EXHIBIT 4.4 FORM OF WARRANT
THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT"). THIS WARRANT AGREEMENT SHALL NOT
CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THE
SECURITIES ARE "RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED EXCEPT AS
PERMITTED UNDER THE 1933 ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
STOCK PURCHASE WARRANT
To Purchase Shares of Common Stock of
MIDISOFT CORPORATION
THIS CERTIFIES that, for value received, ____________________ (the "Investor"),
is entitled, upon the terms and subject to the conditions hereinafter set forth,
at any time on or after the date hereof and on or prior to October _, 1998 (the
"Termination Date") but not thereafter, to subscribe for and purchase from
MIDISOFT CORPORATION, a Washington corporation (the "Company"), One (1) share of
Common Stock for each share Investor receives upon conversion of Preferred Stock
as per Agreement (the "Warrant Shares"). The purchase price of one share of
Common Stock (the "Exercise Price") under this Warrant shall be Two Hundred
(200%) percent of the closing bid price on the Closing Date (as defined-in the
Agreement). The Exercise Price and the number of shares for which the Warrant is
exercisable shall be subject to adjustment as provided herein. This warrant is
being issued pursuant to the Convertible Offshore Securities Subscription
Agreement dated October
1996 complete with all listed exhibits thereto (the "Agreement") between the
Company and the Investor and is subject to its terms. In the event of any
conflict between the terms of this Warrant and the Agreement, the Agreement
shall control.
1. TITLE OF WARRANT. Prior to the expiration hereof and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company, by
the holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant together with the Assignment Form annexed hereto properly endorsed.
2. AUTHORIZATION OF SHARES. The Company covenants that all shares of Common
Stock which may be issued upon the exercise of rights represented by this
Warrant will, upon exercise of the rights represented by this Warrant, be duly
authorized, validly issued, fully paid and non assessable and free from all
taxes, liens and charges in respect of the issue thereof (other than taxes in
respect of any transfer occurring contemporaneously with such issue).
3. EXERCISE OF WARRANT. Exercise of the purchase rights represented by this
Warrant may be made at any time or times, in whole or in part, before the close
of business on the Termination Date, or such earlier date on which this Warrant
may terminate as provided in paragraph 11 below, by the surrender of this
Warrant and the Subscription Form annexed hereto duly executed, at the of office
of the Company (or such other of office or agency of the Company as it may
designate by notice in writing to the registered holder hereof at the address of
such holder appearing on the books of the Company) and upon payment of the
Exercise Price of the shares thereby purchased, whereupon the holder of this
Warrant shall be entitled to receive a certificate for the number of shares of
Common Stock so purchased immediately. The Company at the Closing Date, as
defined in the Agreement, shall furnish an opinion of counsel that the
restricted period under Regulation S in respect to these warrants runs from the
Closing Date, as defined in the Agreement, not the date of exercise. In the
event upon exercising the
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Warrant, the transfer agent requires an opinion of counsel, the Company shall
have such opinion furnished to the transfer agent to the transfer agent's
satisfaction. In the event the Investor is relying on another exemption from
registration under the 1933 Act, the Shares shall be issued immediately, if the
Investor furnishes an opinion of counsel, reasonably satisfactory to the
Company, that another exemption from registration is available. Certificates for
shares purchased hereunder shall be delivered to the holder hereof within five
business days after the date on which this Warrant shall have been exercised as
aforesaid. Payment of the Exercise Price of the shares may be by certified check
or cashier's check or by wire transfer to an account designated by the Company
in an amount equal to the Exercise Price multiplied by the number of shares
being purchased.
4. NO FRACTIONAL SHARES OR SCRIP. No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant.
5. CHARGES. TAXES AND EXPENSES. Issuance of certificates for shares of
Common Stock upon the exercise of this Warrant shall be made without charge to
the holder hereof for any issue or transfer tax or other incidental expense in
respect of the issuance of such certificate, all of which taxes and expenses
shall be paid by the Company, and such certificates shall be issued in the name
of the holder of this Warrant or in such name or names as may be directed by the
holder of this Warrant; provided, however, that in the event certificates for
shares of Common Stock are to be issued in a name other than the name of the
holder of this Warrant, this Warrant when surrendered for exercise shall be
accompanied by the Assignment Form attached hereto duly executed by the holder
hereof, together with evidence satisfactory to the Company that such transfer or
assignment is being made in compliance with all applicable federal and state
securities laws; and provided further, that upon any transfer involved in the
issuance or delivery of any certificates for shares of Common Stock, the Company
may require, as a condition thereto, the payment of a sum sufficient to
reimburse it for any transfer tax incidental thereto.
6. CLOSING OF BOOKS. The Company will at no time close its shareholder
books or records in any manner which interferes with the timely exercise of this
Warrant.
7. NO RIGHTS AS SHAREHOLDER UNTIL EXERCISE. This Warrant does not entitle
the holder hereof to any voting rights or other rights as a shareholder of the
Company prior to the exercise thereof. If, however, at the time of the surrender
of this Warrant and purchase the holder hereof shall be entitled to exercise
this Warrant, the shares so purchased shall be and be deemed to be issued to
such holder as the record owner of such shares as of the close of business on
the date on which this Warrant shall have been exercised.
8. ASSIGNMENT AND TRANSFER OF WARRANT. This Warrant may be assigned by the
surrender of this Warrant and the Assignment Form annexed hereto duly executed
at the office of the Company (or such other office or agency of the Company as
it may designate by notice in writing to the registered holder hereof at the
address of such holder appearing on the books of the Company); provided,
however, that this Warrant may not be resold or otherwise transferred except (i)
in a transaction registered under the Securities Act, or (ii) in a transaction
pursuant to an exemption, if available, from such registration and whereby, if
requested by the Company, an opinion of counsel reasonably satisfactory to the
Company is obtained by the holder of this Warrant to the effect that the
transaction is so exempt.
9. LOSS, THEFT, DESTRUCTION OR MUTILATION OF WARRANT. The Company
represents and warrants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of any Warrant
or stock certificate, and in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to it, and upon reimbursement to the Company of
all reasonable expenses incidental thereto, and upon surrender and cancellation
of such Warrant or stock certificate, if mutilated, the Company will make and
deliver a new Warrant or stock certificate of like tenor and dated as of such
cancellation, in lieu of this Warrant or stock certificate.
10. SATURDAYS, SUNDAYS, HOLIDAYS, ETC. If the last or appointed day for the
taking of any action or the expiration of any right required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a legal holiday.
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11. EFFECT OF CERTAIN EVENTS.
(a) If at any time the Company proposes (i) to sell or otherwise convey all or
substantially all of its assets or (ii) to effect a transaction (by merger or
otherwise) in which more than 50% of the voting power of the Company is disposed
of (collectively, a "Sale or Merger Transaction"), in which the consideration to
be received by the Company or its shareholders consists solely of cash, the
Company shall give the holder of this Warrant thirty (30) days' notice of the
proposed effective date of the transaction specifying that the Warrant shall
terminate if the Warrant has not been exercised by the effective date of the
transaction.
(b) In case the Company shall at any time effect a Sale or Merger Transaction in
which the consideration to be received by the Company or its shareholders
consists in part of consideration other than cash, the holder of this Warrant
shall have the right thereafter to purchase, by exercise of this Warrant and
payment of the aggregate Exercise Price in effect immediately prior to such
action, the kind and amount of shares and other securities and property which it
would have owned or have been entitled to receive after the happening of such
transaction had this Warrant been exercised immediately prior thereto.
(c) Subject to the terms and conditions set forth herein, if the Company or any
of its stockholders propose at any time to register any shares of Common Stock
(the "Initially Proposed Shares") under the Securities Act for any reason,
except Forms S-4 and S-8 filings, the Company will promptly (but in no event
less than fifteen (15) days prior to the anticipated filing date of the
Company's registration statement (the "Incidental Registration Statement")
pursuant to the Securities Act, give written notice to the Investor of its
intention to effect such registration (such notice to specify, to the extent
known, the proposed offering price, the number of shares of Common Stock
proposed to be registered and the distribution arrangements, including
indemnification of underwriters),), and the Investors shall be entitled to
include in such registration statement, such number of shares of Registrable
Securities to be sold for the account of the Investors (on the same terms and
conditions as the Initially Proposed Shares) as shall be specified in requests
in writing delivered to the Company not less than 5 days before the later of (i)
the anticipated filing date specified in the Company's notice, or (ii) the
actual filing date.
12. REGISTRATION RIGHTS. If, upon exercise of all or any part of the
Warrant effected by the Investor pursuant to the terms of any part of this
Warrant and the terms of the Convertible Debenture Offshore Securities
Agreement, the Company fails to issue certificates for the shares of Common
Stock issuable upon such exercise to the Investor bearing no restrictive legend
for any reason, other than a breach of contract by Investor concerning the
representations and warranties made by Investor in this Agreement or the Notice
of Exercise found herein were untrue when made, then the Company shall be
required, at the request of the Investor and at the Company's expense, to effect
the registration of the shares of Common Stock issuable upon exercise of the
shares of Common Stock under the 1933 Act, and relevant Blue Sky laws as
promptly as is practicable. The Company and the Investor shall cooperate in good
faith in connection with the furnishing of information required for such
registration and the taking of such other actions as may be legally or
commercially necessary in order to effect such registration. The Company shall
commence to prepare and file a registration statement within 10 days of
Investor's demand therefor and shall use its best efforts to cause such
registration statement to become effective as soon as practicable thereafter.
Such best efforts shall include, but not be limited to, promptly responding to
all comments received from the staff of the Securities and Exchange Commission
with respect to such registration statement and promptly preparing and filing
amendments to such registration statement which are responsive to the comments
received from the staff of the Securities and Exchange Commission. Once declared
effective by the Securities and Exchange Commission, the Company shall cause
such registration statement to remain effective until the earlier of (i) the
sale by the Investor of all Securities registered, or (ii) 120 days after the
effective date of such registration statement.
In the event that the Company has not effected the registration of the
shares of Common Stock issuable upon the exercise of the Warrant under the 1933
Act and relevant Blue Sky Laws as soon as practicable after the date of the
Investor's demand therefor, the Company shall pay to the Investor by wire
transfer, as liquidated damages for such failure and not as a penalty, an amount
in cash equal to $10,000. If the Company does not remit the damages to the
Investor as set forth above, the Company will pay the Investor reasonable costs
of collection, including attorneys fees, in addition to the liquidated damages.
Such payment shall be made to the Investor
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immediately if the registration of the shares of Common Stock is not effected;
provided, however, that the payment of such liquidated damages shall not relieve
the Company from its obligations to register the shares of Common Stock pursuant
to this Section. The registration of the shares of Common Stock pursuant to this
provision shall not effect or limit Investor's other rights or remedies as set
forth in this Agreement.
13. ADJUSTMENTS OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The number
and kind of securities purchasable upon the exercise of this Warrant and the
Exercise Price shall be subject to adjustment from time to time upon the
happening of certain events, as hereinafter set forth:
(a) In case the Company shall (i) declare or pay a dividend in shares of
Common Stock or make a distribution in shares of Common Stock to holders of its
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock,
(iii) combine its outstanding shares of Common Stock into a smaller number of
shares of Common Stock or (iv) issue any shares of its capital stock in a
reclassification of the Common Stock, the number of Warrant Shares purchasable
upon exercise of this Warrant immediately prior thereto shall be adjusted so
that the holder of this Warrant shall be entitled to receive the kind and number
of Warrant Shares or other securities of the Company which he would have owned
or have been entitled to receive had such Warrant been exercised in advance
thereof. An adjustment made pursuant to this paragraph (a) shall become
effective immediately after the effective date of such event retroactive to the
record date, if any, for such event.
(b) In case the Company shall issue rights, options or warrants to holders
of its outstanding Common Stock entitling them (for a period within 45 days
after the record date mentioned below) to subscribe for or purchase shares of
Common Stock or securities convertible into or exchangeable or exercisable for
Common Stock at a Price Per Share (as defined in paragraph (e) below) which is
lower at the date of issuance thereof than the then Current Market Price (as
defined in paragraph ((f)) below) per share of Common Stock at such date, the
number of Warrant Shares hereafter purchasable upon the exercise of this Warrant
shall be determined by multiplying the number of Warrant Shares theretofore
purchasable upon exercise of this Warrant by a fraction, of which the numerator
shall be the number of shares -of Common Stock outstanding on the date of
issuance of such rights, options or warrants plus the number of additional
shares of Common Stock actually subscribed for and purchased, and of which the
denominator shall be the number of shares of Common Stock outstanding on the
date of issuance of such rights, options or warrants plus the number of shares
of Common Stock which the aggregate Proceeds (as defined in paragraph (e) below)
received by the Company on exercise of such rights, options and warrants would
purchase at the Current Market Price per share of Common Stock at the date of
issuance of such rights, options or warrants. Such adjustment shall be made
whenever such rights, options or warrants are issued, and shall become effective
on the date of distribution retroactive to the record date for the
determination-of stockholders entitled to receive such rights, options or
warrants.
(c) In case the Company shall distribute to holders of its shares of Common
Stock evidences of its indebtedness or assets (excluding dividends or
distributions referred to in paragraph (a) above or in the paragraph immediately
following this paragraph and excluding any dividend or distribution paid out of
the retained earnings of the Company) or rights, options or warrants, or
convertible or exchangeable securities containing the right to subscribe for or
purchase shares of Common Stock (excluding those referred to in paragraph (b)
above), then in each case the number of Warrant Shares thereafter purchasable
upon the exercise of this Warrant shall be determined by multiplying the number
of Warrant Shares theretofore purchasable upon the exercise of this Warrant by a
fraction, of which the numerator shall be the then Current Market Price per
share of Common Stock on the date of such distribution, and of which the
denominator shall be such Current Market Price, less the then fair value (as
determined by the Board of Directors of the Company, whose determination shall
be conclusive) of the portion of the assets or evidences of indebtedness so
distributed or of such subscription rights, options or warrants, or of such
convertible or exchangeable securities applicable to one share of Common Stock.
Such adjustment shall be made whenever any such distribution is made, and shall
become effective on the date of distribution retroactive to the record date for
the determination of shareholders entitled to receive such distribution.
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(d) For purposes of this Section 13, "Price Per Share" shall be defined and
determined according to the following formula:
R
P = -------------
N
where
P = Price Per Share,
R= the "Proceeds" received or receivable by the Company which (i) in
the case of shares of Common Stock is the total amount received or
receivable by the Company in consideration for the sale and issuance
of such shares; (ii) in the case of rights, options or warrants to
subscribe for or purchase shares of Common Stock or of securities
convertible into or exchangeable or exercisable for shares of Common
Stock, is the total amount received or receivable by the Company in
consideration for the sale and issuance of such rights, options,
warrants or convertible or exchangeable or exercisable securities,
plus the minimum aggregate amount of additional consideration, other
than the surrender of such convertible or exchangeable securities,
payable to the Company upon exercise, conversion or exchange thereof;
and (iii) in the case of rights, options or warrants to subscribe for
or purchase convertible or exchangeable or exercisable securities, is
the total amount received or receivable by the Company in
consideration for the sale and issuance of such rights, options or
warrants, plus the minimum aggregate amount of additional
consideration other than the surrender of such convertible or
exchangeable securities, payable upon the exercise, conversion or
exchange of such rights, options or warrants and upon the conversion
or exchange or exercise of the convertible or exchangeable or
exercisable securities; provided that in each case the proceeds
received or receivable by the Company shall be deemed to be the gross
cash proceeds without deducting therefrom any compensation paid or
discount allowed in the sale, underwriting or purchase thereof by
underwriters or dealers or other performing similar services or any
expenses incurred in connection therewith,
and
N= the "Number of shares," which (i) in the case of Common Stock is
the number of shares issued; (ii) in the case of rights, options or
warrants to subscribe for or purchase shares of Common Stock or of
securities convertible into or exchangeable or exercisable for shares
of Common Stock, is the maximum number of shares of Common Stock
initially issuable upon exercise, conversion or exchange thereof; and
(iii) in the case of rights, options or warrants to subscribe for or
purchase convertible or exchangeable or exercisable securities, is the
maximum number of shares of Common Stock initially issuable upon
conversion, exchange or exercise of the convertible, exchangeable or
exercisable securities issuable upon the exercise of such rights,
options or warrants.
If the Company shall issue shares of Common Stock or rights, options,
warrants or convertible or exchangeable or exercisable securities for a
consideration consisting, in whole or in part, of property other than cash, the
amount of such consideration shall be determined in good faith by the Board of
Directors of the Company whose determination shall be conclusive.
(e) For the purpose of any computation under paragraphs (b), (c) or (d) of
this Section 13, the "Current market Price" per share of Common Stock at any
date shall be the average of the Closing NASDAQ Price of the Common Stock for
the thirty (30) trading days commencing 30 trading days before the date of
determination.
(f) Whenever the number of Warrant Shares purchasable upon the exercise of
this Warrant is adjusted, as herein provided, the Exercise Price payable upon
exercise of this Warrant shall be adjusted by multiplying such
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Exercise Price immediately prior to such adjustment by a fraction, of which the
numerator shall be the number of Warrant Shares purchasable upon the exercise of
this Warrant immediately prior to such adjustment, and of which the denominator
shall be the number of Warrant Shares purchasable immediately thereafter.
(g) No adjustment in the number of Warrant Shares purchasable hereunder
shall be required unless such adjustment would result in an increase or decrease
of at least one percent (1%) percent of the Exercise Price; provided that any
adjustments which by reason of this paragraph ((h)) are not required to be made
shall be carried forward and taken into account in any subsequent adjustment.
All calculations shall be made to the nearest cent or to the nearest
one-thousandth of a share, as the case may be.
(h) No adjustment in the number of Warrant Shares purchasable upon the
exercise of this Warrant need be made under paragraph (b), (c) or (d) if the
Company issues or distributes to the holder of this Warrant the shares, rights,
options, warrants or convertible or exchangeable securities, or evidences of
indebtedness or assets referred to in those paragraphs which the holder of this
Warrant would have been entitled to receive had this Warrant been exercised
prior to the happening of such event or the record date with respect thereto. In
no event shall the Company be required or obligated to make any such
distribution otherwise than in its sole discretion. No adjustment in the number
of Warrant shares purchasable upon the exercise of this Warrant need by made for
sales of Common Stock pursuant to a Company plan for reinvestment of dividends
or interest. No adjustment need be made for a change in the par value of the
Common Stock.
(i) In the event that at any time, as a result of an adjustment made
pursuant to paragraph (a) above, the holder of this Warrant shall become
entitled to purchase any securities of the Company other than shares of Common
Stock, thereafter the number of such other shares so purchasable upon exercise
of this Warrant and the Exercise Price of such shares shall be subject to
adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in
paragraphs (a) through (i), inclusive, above.
(j) Upon the expiration of any rights, options, warrants or conversion or
exchange privileges, if any thereof shall not have been exercised, the Exercise
Price and the number of shares of Common Stock purchasable upon the exercise of
the Warrant shall, upon such expiration, be readjusted and shall thereafter be
such as it would have been had it been originally adjusted (or had the original
adjustment not been required, as the case may be) as if (A) the only shares of
Common Stock so issued were the shares of Common Stock, if any, actually issued
or sold upon the exercise, exchange or conversion of such rights, options,
warrants or conversion or exchange rights, and (B) such shares of Common Stock,
if any, were issued or sold for the aggregate proceeds actually received or
receivable by the Company upon such exercise plus the aggregate proceeds, if
any, actually received by the Company for the issuance, sale or grant of all
such rights, options, warrants or conversion or exchange rights whether or not
exercised; provided that no such readjustment shall have the effect of
increasing the Exercise Price or decreasing the number of shares of Common Stock
purchasable upon the exercise of the Warrant by an amount in excess of the
amount of the adjustment initially made in respect of the issuance, sale or
grant of such rights, options, warrants or conversions or exchange rights.
14. VOLUNTARY ADJUSTMENT BY THE COMPANY. The Company may at its option, at
any time during the term of this Warrant, reduce the then current Exchange Price
to any amount and for any period of time deemed appropriate by the Board of
Directors of the Company.
15. NOTICE OF ADJUSTMENT. Whenever the number of Warrant shares or number
or kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
promptly mail by registered or certified mail, return receipt requested, to the
transfer agent for the Common Stock and to the holder of this Warrant notice of
such adjustment or adjustments setting forth the number of Warrant Shares (and
other securities or property) purchasable upon the exercise of this Warrant and
the Exercise Price of such Warrant Shares after such adjustment, setting forth a
brief statement of the facts requiring such adjustment and setting forth
computation by which such adjustment was made. Such notice, in absence of
manifest error, shall be conclusive evidence of the correctness of such
adjustment.
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16. AUTHORIZED SHARES. The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common
Stock a sufficient number of shares to provide for the issuance of Common Stock
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for shares of the Company's Common
Stock upon the exercise of the purchase rights under this Warrant. The Company
will take all such reasonable action as may be necessary to assure that such
shares of Common Stock may be issued as provided herein without violation of any
applicable law or regulation, or of any requirements of NASDAQ or any domestic
securities exchange upon which the Common Stock may be listed.
17. MISCELLANEOUS.
(a) Issue Date. The provisions of this Warrant shall be construed and shall be
given effect in all respects as if it had been issued and delivered by the
Company on the date hereof. This Warrant shall be binding upon any successors or
assigns of the Company. This Warrant shall constitute a contract under the laws
of New York and for all purposes shall be construed in accordance with and
governed by the laws of said state without regard to its conflict of law,
principles or rules.
(b) RESTRICTIONS. The holder hereof acknowledges that the Common
Stock acquired upon the exercise of this Warrant, if not registered, may have
restrictions upon its resale imposed by state and federal securities laws.
(c) MODIFICATION AND WAIVER. This Warrant and any provisions
hereof may be changed, waived, discharged or terminated only by an instrument
in writing signed by the party against which enforcement of the same is
sought.
(d) NOTICES. Any notice, request or other document required or
permitted to be given or delivered to the holders hereof of the Company shall
be delivered or shall be sent by certified or registered mail, postage
prepaid, to each such holder at its address as shown on the books of the
Company or to the Company at the address set forth in the Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant to be
executed by its officers thereunto duly authorized.
Dated: October , 1996
MIDISOFT CORPORATION
By
----------------------------
Officer
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ASSIGNMENT FORM
(To assign the foregoing warrant, execute
this form and supply required information.
Do not use this form to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby
are hereby assigned to whose address is
--------------------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Dated: , 199
------------- -
Investor agrees not to reoffer or sell the Warrant, or to cause any
transferee permitted hereunder to reoffer to sell the Warrant, within the United
States, or for the account or benefit of a U.S. Person, (i) as part of the
distribution of the Securities at any time, or (ii) otherwise, until forty-one
(41) days after the Warrant is exercised, and, in either case, in a transaction
meeting the requirements of Reg S under the Act, including without limitation,
where the offer (i) is not made to a person in the United States and either (A)
at the time the buy order is originated, the Buyer is outside the United States
or the Company and any person acting on its behalf reasonably believe that the
buyer is outside the United States, or (B) the transaction is executed in, on or
through the facilities of a designated offshore securities market and neither
the seller nor any person acting on its behalf knows that the transaction has
been prearranged with a buyer in the United States; and (ii) no directed selling
efforts shall be made in the United States by the buyer, an affiliate or any
person acting on their behalf, or in a transaction registered under the Act or
pursuant to an exemption from such registration.
Holder's Signature:
-------------
Holder's Address:
---------------
Signature Guaranteed:
-----------------------------------------------
NOTE: The signature to this Assignment Form must correspond with the name
as it appears on the face of the Warrant, without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank or trust company.
Officers of corporations and those acting in an fiduciary or other
representative capacity should file proper evidence of authority to assign the
foregoing Warrant.
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NOTICE OF EXERCISE
, 1996
---------------
Midisoft Corporation
0000 XX Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Dear Sir or Madam:
The undersigned, _____________________________________________________ (the
"Investor"), does hereby give notice that it wishes to purchase shares of Series
A Preferred Stock of MIDISOFT CORPORATION (the "Company"), pursuant to the terms
of the attached Warrant, and tenders herewith payment of the purchase price in
full, together with all applicable transfer taxes, if any. Please issue a
certificate of certificates representing said shares of common Stock in the name
of the undersigned or in such other name specified below.
Name:
----------------------------------
Address:
----------------------------------
----------------------------------
----------------------------------------
By
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