price of the
Common Stock on such record date. Such adjustment shall become
effective at the opening of business on the Business Day
following the record date for the determination of stockholders
entitled to such distribution.
(ii) Additional Warrant. In addition to the Exercise Price
adjustment pursuant to clause (i) above, in case the Company
shall distribute to the holders of Common Stock shares of its
capital stock (other than Common Stock or shares convertible into
Common Stock for which adjustment is made under Section 6.1(a)),
stock or other securities of the Company or any other Person (the
"Additional Shares"), then, and in each such case, immediately
following the record date fixed for the determination of the
holders of Common Stock entitled to receive such distribution,
the Company shall, at its expense, cause an additional warrant
(the "Additional Warrant"), substantially in the form of this
Warrant, to be issued by the Company or such Person, as the case
may be, to evidence the Warrantholder's right to acquire the kind
and amount of Additional Shares receivable by a holder of the
number of shares of Common Stock that such Warrantholder would
have been entitled to receive upon exercise of this Warrant had
this Warrant been exercised immediately before such distribution
were made, subject to adjustments that shall be as nearly
equivalent as practicable to the adjustments provided for in this
Section 6. The Additional Warrant shall be subject to adjustments
that shall be as nearly equivalent as practicable to the
adjustments provided in this Section 6. The exercise price for
each Additional Share shall be reasonably determined by the
Company's Board of Directors in good faith after considering the
relationship that exists (as of the date of the issuance of the
Additional Warrant) between the Exercise Price and the Fair
Market Value per share of the Common Stock; provided, however,
that such exercise price shall in no event be greater than the
amount by which the Exercise Price was adjusted pursuant to
clause (i) above.
(c) Reorganization, Merger, Sale of Assets. In case of any
capital reorganization or reclassification or other change of
outstanding shares of Common Stock (other than a change in par value),
any consolidation or merger of the Company with or into another Person
(other than a consolidation or merger of the Company in which the
Company is the resulting or surviving Person and which does not result
in any reclassification or change of outstanding Common Stock) or the
sale of all or substantially all of the assets of the Company to
another Person, upon exercise of this Warrant, the Warrantholder shall
have the right to receive the kind and amount of shares of stock or
other securities or property to which a holder of the number of shares
of Common Stock of the Company deliverable upon exercise of this
Warrant would have been entitled upon
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such reorganization, reclassification, consolidation, merger or sale
had this Warrant been exercised immediately prior to such event; and,
in such case, appropriate adjustment (as determined in good faith by
the Board of Directors) shall be made in the application of the
provisions of this Section 6 with respect to the rights and interest
thereafter of the Warrantholder, to the end that the provisions set
forth in this Section 6 (including provisions with respect to changes
in and other adjustments of the Exercise Price) shall thereafter be
applicable, as nearly as reasonably may be, in relation to any shares
of stock or other property thereafter deliverable upon exercise of
this Warrant.
(d) Carryover. Notwithstanding any other provision of this
Section 6.1, no adjustment shall be made to the number of shares of
Common Stock to be delivered to the Warrantholder (or to the Exercise
Price) if such adjustment represents less than 1% of the number of
shares to be so delivered, but any lesser adjustment shall be carried
forward and shall be made at the time and together with the next
subsequent adjustment that together with any adjustments so carried
forward shall amount to 1% or more of the number of shares to be so
delivered.
6.2 No Adjustment for Dividends. Except as provided in Section 6.1, no
adjustment in respect of any dividends shall be made during the term of this
Warrant or upon the exercise of this Warrant. Notwithstanding any other
provision hereof, no adjustments shall be made on Warrant Shares issuable on the
exercise of this Warrant for any cash dividends paid or payable to holders of
record of Common Stock prior to the date as of which the Warrantholder shall be
deemed to be the record holder of such Warrant Shares.
6.3 Notice of Adjustment. Whenever the number of Warrant Shares or the
Exercise Price of such Warrant Shares shall be adjusted, as provided in Section
6.1, the Company shall forthwith file, at the principal office of the Company
(or at such other place as may be designated by the Company); a statement,
certified by the chief financial officer of the Company, showing in detail the
facts requiring such adjustment, the computation by which such adjustment was
made and the Exercise Price that shall be in effect after such adjustment. The
Company shall also cause a copy of such statement to be sent by first class
mail, postage prepaid, to the Warrantholder, at such Warrantholder's address as
shown in the records of the Company.
7. Amendments.
Any provision of this Warrant may be amended and the observance
thereof waived only with the written consent of the Company and the
Warrantholder.
8. Notices of Corporate Action.
So long as this Warrant has not been exercised in full, in the event of
(a) any taking by the Company of a record of all holders of Common
Stock for the purpose of determining the holders thereof who are entitled to
receive any dividend (other than cash dividends or distributions paid from the
retained earnings of the Company) or other
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distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right;
(b) any capital reorganization of the Company, any reclassification
(other than a change in par value of the Common Stock) or recapitalization of
the capital stock of the Company or any consolidation or merger involving the
Company and any other Person or any transfer of all or substantially all the
assets of the Company to any other Person; or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company;
the Company will mail to the Warrantholder a notice specifying (i) the date or
expected date on which any such record is to be taken for the purpose of such
dividend, distribution or right and the amount and character of any such
dividend, distribution or right or (ii) the date or expected date on which any
such reorganization, reclassification, recapitalization, consolidation, merger,
transfer, dissolution, liquidation or winding-up is to take place and the time,
if any such time is to be fixed, as of which the holders of record of Common
Stock shall be entitled to exchange their shares of Common Stock for the
securities or other property, if any, deliverable upon such reorganization,
reclassification, recapitalization, consolidation, merger, transfer,
dissolution, liquidation or winding-up. Such notice shall be delivered at least
10 days prior to the date therein specified (unless such date is beyond the
control of the Company, in which case, as soon as practicable thereafter, but in
no event more than 5 days thereafter), in the case of any date referred to in
the foregoing subdivisions (i) and (ii).
9. Definitions.
As used herein, unless the context otherwise requires, the following
terms have the following respective meanings:
"Additional Shares" has the meaning specified in Section 6.1(b)(ii).
"Additional Warrant" has the meaning specified in Section 6.1(b)(ii).
"Affiliate" shall mean any Person who is an "affiliate" as defined in Rule
12b-2 of the General Rules and Regulations under the Exchange Act. In addition,
the following shall be deemed to be Affiliates of GAP 32 and GAP 21: (a) GAP
LLC, the members of GAP LLC, the limited partners of GAP 32 and the limited
partners of GAP 21; (b) any Affiliate of GAP LLC, the members of GAP LLC, the
limited partners of GAP 32 and the limited partners of GAP 21; and (c) any
limited liability company or partnership a majority of whose members or
partners, as the case may be, are members, former members, consultants or key
employees of GAP LLC. In addition, GAP 32, GAP 21 and GAP Coinvestment Partners,
L.P. shall be deemed to be Affiliates of one another.
"Business Day" means any day other than a Saturday, Sunday or a day on
which national banks are authorized by law to close in the State of New York.
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"Common Stock" has the meaning specified on the cover of this Warrant.
"Company" has the meaning specified on the cover of this Warrant.
"Current Market Price" has the meaning specified in Section 1.3(c).
"Distribution" shall mean the distribution of all of the then outstanding
shares of the Common Stock of the Company by Marcam Corporation to its
stockholders, as more fully described in the Proxy Statement/Prospectus dated
June 16, 1997 relating to the Special Meeting of Stockholders of Marcam
Corporation held on July 17, 1997.
"Distribution Date" shall mean the date determined by the Board of
Directors of Marcam Corporation on which the Distribution shall be effected.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, (or
any successor statute thereto) and the rules and regulations of the Commission
promulgated thereunder.
"Exercise Form" means an Exercise Form in the form annexed hereto as
Exhibit A.
"Exercise Price" has the meaning specified in Section 1.1.
"Exercise Price Adjustment Ratio" shall mean a fraction, the numerator of
which shall be the average of the closing sales prices per share of a share of
the Marcam Common Stock on the Nasdaq National Market for the Measurement Period
and the denominator of which shall be the sum of (i) the average of the closing
sales prices per share of a share of the Marcam Common Stock on the Nasdaq
National Market for the Measurement Period plus (ii) the product of (A) the
average of the closing sales prices per share of a share of the Common Stock on
the Nasdaq National Market for the Measurement Period multiplied by (B) the
Marcam Common Stock Distribution Ratio.
"Expiration Date" means July 23, 2003.
"Fair Market Value" means the amount which a willing buyer would pay a
willing seller in an arm's length transaction.
"GAP LLC" means General Atlantic Partners, LLC, a Delaware limited
liability company and the general partner of GAP 21 and GAP 32.
"GAP 32" means General Atlantic Partners 32, L.P., a Delaware limited
partnership.
"GAP 21" means General Atlantic Partners 21, L.P. a Delaware limited
partnership.
"MAPICS Warrant Exercise Price" shall mean the product (rounded to the
nearest xxxxx) obtained by multiplying $15.36 by the Exercise Price Adjustment
Ratio.
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"Marcam Common Stock" shall mean the common stock, par value $.01 per
share, of Marcam Corporation, a Massachusetts corporation.
"Marcam Common Stock Distribution Ratio" shall mean .50.
"Measurement Period" shall mean the five consecutive trading days beginning
on the first trading day following the Distribution Date.
"Person" means any individual, firm, corporation, partnership, limited
liability company, trust, incorporated or unincorporated association, joint
venture, joint stock company, Governmental Authority or other entity of any
kind, and shall include any successor (by merger or otherwise) of such entity.
"Securities Act" has the meaning specified on the cover of this Warrant, or
any similar Federal statute, and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the time. Reference to a
particular section of the Securities Act, shall include a reference to the
comparable section, if any, of any such similar Federal statute. "Warrantholder"
has the meaning specified on the cover of this Warrant.
"Warrant Shares" has the meaning specified on the cover of this Warrant.
10. Miscellaneous.
10.1 Entire Agreement. This Warrant constitutes the entire agreement
between the Company and the Warrantholder with respect to this Warrant.
10.2 Binding Effect, Benefits. This Warrant shall inure to the benefit
of and shall be binding upon the Company and the Warrantholder and their
respective successors and assigns. Nothing in this Warrant, expressed or
implied, is intended to or shall confer on any person other than the Company and
the Warrantholder, or their respective successors or assigns, any rights,
remedies, obligations or liabilities under or by reason of this Warrant.
10.3 Section and Other Headlines. The section and other headings
contained in this Warrant are for reference purposes only and shall not be
deemed to be a part of this Warrant or to affect the meaning or interpretation
of this Warrant.
10.4 Notices. All notices, demands and other communications provided
for or permitted hereunder shall be made in writing and shall be by registered
or certified first-class mail, return receipt requested, telecopier, courier
service, overnight mail or personal delivery:
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(a) if to GAP LP or GAP Coinvestment:
c/o General Atlantic Service Corporation
0 Xxxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Xx. Xxxxxxx X. Xxxxxxxx
with a copy to:
Xxxx, Weiss, Rifkind, Xxxxxxx & Xxxxxxxx
1285 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000-0000
Telecopy: (000) 000-0000
Attention: Xxxxxxx Xxxxxx, Esq.
(b) if to the Company:
Marcam Solutions, Inc.
00 Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Chief Executive Officer
with a copy to:
Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP
High Street Tower
000 Xxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Attention: Xxxx X. Xxxxxxx, Esq.
All such notices and communications shall be deemed to have been duly given
when delivered by hand, if personally delivered; when delivered by courier or
overnight mail, if delivered by commercial courier service or overnight mail;
five (5) Business Days after being deposited in the mail, postage prepaid, if
mailed; and when receipt is mechanically acknowledged, if telecopied. Any party
may by notice given in accordance with this Section 10.4 designate another
address or Person for receipt of notices hereunder.
10.5 Severability. Any term or provision of this Warrant which is
invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the terms and provisions of this Warrant or
affecting the validity or enforceability of any of the terms or provisions of
this Warrant in any other jurisdiction.
10.6 GOVERNING LAW. THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF
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DELAWARE, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.
10.7 No Rights or Liabilities as Stockholder. Nothing contained in
this Warrant shall be determined as conferring upon the Warrantholder any rights
as a stockholder of the Company or as imposing any liabilities on the
Warrantholder to purchase any securities whether such liabilities are asserted
by the Company or by creditors or stockholders of the Company or otherwise.
IN WITNESS WHEREOF, the Company has caused this Warrant to be signed
by its duly authorized officer.
MARCAM SOLUTIONS, INC.
By:
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Name:
Title:
Dated: July __, 1997
EXHIBIT A
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EXERCISE FORM
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(To be executed upon exercise of this Warrant)
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant, to purchase _________ of the Warrant Shares and
[herewith tenders payment for such Warrant Shares to the order of Marcam
Solutions, Inc. in the amount of $______] [hereby exercises its Conversion
Right] in accordance with the terms of this Warrant. The undersigned requests
that a certificate for [such Warrant Shares] [that number of Warrant Shares to
which the undersigned is entitled as calculated pursuant to Section 1.3] be
registered in the name of the undersigned and that such certificates be
delivered to the undersigned's address below.
The undersigned represents that it is acquiring such Warrant Shares
for its own account for investment and not with a view to or for sale in
connection with any distribution thereof (subject, however, to any requirement
of law that the disposition thereof shall at all times be within its control).
Dated:
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Signature
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(Print Name)
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(Street Address)
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(City) (State) (Zip Code)
Signed in the presence of:
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NOTE: The above signature must correspond with the name as written upon the
face of this Warrant in every particular way, without any alteration whatsoever.
Any unexercised Warrants evidenced by the Warrant Certificate are to be
issued to:
Name: (please print)
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Address:
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Taxpayer Identification or Social Security Number:
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