EXHIBIT 4.5
WARRANT
To Purchase Ordinary Shares
of
ACCENT SOFTWARE INTERNATIONAL LTD.
a corporation organized under the
laws of the State of Israel
TABLE OF CONTENTS
SECTION PAGE
1. Warrant Agent..................................................... 1
2. Exercise Period................................................... 1
3. Countersignature and Registration................................. 2
4. Transfers and Exchanges........................................... 2
5. Exercise of Warrants; Registration Rights......................... 3
6. Payment of Taxes.................................................. 4
7. Mutilated or Missing Warrants..................................... 4
8. Reservation of Ordinary Shares.................................... 4
9. Warrant Price; Adjustments........................................ 5
10. Fractional Interest............................................... 9
11. Notices to Warrantholders......................................... 9
12. Office of the Company............................................. 10
13. Restrictions or Transferability................................... 10
14. Identity of Transfer Agent........................................ 11
15. Notices........................................................... 12
16. Supplements and Amendments........................................ 12
17. Governing Law..................................................... 13
18. Benefits of This Agreement........................................ 13
19. Successors........................................................ 13
THIS WARRANT AND THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN
VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS OF
THIS WARRANT.
No. of Ordinary Shares: 180,000
WARRANT
To Purchase Ordinary Shares of
ACCENT SOFTWARE INTERNATIONAL LTD.
THIS IS TO CERTIFY THAT IMR FUND, L.P. ("IMR") or its registered
assigns, is entitled, at any time prior to the Expiration Date (as hereinafter
defined), to purchase from ACCENT SOFTWARE INTERNATIONAL LTD., a corporation
organized under the laws of the State of Israel (the "Company"), 180,000
Ordinary Shares (as hereinafter defined and subject to adjustment as provided
herein), in whole or in part, including fractional parts, at a purchase price of
$______ per share (subject to adjustment as provided herein), all on the terms
and conditions and pursuant to the provisions hereinafter set forth.
WHEREAS, IMR has loaned the Company an aggregate of $1,500,000 and in
connection therewith the Company has agreed to grant to IMR a Warrant (the
"Warrant") to purchase 180,000 Ordinary Shares, nominal value NIS .01 per share,
of the Company (hereinafter, together with the stock of any other class to which
such shares may hereafter have been changed, called "Ordinary Shares");
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
Section 1. WARRANT AGENT. The Company, until the appointment of a
successor satisfactory to the holders of the Warrant, will act as warrant agent
for the Warrants.
Section 2. EXERCISE PERIOD. The Warrant entitles the registered
holder thereof to purchase 180,000 Ordinary Shares from any time commencing on
the date hereof until 5:00 p.m. Eastern time, on _________ __, ____ (the
"Warrant Exercise Period"). The warrant price and the number of Ordinary Shares
issuable upon exercise of the Warrants are subject to adjustment
upon the occurrence of certain events, all as hereinafter provided. The
Warrants shall be executed on behalf of the Company by the manual or facsimile
signature of the present or any future President or Vice President of the
Company, attested to by the manual or facsimile signature of the present or any
future Secretary or Assistant Secretary of the Company.
Warrants shall be dated as of the issuance either upon initial
issuance or upon transfer or exchange.
In the event the aforesaid expiration dates of the Warrants fall on a
Saturday or Sunday, or on a legal holiday on which the New York Stock Exchange,
the American Stock Exchange or The Nasdaq Stock Market is closed, then the
Warrants shall expire at 5:00 p.m. Eastern time on the next succeeding business
day.
Section 3. COUNTERSIGNATURE AND REGISTRATION. The Company shall
maintain books for the transfer and registration of Warrants. Upon the initial
issuance of the Warrants, the Company shall issue and register the Warrants in
the names of the respective holders thereof. The Warrants shall be
countersigned manually or by facsimile by the Company (or by any successor to
the Company then acting as warrant agent under this Agreement) and shall not be
valid for any purpose unless so countersigned. Warrants may, however, be so
countersigned by the Company (or by its successor as warrant agent) and be
delivered by the Company, notwithstanding that the persons whose manual or
facsimile signatures appear thereon as proper officers of the Company shall have
ceased to be such officers at the time of such countersignature or delivery.
Section 4. TRANSFERS AND EXCHANGES. If permitted by the provisions
of Section 13, the Company shall transfer, from time to time, any outstanding
Warrant upon the books to be maintained by the Company for that purpose, upon
surrender thereof for transfer properly endorsed or accompanied by a written
assignment of such Warrant substantially in the form of Exhibit B hereto duly
executed by the holders of the Warrant or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such transfer.
Upon any such transfer, a new Warrant shall be issued to the transferee and the
surrendered Warrant shall be cancelled by the Company. Warrants may be
exchanged at the option of the holder thereof, when surrendered at the office of
the Company, for another Warrant, or other Warrants of different denominations
of like tenor and representing in the aggregate the right to purchase a like
number of Ordinary Shares.
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Section 5. EXERCISE OF WARRANTS; REGISTRATION RIGHTS. Subject to the
provisions of this Warrant, each registered holder of a Warrant shall have the
right, which may be exercised commencing at the opening of business on the first
day of the Warrant Exercise Period, to purchase from the Company (and the
Company shall issue and sell to such registered holder of a Warrant) the number
of fully paid and non-assessable Ordinary Shares specified in such Warrant upon
surrender of such Warrant to the Company at the office of the Company, with the
subscription form appearing at the end of this Warrant as Exhibit A duly filled
in and signed, and upon payment to the Company of the warrant price, determined
in accordance with the provisions of Sections 9 and 10 of this Agreement, for
the number of Ordinary Shares in respect of which such Warrants are then
exercised. Payment of such warrant price shall be made in cash or by certified
check or bank draft to the order of the Company. Subject to Section 6, upon
such surrender of Warrants and payment of the warrant price, the Company shall
issue and cause to be delivered with all reasonable dispatch to or upon the
written order of the registered holder of such Warrants and in such name or
names as such registered holder may designate, a certificate or certificates for
the number of full Ordinary Shares so purchased upon the exercise of such
Warrants. Such certificate or certificates shall be deemed to have been issued
and any person so designated to be named therein shall be deemed to have become
a holder of record of such Ordinary Shares as of the date of the surrender of
such Warrants and payment of the warrant price as aforesaid. The rights of
purchase represented by the Warrants shall be exercisable, at the election of
the registered holders thereof, either as an entirety or from time to time for a
portion of the shares specified therein and, in the event that any Warrant is
exercised in respect of less than all of the Ordinary Shares specified therein
at any time prior to the date of expiration of the Warrants, a new Warrant or
Warrants will be issued to the registered holder for the remaining number of
Ordinary Shares specified in the Warrant so surrendered, and the Company will
countersign and deliver the required new Warrants pursuant to the provisions of
this Section and of Section 3 of this Agreement. Anything in the foregoing to
the contrary notwithstanding, no Warrant will be exercisable unless at the time
of exercise the Company has filed with the Securities and Exchange Commission a
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), covering the Ordinary Shares issuable upon exercise of such
Warrant and such shares have been so registered or qualified or deemed to be
exempt under the securities laws of the state of residence of the holder of such
Warrant. The Company shall use its best efforts
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to have all shares so registered or qualified on or before the date on which the
Warrants become exercisable.
Upon the request of the holders of the Warrants the Company will
register the Ordinary Shares issuable upon exercise of the Warrants on a
registration statement filed with the Securities and Exchange Commission, which,
to the extent available, shall be on Form S-3 and the Company will pay all
expenses of such registration.
Section 6. PAYMENT OF TAXES. The Company will pay any documentary
stamp taxes attributable to the initial issuance of Ordinary Shares issuable
upon the exercise of Warrants; provided, however, that the Company shall not be
required to pay any tax which may be payable in respect of any transfer involved
in the issue or delivery of any Ordinary Share certificates in a name other than
that of the registered holder of Warrants in respect of which such shares are
issued, and in such case the Company shall not be required to issue or deliver
any certificate for Ordinary Shares or any Warrant until the person requesting
the same has paid to the Company the amount of such tax or has established to
the Company's satisfaction that such tax has been paid or that such person has
an exemption from the payment of such tax.
Section 7. MUTILATED OR MISSING WARRANTS. In case any of the
Warrants shall be mutilated, lost, stolen or destroyed, the Company may, in its
discretion, issue and deliver in exchange and substitution for and upon
cancellation of the mutilated Warrant, or in lieu of and in substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and representing
an equivalent right or interest, but only upon receipt of evidence satisfactory
to the Company of such loss, theft or destruction and, in case of a lost, stolen
or destroyed Warrant, indemnity, if requested, also satisfactory to them.
Applicants for such substitute Warrants shall also comply with such other
reasonable regulations and pay such reasonable charges as the Company may
prescribe.
Section 8. RESERVATION OF ORDINARY SHARES. There have been
reserved, and the Company shall at all times keep reserved, out of the
authorized and unissued Ordinary Shares, a number of Ordinary Shares
sufficient to provide for the exercise of the rights of purchase represented
by the Warrants, and the transfer agent for the Ordinary Shares and every
subsequent transfer agent for any of the Company's Ordinary Shares issuable
upon the exercise of any of the rights of purchase aforesaid is irrevocably
authorized and directed at all times to reserve such
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number of authorized and unissued Ordinary Shares as shall be required for
such purpose. The Company agrees that all Ordinary Shares issued upon
exercise of the Warrants shall be, at the time of delivery of the
certificates of such shares, validly issued and outstanding, fully paid and
nonassessable and listed on any national securities exchange upon which the
other Ordinary Shares are then listed. The Company will keep a copy of this
Agreement on file with the transfer agent for the Ordinary Shares and with
every subsequent transfer agent for any of the Company's Ordinary Shares
issuable upon the exercise of the rights of purchase represented by the
Warrants. The Company will supply such transfer agent with duly executed
stock certificates for that purpose. All Warrants surrendered in the
exercise of the rights thereby evidenced shall be cancelled by the Company,
and such cancelled Warrants shall constitute sufficient evidence of the
number of Ordinary Shares which have been issued upon the exercise of such
Warrants. Promptly after the date of expiration of the Warrants, the Company
shall certify the total aggregate amount of Warrants then outstanding, and
thereafter no Ordinary Shares shall be subject to reservation in respect of
such Warrants which shall have expired.
Section 9. WARRANT PRICE; ADJUSTMENTS.
(i) The warrant price at which Ordinary Shares shall be
purchasable upon the exercise of the Warrants shall be $ per share, or
after adjustment as provided in this Section, shall be such price as so adjusted
(the "Warrant Price").
(ii) The Warrant Price shall be subject to adjustment from time
to time as follows:
(I) In case the Company shall at any time after the date
hereof pay a dividend in Ordinary Shares or make a distribution in Ordinary
Shares, then upon such dividend or distribution the Warrant Price in effect
immediately prior to such dividend or distribution shall forthwith be reduced to
a price determined by dividing:
(A) an amount equal to the total number of Ordinary Shares
outstanding immediately prior to such dividend or distribution multiplied by the
Warrant Price in effect immediately prior to such dividend or distribution, by
(B) the total number of Ordinary Shares outstanding
immediately after such dividend or distribution.
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For the purposes of any computation to be made in accordance
with the provisions of this clause (I), the following provisions shall be
applicable: Ordinary Shares issuable by way of dividend or other distribution
on any stock of the Company shall be deemed to have been issued immediately
after the opening of business on the date following the date fixed for the
determination of shareholders entitled to receive such dividend or other
distribution.
(II) In case the Company shall at any time subdivide or
combine the outstanding Ordinary Shares, the Warrant Price shall forthwith be
proportionately decreased in the case of subdivision or increased in the case of
combination to the nearest one cent. Any such adjustment shall become effective
at the time such subdivision or combination shall become effective.
(III) Within a reasonable time after the close of each
quarterly fiscal period of the Company during which the Warrant Price has been
adjusted as herein provided, the Company shall file with the holders of the
Warrants a certificate signed by the President or Vice President of the Company
and by the Treasurer or Assistant Treasurer or the Secretary or an Assistant
Secretary of the Company, showing in detail the facts requiring all such
adjustments occurring during such period and the Warrant Price after each such
adjustment; and
(A) The holders of the Warrants shall not at any time be
under any duty or responsibility to determine whether any facts exist which may
require any adjustment of the Warrant Price, or with respect to the nature or
extent of any adjustment of the Warrant Price when made, or with respect to the
method employed in making any such adjustment, or with respect to the nature or
extent of the property or securities deliverable hereunder. In the absence of a
certificate having been furnished, the holders of the Warrants may conclusively
rely upon the provisions of the Warrants with respect to the Ordinary Shares
deliverable upon the exercise of the Warrants and the applicable Warrant Price
thereof.
(B) Notwithstanding anything contained herein to the
contrary, no adjustment of the Warrant Price shall be made if the amount of such
adjustment shall be less than $.05, but in such case any adjustment that would
otherwise be required then to be made shall be carried forward and shall be made
at the time and together with the next subsequent adjustment which, together
with any adjustment so carried forward, shall amount to not less than $.05.
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(iii) In the event that the number of outstanding Ordinary Shares
is increased by a stock dividend payable in Ordinary Shares or by a subdivision
of the outstanding Ordinary Shares, then, from and after the time at which the
adjusted Warrant Price becomes effective pursuant to Subsection (ii) of this
Section by reason of such dividend or subdivision, the number of Ordinary Shares
issuable upon the exercise of each Warrant shall be increased in proportion to
such increase in outstanding shares. In the event that the number of Ordinary
Shares outstanding is decreased by a combination of the outstanding Ordinary
Shares, then, from and after the time at which the adjusted Warrant Price
becomes effective pursuant to Subsection (ii) of this Section by reason of such
combination, the number of Ordinary Shares issuable upon the exercise of each
Warrant shall be decreased in proportion to such decrease in the outstanding
Ordinary Shares.
(iv) In case of any reorganization or reclassification of the
outstanding Ordinary Shares (other than a change in nominal value, or from
nominal value to no nominal value, or as a result of a subdivision or
combination), or in case of any consolidation of the Company with, or merger of
the Company into, another corporation (other than a consolidation or merger in
which the Company is the continuing corporation and which does not result in any
reclassification of the outstanding Ordinary Shares), or in case of any sale or
conveyance to another corporation of the property of the Company as an entirety
or substantially as an entirety, the holder of each Warrant then outstanding
shall thereafter have the right to purchase the kind and amount of Ordinary
Shares and other securities and property receivable upon such reorganization,
reclassification, consolidation, merger, sale or conveyance by a holder of the
number of Ordinary Shares which the holder of such Warrant shall then be
entitled to purchase; such adjustments shall apply with respect to all such
changes occurring between the date of this Warrant and the date of exercise of
such Warrant.
(v) In case the Company shall at any time after the date hereof
pay a dividend in Ordinary Shares or make a distribution in Ordinary Shares,
then upon such dividend or distribution, the Warrant Price in effect immediately
prior to such dividend or distribution shall be reduced to a price determined by
dividing an amount equal to the total number of Ordinary Shares outstanding
immediately prior to such dividend or distribution multiplied by the Warrant
Price in effect immediately prior to such dividend or distribution, by the total
number of Ordinary Shares outstanding immediately after such issuance or sale.
For purposes of any computation to be made in accordance
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with the provisions of this Section (v), the Ordinary Shares issuable by way of
dividend or distribution shall be deemed to have been issued immediately after
the opening of business on the date following the date fixed for determination
of shareholders entitled to receive such dividend or distribution.
(vi) In case of the dissolution, liquidation or winding up of the
Company, all rights under the Warrants shall terminate on a date fixed by the
Company, such date to be no earlier than ten (10) days prior to the
effectiveness of such dissolution, liquidation or winding up and not later than
five (5) days prior to such effectiveness. Notice of such termination of
purchase rights shall be given to the last registered holder of the Warrants, as
the same shall appear on the books of the Company, by registered mail at least
fifteen (15) days prior to such termination date.
(vii) In case the Company shall, at any time prior to the
expiration of the Warrants and prior to the exercise thereof, offer to the
holders of its Ordinary Shares any rights to subscribe for additional shares of
any class of the Company, then the Company shall give written notice thereof to
the last registered holder thereof not less than thirty (30) days prior to the
date on which the books of the Company are closed or a record date is fixed for
the determination of the shareholders entitled to such subscription rights.
Such notice shall specify the date as to which the books shall be closed or
record date fixed with respect to such offer of subscription, and the right of
the holder thereof to participate in such offer of subscription shall terminate
if the Warrant shall not be exercised on or before the date of such closing of
the books or such record date.
(viii) Any adjustment pursuant to the aforesaid provisions shall
be made on the basis of the number of Ordinary Shares which the holder thereof
would have been entitled to acquire by the exercise of the Warrant immediately
prior to the event giving rise to such adjustment.
(ix) Irrespective of any adjustments in the Warrant Price or the
number or kind of shares purchasable upon exercise of the Warrants, Warrants
previously or thereafter issued may continue to express the same price and
number and kind of shares as are stated in the similar Warrants initially
issuable pursuant to this Warrant Agreement.
(x) The Company may retain a firm of independent public
accountants (who may be any such firm regularly employed by the Company) to make
any computation required under this
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Section, and any certificate setting forth such computation signed by such firm
shall be conclusive evidence of the correctness of any computation made under
this Section.
(xi) If at any time, as a result of an adjustment made pursuant
to paragraph (iv) above, the holders of a Warrant or Warrants shall become
entitled to purchase any securities other than Ordinary Shares, thereafter the
number of such securities so purchasable upon exercise of each Warrant and the
Warrant Price for 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 Ordinary Shares contained in paragraphs (ii) and (iii).
Section 10. FRACTIONAL INTEREST. The Warrants may only be exercised
to purchase full Ordinary Shares and the Company shall not be required to issue
fractions of Ordinary Shares on the exercise of Warrants. However, if a Warrant
holder exercises all Warrants then owned of record by him and such exercise
would result in the issuance of a fractional share, the Company will pay to such
Warrant holder, in lieu of the issuance of any fractional share otherwise
issuable, an amount of cash based on the market value of the Ordinary Shares of
the Company on the last trading day prior to the exercise date.
Section 11. NOTICES TO WARRANTHOLDERS.
(i) Upon any adjustment of the Warrant Price and the number of
Ordinary Shares issuable upon exercise of a Warrant, then and in each such case
the Company shall give written notice thereof to the holders of the Warrants,
which notice shall state the Warrant Price resulting from such adjustment and
the increase or decrease, if any, in the number of shares purchasable at such
price upon the exercise of a Warrant, setting forth in reasonable detail the
method of calculation and the facts upon which such calculation is based. The
Company shall mail such notice to the holders of the Warrants at their addresses
appearing in the Warrant register. Failure to give or mail such notice, or any
defect therein, shall not affect the validity of the adjustments.
(ii) In case at any time:
(I) the Company shall pay dividends payable in stock upon
its Ordinary Shares or make any distribution (other than regular cash dividends)
to the holders of its Ordinary Shares; or
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(II) the Company shall offer for subscription pro rata to
the holders of its Ordinary Shares any additional shares of stock of any class
or other rights; or
(III) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or consolidation or merger
of the Company with, or sale of substantially all of its assets to another
corporation; or
(IV) there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;
then in any one or more of such cases, the Company shall give written notice in
the manner set forth in Section 11(a) of the date on which (A) a record shall be
taken for such dividend, distribution or subscription rights, or (B) such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up shall take place, as the case may be. Such notice
shall also specify the date as of which the holders of Ordinary Shares of record
shall participate in such dividend, distribution or subscription rights, or
shall be entitled to exchange their Ordinary Shares for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, sale, dissolution, liquidation or winding up, as the case may be. Such
notice shall be given at least fifteen (15) days prior to the action in question
and not less than fifteen (15) days prior to the record date in respect thereof.
Failure to give such notice, or any defect therein, shall not affect the
legality or validity of any of the matters set forth in this Section 11(ii).
(iii) The Company shall cause copies of all financial statements
and reports, proxy statements and other documents that are sent to its
shareholders to be sent by first class mail, postage prepaid, on the date of
mailing to such shareholders, to each registered holder of Warrants at his
address appearing in the warrant register as of the record date for the
determination of the shareholders entitled to such documents.
Section 12. OFFICE OF THE COMPANY. The Company shall keep copies of
this Agreement available for inspection by holders of Warrants during normal
business hours.
Section 13. RESTRICTIONS OR TRANSFERABILITY. The Warrants shall not
be transferred, hypothecated or assigned before satisfaction of the conditions
specified in this Section 13, which conditions are intended to ensure compliance
with the
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provisions of the Securities Act with respect to the Transfer of any Warrant.
Xxxxxx, by acceptance of this Warrant, agrees to be bound by the provisions of
this Section 13.
(a) Except as otherwise provided in this Section 13, each Warrant
shall be stamped or otherwise imprinted with a legend in substantially the
following form:
"This Warrant and the securities represented hereby
have not been registered under the Securities Act of 1933,
as amended, and may not be transferred in violation of such
Act, the rules and regulations thereunder or the provisions
of this Warrant."
(b) Notwithstanding the foregoing provision of this Section 13, the
restrictions imposed by this Section 13 upon the transferability of the Warrants
and the legend requirements of Subsection (a) hereof shall terminate as to any
particular Warrant (i) when and so long as such security shall have been
effectively registered under the Securities Act and disposed of pursuant thereto
or (ii) when the Company shall have received an opinion of counsel reasonably
satisfactory to it that such securities may be transferred without registration
thereof under the Securities Act. Whenever the restrictions imposed by Section
9 hereof shall terminate as to this Warrant, as hereinabove provided, the Holder
hereof shall be entitled to receive from the Company, at the expense of the
Company, a new Warrant bearing the following legend in place of the restrictive
legend set forth hereon:
"THE RESTRICTIONS ON TRANSFERABILITY OF THE WITHIN
WARRANT CONTAINED IN SECTION 13 HEREOF TERMINATED ON
________, ____, AND ARE OF NO FURTHER FORCE AND EFFECT."
All Warrants issued upon registration of transfer, division or combination of,
or in substitution for, any Warrant or Warrants entitled to bear such legend
shall have a similar legend endorsed thereon.
Section 14. IDENTITY OF TRANSFER AGENT. Forthwith upon the
appointment of any transfer agent for the Ordinary Shares or of any subsequent
transfer agent for the Ordinary Shares or other Ordinary Shares issuable upon
the exercise of the rights of purchase represented by the Warrants, the Company
will file with the holders of the Warrants a statement setting forth the name
and address of such transfer agent.
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Section 15. NOTICES. Any notice pursuant to this Agreement to be
given by the holders of the Warrants, or by the registered holder of any Warrant
to the Company, shall be sufficiently given if sent by first-class mail, postage
prepaid, addressed as follows:
Accent Software International Ltd.
00 Xxxxxx Xxxxxx Xxxxxx
Xxxxxxxxx 00000 Xxxxxx
Attention: Xxxxxx X. Xxxxxxxxxxx,
President and Chief Executive Officer
and copies thereof to:
Xxxx, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx, Esq.
Xxxxx Xxxxx & Co.
0 Xxxxxx Xxxxxx Xxxxxx
Xxx Xxxx 00000 Xxxxxx
Attention: Xxxxx X. Xxxxxxxxx, Esq.
Any notice pursuant to this Agreement to be given by the Company to
the holders of the Warrants shall be sufficiently given if sent by first-class
mail, postage prepaid, addressed (until another address is filed in writing by
the holders of the Warrants with the Company) as follows:
IMR Fund, L.P.
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Attention: Xx. Xxxxx X. Xxxxxxxx, XX
Section 16. SUPPLEMENTS AND AMENDMENTS. The Company may from time to
time supplement or amend this Agreement in order to cure any ambiguity or to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provision herein, or to make any other provisions in
regard to matters or questions arising hereunder which the Company may deem
necessary or desirable and which shall not be inconsistent with the provisions
of the Warrants and which shall not adversely affect the interest of the holders
of Warrants.
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Section 17. GOVERNING LAW. This Agreement and each Warrant issued
hereunder shall be deemed to be a contract made under the laws of the State of
New York and shall be construed in accordance with the laws of New York
applicable to agreements to be performed wholly within New York.
Section 18. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company
and the registered holders of the Warrants any legal or equitable right, remedy
or claim under this Agreement; but this Agreement shall be for the sole and
exclusive benefit of the Company and the registered holders of the Warrants.
Section 19. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the holders of the Warrants
shall bind and inure to the benefit of their respective successors and assigns
hereunder.
IN WITNESS WHEREOF, the parties have entered into this Agreement on
the date first above written.
ACCENT SOFTWARE INTERNATIONAL LTD.
By:
-----------------------------------
Name:
Title:
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EXHIBIT A
SUBSCRIPTION FORM
[To be executed only upon exercise of Warrant]
The undersigned registered owner of this Warrant irrevocably exercises
this Warrant for the purchase of ______ shares of Ordinary Shares of Accent
Software International Ltd. and herewith makes payment therefor, all at the
price and on the terms and conditions specified in this Warrant, and requests
that certificates for the shares of Ordinary Shares hereby purchased (and any
securities or other property issuable upon such exercise) be issued in the name
of and delivered to _____________ whose address is _________________ and, if
such Ordinary Shares shall not include all of the Ordinary Shares issuable as
provided in this Warrant, that a new Warrant of like tenor and date for the
balance of the Ordinary Shares issuable hereunder be delivered to the
undersigned.
-------------------------------
(Name of Registered Owner)
-------------------------------
(Signature of Registered Owner)
-------------------------------
(Street Address)
-------------------------------
(City) (State) (Zip Code)
NOTICE: The signature on this subscription must correspond with the name
as written upon the face of the within Warrant in every
particular, without alteration or enlargement or any change
whatsoever.
EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED the undersigned registered owner of this
Warrant hereby sells, assigns and transfers unto the Assignee named below all of
the rights of the undersigned under this Warrant, with respect to the number of
Ordinary Shares set forth below:
No. of
NAME AND ADDRESS OF ASSIGNEE ORDINARY SHARES
---------------------------- ---------------
and does hereby irrevocably constitute and appoint _______ ________________
attorney-in-fact to register such transfer on the books of Accent Software
International Ltd. maintained for the purpose, with full power of substitution
in the premises.
Dated: Print Name:
------------------- --------------------
Signature:
--------------------
Witness:
--------------------
NOTICE: The signature on this assignment must correspond with the name as
written upon the face of the within Warrant in every particular,
without alteration or enlargement or any change whatsoever.
