EXHIBIT 4(b)
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FRONTSTEP, INC.
WARRANT FOR THE PURCHASE OF SHARES OF
COMMON STOCK OF FRONTSTEP, INC.
NO. [ ] WARRANT TO PURCHASE
[ ] SHARES
THIS WARRANT AND THE SECURITIES TO BE ACQUIRED UPON EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED, ASSIGNED OR OTHERWISE DISPOSED OF
EXCEPT IN COMPLIANCE THEREWITH. THIS WARRANT AND THE SECURITIES TO BE
ACQUIRED UPON EXERCISE OF THIS WARRANT ALSO ARE SUBJECT TO ADDITIONAL
RESTRICTIONS ON TRANSFER, VOTING AND OTHER MATTERS AS SET FORTH IN THE
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (AS HEREIN DEFINED),
COPIES OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY.
FOR VALUE RECEIVED, FRONTSTEP, INC., an Ohio corporation (the
"COMPANY"), hereby certifies that [NAME], its successor or permitted assigns
(the "HOLDER"), is entitled, subject to the provisions of this Warrant (the
"WARRANT"), to purchase from the Company, at the times specified herein, up to
an aggregate of [ ] fully paid and non-assessable Common Shares (as hereinafter
defined), at a purchase price per share equal to the Exercise Price (as
hereinafter defined). The number of Common Shares to be received upon the
exercise of this Warrant and the price to be paid for a Common Share are subject
to adjustment from time to time as hereinafter set forth. This Warrant and the
Warrant Shares (as hereinafter defined) may be assigned, transferred, sold,
offered for sale or exercised by the Holder only upon compliance with the terms
and conditions hereof.
1. Definitions. (a) The following terms, as used herein, have the
following meanings:
"AFFILIATE" shall have the meaning given to such term in Rule 12b-2
promulgated under the Securities and Exchange Act of 1934, as amended.
"AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT" means the Amended and
Restated Investor Rights Agreement dated March 7, 2002 among the Company and the
investors listed on the signature pages thereto, as may be amended from time to
time.
"BUSINESS DAY" means any day except a Saturday, Sunday or other day on
which commercial banks in the City of New York are authorized by law to close.
"COMMON SHARES" means the common shares, no par value, of the Company.
"CURRENT MARKET PRICE PER COMMON SHARE" means, on any determination
date, the average (weighted by daily trading volume) of the Daily Prices per
share of the applicable class of Common Shares for the 20 consecutive trading
days immediately prior to such date. If on any determination date such Common
Shares are not quoted by the NYSE or NASDAQ, the Current Market Price Per Common
Share shall be the fair market value of such shares on such determination date
as determined by the Board of Directors of the Company. If the Holders of 75% of
the outstanding Warrants shall object to any determination by the Board of
Directors of the Company of the Current Market Price Per Common Share, the
Current Market Price Per Common Share shall be the fair market value per share
of the Common Shares as determined by an independent appraiser retained by the
Company at its expense and reasonably acceptable to such Holders.
"DAILY PRICE" means, on any determination date, (A) if such Common
Shares then are listed and traded on the NYSE, the closing price per share on
such day as reported on the NYSE Composite Transactions Tape; (B) if the shares
of such class of Common Shares then are not listed and traded on the NYSE, the
closing price per share on such day as reported by the principal national
securities exchange on which the shares are listed and traded; (C) if such
Common Shares then are not listed and traded on any such securities exchange,
the last reported sale price per share on such day on the NASDAQ; or (D) if such
Common Shares then are not traded on the NASDAQ, the average of the highest
reported bid and lowest reported asked price per share on such day as reported
by NASDAQ.
"DULY ENDORSED" means duly endorsed in blank by the Person or Persons
in whose name a stock certificate is registered or accompanied by a duly
executed stock assignment separate from the certificate with the signature(s)
thereon guaranteed by a commercial bank or trust company or a member of a
national securities exchange or of the National Association of Securities
Dealers, Inc.
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"EXERCISE PRICE" means $0.01 per Warrant Share, such Exercise Price to
be adjusted from time to time as provided herein.
"EXPIRATION DATE" means 5:00 p.m. New York City time on the tenth
anniversary of the date hereof.
"HOLDERS" means the original Holders of the Warrants issued pursuant to
the Securities Purchase Agreement, or if any such original Holder so elects, any
transferee of all or any portion of this Warrant whom such original Holder shall
have designated by written notice to the Company. Any successor Xxxxxx
designated pursuant to the immediately preceding sentence shall also have the
right upon any subsequent transfer to designate a successor Xxxxxx in the manner
described above.
"NASDAQ" means The NASDAQ Stock Market, Inc.
"NYSE" means New York Stock Exchange, Inc.
"PERSON" means an individual, partnership, limited liability company,
corporation, trust, joint stock company, association, joint venture, or any
other entity or organization, including a government or political subdivision or
an agency or instrumentality thereof.
"SECURITIES PURCHASE AGREEMENT" means the Securities Purchase Agreement
dated as of March 7, 2002 among the Company and the Investors listed on the
signature pages thereto, providing for the purchase and issuance of the 10%
subordinated notes due 2004, the Warrants, and the 10% subordinated convertible
notes due 2004.
"WARRANT SHARES" means the Common Shares deliverable upon exercise of
this Warrant, as adjusted from time to time.
(b) Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Amended and Restated Investor Rights
Agreement.
2. Exercise of Warrant.
(a) Any sale, transfer, assignment or hypothecation of this Warrant,
whether in whole or in part, must be in compliance with Paragraph 12 of this
Warrant. Subject to the other terms and conditions of this Warrant, the Holder
is entitled to exercise this Warrant in whole or in part at any time, or from
time to time, until the Expiration Date or, if such day is not a Business Day,
then on the next succeeding day that shall be a Business Day; provided, however,
if the Holder of this Warrant is either Xxxxxxxx X. Xxx or Xxxxx X. Xxxxxxxxxx,
such Holder may not exercise this Warrant, in whole or in part, until
shareholders of the Company holding a majority of the total votes cast on the
proposal to approve
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the issuance of the Warrants to Xxxxxxxx X. Xxx and Xxxxx X. Xxxxxxxxxx,
represented in person or by proxy, have approved such issuance as contemplated
under Section 5.06 of the Securities Purchase Agreement. To exercise this
Warrant, the Holder shall execute and deliver to the Company a Warrant Exercise
Notice substantially in the form annexed hereto. Subject to paragraph 2(e)
below, no earlier than ten days after delivery of the Warrant Exercise Notice,
the Holder shall deliver to the Company this Warrant, including the Warrant
Exercise Subscription Form forming a part hereof duly executed by the Holder,
together with payment of the applicable Exercise Price. Upon such delivery and
payment, the Holder shall be deemed to be the holder of record of the Warrant
Shares subject to such exercise, notwithstanding that the stock transfer books
of the Company shall then be closed or that certificates representing such
Warrant Shares shall not then be actually delivered to the Holder.
(b) The Exercise Price may be paid by wire transfer or by certified or
official bank check or bank cashier's check payable to the order of the Company
or by any combination of such cash or check.
(c) If the Holder exercises this Warrant in part, this Warrant shall be
surrendered by the Holder to the Company and a new Warrant of the same tenor and
for the unexercised number of Warrant Shares shall be executed by the Company.
The Company shall register the new Warrant in the name of the Holder or in such
name or names of its transferee pursuant to paragraph 6 hereof as may be
directed in writing by the Holder and deliver the new Warrant to the Person or
Persons entitled to receive the same.
(d) Upon exercise or partial exercise and surrender of this Warrant in
conformity with the foregoing provisions, the Company shall transfer to the
Holder of this Warrant appropriate evidence of ownership of the Common Shares or
other securities or property (including any money) to which the Holder is
entitled, registered or otherwise placed in, or payable to the order of, the
name or names of the Holder or such transferee as may be directed in writing by
the Holder, and shall deliver such evidence of ownership and any other
securities or property (including any money) to the Person or Persons entitled
to receive the same, together with an amount in cash in lieu of any fraction of
a share as provided in paragraph 5 below.
(e) In lieu of exercising the Warrant pursuant to paragraph 2(a), the
Holder may elect in accordance with the procedures set forth in this paragraph 2
to exchange this Warrant for shares of Common Stock, in which event the Company
will issue to the Holder the number of shares of Common Stock equal to the
result obtained by (a) subtracting B from A, (b) multiplying the difference by
C, and (c) dividing the product by A as set forth in the following equation:
X = (A - B) x C where:
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A
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X = the number of shares of Common Stock
issuable upon exchange pursuant to this
paragraph 2(e).
A = the Daily Price on the day immediately
preceding the date on which the Holder
delivers written notice to the Company
pursuant to paragraph 2(a).
B = the Exercise Price.
C = the number of shares of Common Stock as to
which this Warrant being exchanged would
otherwise be exercisable for pursuant to
paragraph 2(a).
If the foregoing calculation results in a negative number, then no
shares of Common Stock shall be issued pursuant to this paragraph 2(e).
3. Restrictive Legend. Certificates representing Common Shares issued
pursuant to this Warrant shall bear a legend substantially in the form of the
legend set forth on the first page of this Warrant to the extent that and for so
long as such legend is required pursuant to the Amended and Restated Investor
Rights Agreement or applicable law.
4. Reservation of Shares. The Company hereby agrees that at all times
prior to the expiration hereof there shall be reserved for issuance and delivery
upon exercise or exchange of this Warrant such number of its authorized but
unissued Common Shares or other securities of the Company from time to time
issuable upon the full exercise of the then unexercised portion of this Warrant.
All such shares shall be duly authorized and, when issued upon such exercise or
exchange, shall be validly issued, fully paid and non-assessable, free and clear
of all liens, security interests, charges and other encumbrances or restrictions
on sale and free and clear of all preemptive rights, except to the extent set
forth in the Amended and Restated Investor Rights Agreement and as may be
required under applicable law.
5. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise or exchange of this Warrant
and in lieu of delivery of any such fractional share upon any exercise hereof,
the Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the Current Market Price Per Common Share at the date of such
exercise or exchange.
6. Transfer or Assignment of Warrant.
(a) This Warrant and all rights hereunder are not transferable by the
registered Holder hereof except to any Person who, prior to such transfer,
agrees in writing, in form and substance reasonably satisfactory to the Company,
to be bound by the terms of this Warrant and the Amended and Restated Investor
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Rights Agreement in accordance with the provisions hereof and thereof. Each
Holder of this Warrant by taking or holding the same, consents and agrees that
the registered Holder hereof may be treated by the Company and all other persons
dealing with this Warrant as the absolute owner hereof for any purpose and as
the person entitled to exercise the rights represented hereby.
(b) Subject to compliance with the terms of this Warrant and the
Amended and Restated Investor Rights Agreement, the Holder of this Warrant shall
be entitled, without obtaining the consent of the Company to assign and transfer
this Warrant, at any time in whole or from time to time in part, to any Person
or Persons. Subject to the preceding sentence, upon surrender of this Warrant to
the Company, together with the attached Warrant Assignment Form duly executed,
the Company shall, without charge, execute and deliver a new Warrant for the
Common Shares assigned in the Warrant Form Assignment in the name of the
assignee or assignees named in such instrument of assignment and, if the
Holder's entire interest is not being assigned, a new Warrant for the balance of
the Common Shares for which this Warrant is then exercisable which are not so
assigned in the name of the Holder and this Warrant shall promptly be canceled.
7. Loss or Destruction of Warrant. Upon receipt by the Company of
evidence satisfactory to it (in the exercise of its reasonable discretion) of
the loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, the Company shall
execute and deliver to the Holder a new Warrant of like tenor and date.
8. Anti-dilution Provisions.
(a) In case the Company shall at any time after the date hereof (i)
declare a dividend or make a distribution on Common Shares payable in Common
Shares, (ii) subdivide or split the outstanding Common Shares, (iii) combine or
reclassify the outstanding Common Shares into a smaller number of shares, or
(iv) issue any shares of its capital stock in a reclassification of Common
Shares (including any such reclassification in connection with a consolidation
or merger in which the Company is the continuing corporation), the Exercise
Price in effect at the time of the record date for such dividend or distribution
or of the effective date of such subdivision, split, combination or
reclassification shall be proportionately adjusted so that the exercise of this
Warrant after such time shall entitle the Holder to receive the aggregate number
of Common Shares or other securities of the Company (or shares of any security
into which such Common Shares have been reclassified pursuant to clause
8(a)(iii) or 8(a)(iv) above) which, if this Warrant had been exercised
immediately prior to such time, the Holder would have owned upon such exercise
and been entitled to receive by virtue of such dividend, distribution,
subdivision, split, combination or reclassification. Such adjustment shall be
made successively whenever any event listed above shall occur.
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(b) All calculations under this paragraph 8 shall be made to the
nearest one tenth of a cent or to the nearest hundredth of a share, as the case
may be.
(c) In the event that, at any time as a result of the provisions of
this paragraph 8, the holder of this Warrant upon subsequent exercise or
exchange shall become entitled to receive any shares of capital stock of the
Company other than Common Shares, the number of such other shares so receivable
upon exercise or exchange of this Warrant shall thereafter be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions contained herein.
(d) Upon each adjustment of the Exercise Price as a result of the
calculations made in paragraphs 8(a) hereof, the number of shares for which this
Warrant is exercisable immediately prior to the making of such adjustment shall
thereafter evidence the right to purchase, at the adjusted Exercise Price, that
number of Common Shares obtained by (i) multiplying the number of shares covered
by this Warrant immediately prior to this adjustment of the number of shares by
the Exercise Price in effect immediately prior to such adjustment of the
Exercise Price and (ii) dividing the product so obtained by the Exercise Price
in effect immediately after such adjustment of the Exercise Price.
(e) If the Company shall fix a record date relating to any event
specified in paragraph 8(a) (which results in an adjustment to the Exercise
Price under the terms of this Warrant) and shall thereafter, and before such
dividend or distribution is paid or delivered or before such issuance, legally
abandon its plan to pay or deliver such dividend or distribution or to make such
issuance, then any adjustment made to the Exercise Price and number of Common
Shares purchasable upon exercise of this Warrant by reason of the fixing of such
record date shall be reversed, and any subsequent adjustments, based thereon,
shall be recomputed.
(f) Notwithstanding anything to the contrary contained in this
paragraph 8, prior to shareholder approval as required under applicable NASDAQ
rules, no adjustment shall be made to the Exercise Price which would increase
the number of Common Shares issuable upon exercise of such Warrant to the extent
that such issuance would cause the Company to violate its obligation to obtain
such prior shareholder approval.
9. Consolidation, Merger, or Sale of Assets. In case of any
consolidation of the Company with, or merger of the Company into, any other
Person, any merger of another Person into the Company (other than a merger which
does not result in any reclassification, conversion, exchange or cancellation of
outstanding Common Shares) or any sale or transfer of all or substantially all
of the assets of the Company or of the Person formed by such consolidation or
resulting from such merger or which acquires such assets, as the case may be,
the Holder shall have the right thereafter to exercise or exchange this Warrant
for the kind and amount of securities, cash and other property receivable upon
such
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consolidation, merger, sale or transfer by a holder of the number of Common
Shares for which this Warrant may have been exercised or exchanged immediately
prior to such consolidation, merger, sale or transfer, assuming (i) such holder
of Common Shares is not a Person with which the Company consolidated or into
which the Company merged or which merged into the Company or to which such sale
or transfer was made, as the case may be ("CONSTITUENT PERSON"), or an Affiliate
of a Constituent Person and (ii) in the case of a consolidation merger, sale or
transfer which includes an election as to the consideration to be received by
the holders, such holder of Common Shares failed to exercise such rights of
election, as to the kind or amount of securities, cash and other property
receivable upon such consolidation, merger, sale or transfer (provided that if
the kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer is not the same for each Common Share
held immediately prior to such consolidation, merger, sale or transfer by other
than a Constituent Person or an Affiliate thereof and in respect of which such
rights of election shall not have been exercised ("NON-ELECTING SHARE"), then
for the purpose of this paragraph 9 the kind and amount of securities, cash and
other property receivable upon such consolidation, merger, sale or transfer by
each non-electing share shall be deemed to be the kind and amount so receivable
per share by a plurality of the non-electing shares). Adjustments for events
subsequent to the effective date of such a consolidation, merger or sale of
assets shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. In any such event, effective provisions shall be
made in the certificate or articles of incorporation of the resulting or
surviving corporation, in any contract of sale, conveyance, lease or transfer,
or otherwise so that the provisions set forth herein for the protection of the
rights of the Holder shall thereafter continue to be applicable; and any such
resulting or surviving corporation shall expressly assume the obligation to
deliver, upon exercise or exchange, such shares of stock, other securities, cash
and property. The provisions of this paragraph 9 shall similarly apply to
successive consolidations, mergers, sales or transfers. For purposes of this
paragraph 9, "Person" shall not include any entity of which securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions are owned
directly or indirectly by the Company.
10. Notices. Any notice, request, demand or delivery authorized by this
Warrant shall be in writing and shall be given to the Holder or the Company, as
the case may be, at its address (or telecopier number) set forth below, or such
other address (or telecopier number) as shall have been furnished to the party
giving or making such notice, demand or delivery in accordance herewith:
If to the Company:
Frontstep, Inc.
0000 Xxxxxxxxx Xxxxxxxx Xxxxx
Xxxxxxxx, Xxxx 00000
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Telecopy: (000) 000-0000
Attention: Corporate Counsel
If to the Holder:
[ ]
Each such notice, request, demand or delivery shall be effective (i) if given by
telecopy, when such telecopy is transmitted to the telecopy number specified
herein and the intended recipient confirms the receipt of such telecopy or (ii)
if given by any other means, when received at the address specified herein.
11. Rights of the Holder. Prior to the exercise or exchange of any
Warrant, the Holder shall not, by virtue hereof, be entitled to any rights of a
shareholder of the Company, including, without limitation, the right to vote, to
receive dividends or other distributions, to exercise any preemptive right or to
receive any notice of meetings of shareholders or any notice of any proceedings
of the Company except as may be specifically provided for herein.
12. Transferee Representations. Prior to effecting any transfer of this
Warrant or any part hereof, each prospective transferee shall represent in
writing to the Company that:
(a) Such transferee is an "accredited investor" within the meaning of
Rule 501 under the Securities Act of 1933, as amended and such transferee was
not organized for the specific purpose of acquiring this Warrant or the Common
Shares issuable upon exercise of this Warrant;
(b) such transferee has sufficient knowledge and experience in
investing in companies similar to the Company so as to be able to evaluate the
risks and merits of such transferee's investment in the Company and is able
financially to bear the risks thereof;
(c) such transferee has had an opportunity to obtain whatever
information concerning the Company and the Common Shares as has been requested
from the Company by such transferee in order to make such transferee's
investment decision with respect to this Warrant and the Warrant Shares;
(d) this Warrant and the Warrant Shares are being acquired by such
transferee for such transferee's own account for the purpose of investment and
not with a view to or for sale in connection with any distribution thereof; and
(e) such transferee understands that (i) this Warrant and the Warrant
Shares issuable upon exercise of this Warrant have not been registered under the
Securities Act of 1933, as amended, in reliance upon an exemption from the
registration requirements of such act pursuant to Section 4(2) thereof and Rule
506 promulgated under such act and under applicable state securities laws, (ii)
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this Warrant and the Warrant Shares issuable upon exercise of this Warrant must
be held indefinitely unless a subsequent disposition thereof is registered under
such act and under applicable state securities laws or is exempt from such
registration, (iii) this Warrant and the Warrant Shares issuable upon exercise
of this Warrant will bear a legend to such effect, and (iv) the Company will
make a notation on its transfer books to such effect.
13. GOVERNING LAW. THIS WARRANT AND ALL RIGHTS ARISING HEREUNDER SHALL
BE CONSTRUED AND DETERMINED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
OHIO, AND THE PERFORMANCE THEREOF SHALL BE GOVERNED AND ENFORCED IN ACCORDANCE
WITH SUCH LAWS.
14. Amendments; Waivers. Any provision of this Warrant may be amended
or waived if, and only if, such amendment or waiver is in writing and signed, in
the case of an amendment, by the Holder and the Company, or in the case of a
waiver, by the party against whom the waiver is to be effective. No failure or
delay by either party in exercising any right, power or privilege hereunder
shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein provided shall
be cumulative and not exclusive of any rights or remedies provided by law.
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IN WITNESS WHEREOF, the Company has duly caused this Warrant
Certificate to be signed by its duly authorized officer and to be dated as of
___________, 2002.
FRONTSTEP, INC.
By:
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Name:
Title:
Acknowledged and Agreed:
[ ]
By:
-------------------------------------------
Name:
Title:
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EXHIBIT 4(b)
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WARRANT EXERCISE NOTICE
(To be delivered prior to exercise of the Warrant
by execution of the Warrant Exercise Subscription Form)
To: Frontstep, Inc.
[ ] [The undersigned hereby notifies you of its intention to exercise
the warrant to purchase common shares, no par value, of Frontstep, Inc. held by
the undersigned (the "WARRANT"). The undersigned intends to exercise the Warrant
to purchase ___________ common shares (the "SHARES") at $0.01 per Share. The
undersigned intends to pay the aggregate Exercise Price for the Shares, by wire
transfer, or certified or official bank or bank cashier's check (or a
combination of cash and check) as indicated below.]
[The undersigned hereby notifies you of its intention to exchange the
Warrant on a cashless basis pursuant to Section 2(e) of the Warrant to purchase
Common Shares, no par value, of Frontstep, Inc. Based on an exercise price of
$0.01 per Share and a Daily Price of $______, the undersigned intends to
exchange the Warrant for _________ Common Shares.]
Date: _________________
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(Signature of Holder)
This signature must conform in all
respects to the name of the Holder as
specified on the Warrant
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(Street Address)
------------------------------------
(City) (State) (Zip Code)
Payment: $____________ wire transfer
$____________ check
EXHIBIT 4(b)
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WARRANT EXERCISE SUBSCRIPTION FORM
(To be executed only upon exercise of the Warrant
after delivery of Warrant Exercise Notice)
To: [Issuer]
The undersigned irrevocably exercises this Warrant for the purchase of
___________ common shares, no par value (the "SHARES"), of Frontstep, Inc. (the
"COMPANY") at $0.01 per Share and herewith makes payment of $___________ (such
payment being made by wire transfer or by certified or official bank or bank
cashier's check payable to the order of the Company or by any permitted
combination of such wire transfer or check), all on the terms and conditions
specified in the within Warrant, surrenders this Warrant and all right, title
and interest therein to the Company and directs that the Shares deliverable upon
the exercise of this Warrant be registered or placed in the name and at the
address specified below and delivered thereto.
Date: ____________________
------------------------------------
(Signature of Holder)
This signature must conform in all respects to
the name of the Holder as specified on the
Warrant
------------------------------------
(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: _____________________________________________
Any unexercised portion of the Warrant evidenced by the within Warrant
Certificate to be issued to:
Please insert social security or identifying number: ________________________
Name: ____________________________________________________________
Street Address: _____________________________________________________
City, State and Zip Code: _____________________________________________
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EXHIBIT 4(b)
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WARRANT ASSIGNMENT FORM
Dated ___________ ___, 200_
FOR VALUE RECEIVED, _______________________ hereby
irrevocably sells, assigns and transfers
unto_______________________________(the "ASSIGNEE"),
(please type or print in block letters)
_______________________________________________________________________________
(insert address)
its right to purchase up to ___________ common shares, without par value, of
Frontstep, Inc. (the "COMPANY") represented by this Warrant and does hereby
irrevocably constitute and appoint _______________________ Attorney, to transfer
the same on the books of the Company, with full power of substitution in the
premises.
Signature:
---------------------------------
(Signature of Holder)
This signature must conform in
all respects to the name of the
Holder as specified on the
Warrant
