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EXHIBIT 5
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FORM OF WARRANT AGREEMENT
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Bristol Technology Systems, Inc.
and
American Stock Transfer & Trust Company
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Warrant Agreement
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Dated as of ____________ __, 1996
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TABLE OF CONTENTS
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PAGE
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PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1. Appointment of Warrant Agent. . . . . . . . . . . . . . . . . . 1
Section 2. Form of Warrant. . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 3. Countersignature and Registration. . . . . . . . . . . . . . . . 1
Section 4. Transfers and Exchanges. . . . . . . . . . . . . . . . . . . . . 2
Section 5. Exercise of Warrants. . . . . . . . . . . . . . . . . . . . . . 2
Section 6. Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . . . 3
Section 8. Reservation of Common Stock. . . . . . . . . . . . . . . . . . . 4
Section 9. Warrant Price. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 10. Adjustments. . . . . . . . . . . . . . . . . . . . . . . . . . 4
Section 11. Fractional Interest. . . . . . . . . . . . . . . . . . . . . . 8
Section 13. Disposition of Proceeds on Exercise of Warrants. . . . . . . . 10
Section 14. Merger or Consolidation or Change of Name of Warrant Agent. . . 10
Section 15. Reorganization of the Company. . . . . . . . . . . . . . . . . 10
Section 16. When Issuance or Payment May Be Deferred. . . . . . . . . . . . 11
Section 17. Redemption. . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 18. Duties of Warrant Agent. . . . . . . . . . . . . . . . . . . . 12
Section 19. Change of Warrant Agent. . . . . . . . . . . . . . . . . . . . 14
Section 20. Identity of Transfer Agent. . . . . . . . . . . . . . . . . . . 15
Section 21. Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 22. No Stockholder Rights. . . . . . . . . . . . . . . . . . . . . 15
Section 23. Supplements and Amendments. . . . . . . . . . . . . . . . . . . 15
Section 24. Successors. . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 25. Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 26. Benefits of This Agreement. . . . . . . . . . . . . . . . . . . 16
Section 27. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . 16
EXHIBIT A - (Form of Common Stock Purchase Warrant, including election to
Purchase and Assignment) . . . . . . . . . . . . . . . . . . . . . . A-1
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WARRANT AGREEMENT dated as of ____________ __, 1996, between Bristol
Technology Systems, Inc., a Delaware corporation (hereinafter called the
"Company") and American Stock Transfer & Trust Company, as warrant agent
(hereinafter called the "Warrant Agent"); and
WHEREAS, the Company proposes to issue and sell up to an aggregate of
625,000 Redeemable Class A Common Stock Purchase Warrants, each Warrant
entitling the registered holder thereof to purchase one share of Common Stock
(the "Warrants"); and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing so to act, in connection with the
issuance, registration, transfer, exchange and exercise of the Warrants.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereto agree as follows:
Section 1. Appointment of Warrant Agent.
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The Company hereby appoints the Warrant Agent to act as Agent for the
Company in accordance with the instructions hereinafter set forth in this
Agreement and the Warrant Agent hereby accepts such appointment.
Section 2. Form of Warrant.
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The certificates evidencing the Warrants (the "Warrant Certificates")
and the form of election to purchase shares to be printed on the reverse
thereof shall be substantially as set forth in Exhibit "A" attached hereto.
The per share warrant price and the number of 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
Chairman of the Board, President or Vice President of the Company, attested 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 date of issuance by the Warrant
Agent either upon initial issuance or upon transfer or exchange.
Section 3. Countersignature and Registration.
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The Warrant Agent shall maintain books for the transfer and
registration of the Warrants. Upon the initial issuance of the Warrants, the
Warrant Agent 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 Warrant Agent (or by any successor to the Warrant Agent then
acting as warrant agent under this Agreement) and shall not be valid for any
purpose unless so countersigned. Warrants may be so countersigned, however, by
the Warrant Agent (or by its successor as warrant agent) and be delivered by
the Warrant Agent, notwithstanding that the persons whose manual or facsimile
signatures appear thereon as proper officers of the Company
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shall have ceased to be such officers at the time of such countersignature or
delivery, provided such persons were proper officers of the Company at the time
of such original signing. The Warrant Agent shall deem and treat the
registered holder(s) of the Warrant Certificates as the absolute owner(s)
thereof.
Section 4. Transfers and Exchanges.
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The Warrant Agent shall from time to time register the transfer of any
outstanding Warrant Certificate upon the books to be maintained by the Warrant
Agent for that purpose, upon surrender thereof for transfer properly endorsed
or accompanied by appropriate instructions for transfer in form satisfactory to
the Warrant Agent, duly executed by the registered holder(s) thereof or by the
duly appointed legal representative thereof or by a duly authorized attorney.
Upon any such registration of transfer, a new Warrant Certificate shall be
issued to the transferee(s) and the surrendered Warrant Certificate shall be
cancelled by the Warrant Agent. Warrant Certificates so cancelled shall be
delivered by the Warrant Agent to the Company from time to time upon request.
Warrant Certificates may be exchanged at the option of the holder thereof, when
surrendered at the office of the Warrant Agent, for another Warrant
Certificate, or other Warrant Certificate of different denominations, of like
tenor and representing in the aggregate the right to purchase a like number of
shares of Common Stock. Warrant Certificates surrendered for exchange shall be
cancelled by the Warrant Agent and delivered to the Company from time to time
upon request.
Section 5. Exercise of Warrants.
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Subject to the provisions of this Agreement, each registered holder of
Warrants shall have the right, which may be exercised commencing at the opening
of business New York City time on ___________ __, 1997 and terminating at 5:00
p.m., New York City time, on __________ __, 2002 (the "Expiration Date"), to
purchase from the Company (and the Company shall issue and sell to such
registered holder of Warrants) the number of fully paid and non-assessable
shares of Common Stock which the holder may at the time be entitled to receive,
upon surrender to the Company at the office of the Warrant Agent of the Warrant
Certificates evidencing such Warrants, with the form of election to purchase on
the reverse thereof duly filled in and executed, 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 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 payable, in United States
dollars, to the order of the Company. No adjustment shall be made for any
dividends on any shares of Common Stock issuable upon exercise of any warrant
of the Company outstanding on the date hereof. Subject to Section 6, upon such
surrender of the Warrants and payment of the Warrant Price as aforesaid, the
Company shall issue and cause to be delivered with all reasonable dispatch,
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 shares of Common Stock so purchased upon
the exercise of such Warrants. No fractional shares of Common Stock will be
issued. 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 shares as of the date of the surrender of such
Warrants and payment
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of the Warrant Price as aforesaid; provided, however, that if, at the date of
surrender of such Warrants and payment of such Warrant Price, the transfer
books for the shares of Common Stock or other class of stock purchasable upon
the exercise of such Warrants shall be closed, the certificates for the shares
in respect to which such Warrants are then exercised shall be deemed to have
been issued as of the date on which such books shall be opened (whether before,
on or after the Expiration Date) and until such date the Company shall be under
no duty to deliver any certificate for such shares; provided, further, however,
that such transfer books, unless otherwise required by law or by applicable
rule of any national securities exchange, shall not be closed at any one time
for a period longer than 20 days. 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 part only of the shares
specified therein and, in the event that any Warrant is exercised in respect of
fewer than all of the shares specified therein at any time prior to the
Expiration Date, a new Warrant Certificate evidencing the remaining Warrant or
Warrants will be issued to such registered holder for the remaining number of
shares specified in the Warrant so surrendered, and the Warrant Agent is hereby
irrevocably authorized to countersign and to deliver the required new Warrants
pursuant to the provisions of this Section and of Section 3 of this Agreement;
and the Company, whenever requested by the Warrant Agent, will supply the
Warrant Agent with Warrant Certificates duly executed on behalf of the Company
for such purpose. After the respective Expiration Dates of the Warrants any
such Warrants which have not been exercised shall be void.
Section 6. Payment of Taxes.
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The Company will pay any documentary stamp taxes attributable to the
initial issuance of Common Stock upon the exercise of the Warrants by the
registered holder thereof; provided, however, that the Company shall not be
required to pay any tax or taxes which may be payable in respect to any
transfer of a Warrant or in respect to any transfer involved in the issue or
delivery of any certificates for shares of Common Stock in a name other than
that of the registered holder of Warrants in respect of which such shares are
issued, and in such case neither the Company nor the Warrant Agent shall be
required to issue or deliver any certificate for shares of Common Stock or any
Warrant until the person requesting the same has paid to the Company or Warrant
Agent the amount of such tax or has established to the Company's and to the
Warrant Agent's satisfaction that such tax has been paid.
Section 7. Mutilated or Missing Warrants.
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In case any of the Warrant Certificates shall be mutilated, lost,
stolen or destroyed, the Company may in its discretion issue, and the Warrant
Agent shall then countersign and deliver, in exchange and substitution for and
upon cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent right or
interest, but only upon receipt of evidence satisfactory to the Company and the
Warrant Agent of such loss, theft or destruction of such Warrant Certificate
and, in the case of a lost, stolen or destroyed Warrant Certificate, indemnity,
if requested, also satisfactory to them. Applicants for such substitute
Warrant Certificate shall also comply with such other reasonable regulations
and pay such reasonable charges as the Company or the Warrant Agent may
prescribe.
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Section 8. Reservation of Common Stock.
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There has been reserved, and the Company shall at all times keep
reserved, free from preemptive rights, out of the authorized and unissued
shares of Common Stock, or its authorized and issued Common Stock held in its
Treasury, a number of shares sufficient to satisfy any obligation to issue
shares of Common Stock upon the exercise of the Warrants; and the Transfer
Agent for the shares of Common Stock and every subsequent transfer agent for
any shares of the Company's capital stock issuable upon the exercise of any of
the rights of purchase aforesaid are hereby irrevocably authorized and directed
at all times to reserve such number of authorized and unissued shares as shall
be requisite for such purpose. The Company agrees that all shares of Common
Stock issued upon exercise of the Warrants shall be, at the time of delivery of
the certificates for such shares of Common Stock, duly authorized, validly
issued and outstanding, fully paid and non-assessable and listed on any
national securities exchange upon which the other shares of Common Stock are
then listed. So long as any unexpired Warrants remain outstanding, the Company
will file such post-effective amendments to the Registration Statement (File
No. 333-5570-LA) filed pursuant to the Securities Act of 1933 with respect to
the Warrants (or such other registration statements or post-effective
amendments or supplements) as may be necessary to permit it to deliver to each
person exercising a Warrant, a Prospectus meeting the requirements of such Act
and otherwise complying therewith, and will deliver such a Prospectus to each
such person. The Company will keep a copy of this Agreement on file with the
Transfer Agent for the shares of Common Stock and with every subsequent
transfer agent for any shares of the Company's capital stock issuable upon the
exercise of the rights of purchase represented by the Warrants. The Warrant
Agent is hereby irrevocably authorized to requisition from time to time from
such Transfer Agent stock certificates required to honor outstanding Warrants.
The Company will supply such Transfer Agent with duly executed stock
certificates for such purpose. All Warrants surrendered in the exercise of the
rights thereby evidenced shall be cancelled by the Warrant Agent and shall
thereafter be delivered to the Company, and such cancelled Warrants shall
constitute sufficient evidence of the number of shares of Common Stock which
have been issued upon the exercise of such Warrants. Promptly after the
Expiration Date, the Warrant Agent shall certify to the Company as to the total
aggregate amount of Warrants then outstanding, and thereafter no shares of
Common Stock shall be subject to reservation in respect of such Warrants which
shall have expired.
Section 9. Warrant Price.
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The Warrant Price at which Common Stock shall be purchasable pursuant
to the Warrants shall be $6.00 per share. The Warrant Price is subject to
adjustment, as provided in Section 10 hereof.
Section 10. Adjustments.
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Any and all of the shares of the Common Stock of the Company which may
be acquired by a Warrant holder or his registered assigns as a result of the
exercise, in whole or in part, of this Warrant, shall be subject to the
antidilution adjustments set forth below. It is expressly understood that the
Warrant Price set forth below (before giving effect to any adjustments) shall
mean $6.00 per share of Common Stock.
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(a) In case the Company shall (i) declare a dividend on its Common
Stock in shares of its capital stock, (ii) subdivide its outstanding Common
Stock into a greater number of shares, (iii) combine its outstanding Common
Stock into a smaller number of shares, or (iv) issue any shares by
reclassification of its Common Stock (including any such reclassification in
connection with a consolidation or merger in which the Company is the
continuing corporation), the Warrant Price in effect at the time of the record
date for such dividend or of the effective date of such subdivision,
combination or reclassification shall be proportionately adjusted so that the
warrantholder shall be entitled to receive the kind and aggregate number of
shares of Common Stock which it would have owned or would have been entitled to
receive after the happening of any of the events described above on any record
date with respect thereto, if this Warrant had been exercised immediately prior
to such time such dividend, subdivision, combination or reclassification
occurred. Such adjustment shall be made successively whenever any event listed
above shall occur. If after an adjustment a holder of a Warrant upon exercise
of it may receive shares of two or more classes of capital stock of the
Company, the Company shall determine the allocation of the adjusted Warrant
Price between the classes of capital stock. After such allocation, the
exercise privilege and the Warrant Price of each class of capital stock shall
thereafter be subject to adjustment on terms comparable to those applicable to
Common Stock in this Section.
(b) In case the Company shall fix a record date for the issuance
of rights or warrants to the holders of its Common Stock entitling them to
subscribe for or purchase shares of Common Stock at a price per share less than
the current Warrant Price on such record date, the Warrant Price shall be
adjusted so that the same shall equal the price determined by multiplying the
Warrant Price in effect immediately prior to such record date by a fraction, of
which the numerator shall be the number of shares of Common Stock outstanding
on such record date plus the number of additional shares of Common Stock which
the aggregate offering price of the total number of shares of Common Stock so
offered would purchase at the current Warrant Price, and of which the
denominator shall be the number of shares of Common Stock outstanding on such
record date plus the number of shares of Common Stock offered for subscription
or purchase. Such adjustment shall be made successively whenever such a record
date is fixed; and in the event that such rights or warrants are not so issued,
or, if issued, not exercised by any of the holders of Common Stock, the Warrant
Price shall again be adjusted to be the Warrant Price which would then be in
effect if such record date had not been fixed or to reflect the non-exercise of
such warrants or rights, as the case may be.
(c) In case the Company shall fix a record date for the making of
a distribution to the holders of its Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing corporation) of evidences of its indebtedness or
assets (other than cash dividends out of earned surplus) or subscription rights
or warrants (excluding those referred to in paragraph (b) above), then in each
such case the Warrant Price in effect after such record date shall be
determined by multiplying the Warrant Price in effect immediately prior to such
record date by a fraction, of which the numerator shall be the total number of
outstanding shares of Common Stock multiplied by the current Warrant Price,
less the fair market value (as determined in good faith by the Company's Board
of Directors, whose determination shall be conclusive) of the portion of the
assets or evidences of indebtedness to be distributed or of such subscription
rights or warrants, and of which the
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denominator shall be the total number of outstanding shares of Common Stock on
such record date multiplied by the current Warrant Price. Such adjustment
shall be made successively whenever such a record date is fixed and shall
become effective immediately after the record date for the determination of
stockholders entitled to receive the distribution.
(d) In case the Company shall issue shares of its Common Stock,
excluding shares issued (i) in any of the transactions described in paragraph
(a) above, (ii) upon conversion or exchange of securities convertible into or
exchangeable for Common Stock, (iii) upon exercise of options granted under the
Company's stock option plans, if such shares would otherwise be included in
this paragraph (d), (iv) upon exercise of the Warrants, (v) in connection with
the Company's initial public offering, (vi) upon exercise of rights or warrants
issued to the holders of the Common Stock, (vii) upon the issuance of Common
Stock in connection with a bona fide public offering pursuant to a firm
commitment underwriting or (viii) upon the issuance of Common Stock in
connection with the acquisition of the stock or assets of third party business
entities in bona fide transactions, and (ix) upon the issuance of Common Stock
in a bona fide private placement through a placement agent which is a member
firm of the National Association of Securities Dealers, Inc., but only if no
adjustment is required pursuant to this Section 10 (without regard to paragraph
(i) of this Section 10) with respect to the transaction giving rise to such
rights for a consideration per share less than the current Warrant Price on the
date the Company fixes the offering price of such additional shares, the
Warrant Price shall be adjusted immediately thereafter so that it shall equal
the price determined by multiplying the Warrant Price in effect immediately
prior thereto by a fraction, of which the numerator shall be the total number
of shares of Common Stock outstanding immediately prior to the issuance of such
additional shares plus the number of shares of Common Stock which the aggregate
consideration received (determined as provided in paragraph (g) below) for the
issuance of such additional shares would purchase at the current Warrant Price,
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after the issuance of such additional shares. Such
adjustment shall be made successively whenever such an issuance is made, and
shall become effective immediately after such issuance.
(e) In case the Company shall issue any securities convertible
into or exchangeable for its Common Stock (excluding securities issued in
transactions described in paragraphs (b) and (c) above or any of the
exclusionary clauses (i) through (ix) of paragraph (d) above) for a
consideration per share of Common Stock initially deliverable upon conversion
or exchange of such securities (determined as provided in paragraph (g) below)
less than the current Warrant Price in effect immediately prior to the issuance
of such securities, the Warrant Price shall be adjusted immediately thereafter
so that it shall equal the price determined by multiplying the Warrant Price in
effect immediately prior thereto by a fraction, of which the numerator shall be
the number of shares of Common Stock outstanding immediately prior to the
issuance of such securities plus the number of shares of Common Stock which the
aggregate consideration received (determined as provided in paragraph (g)
below) for such securities would purchase at the current Warrant Price, and of
which the denominator shall be the number of shares of Common Stock outstanding
immediately prior to such issuance plus the maximum number of shares of Common
Stock of the Company deliverable upon conversion of or in exchange for such
securities at the initial conversion or exchange price or rate. Such
adjustment shall be
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made successively whenever such an issuance is made, and shall become effective
immediately after such issuance.
(f) Whenever the Warrant Price payable upon exercise of this
Warrant is adjusted pursuant to paragraphs (a), (b), (c), (d) or (e) above, the
number of shares of Common Stock purchasable upon exercise of this Warrant
shall simultaneously be adjusted by multiplying the number of shares of Common
Stock initially issuable upon exercise of this Warrant by the Warrant Price in
effect on the date immediately preceding such event and dividing the product so
obtained by the Warrant Price, as adjusted.
(g) For purposes of any computation respecting consideration
received pursuant to paragraphs (d) and (e) above, the following shall apply:
(i) in the case of the issuance of shares of Common Stock
for cash, the consideration shall be the amount of
such cash, provided that in no case shall any
deduction be made for any commissions, discounts or
other expenses incurred by the Company for any
underwriting of the issue or otherwise in connection
therewith;
(ii) in the case of the issuance of shares of Common Stock
for a consideration in whole or in part other than
cash, the consideration other than cash shall be
deemed to be the fair market value thereof as
determined in good faith by the Board of Directors of
the Company (irrespective of the accounting treatment
thereof), whose determination shall be conclusive;
and
(iii) in the case of the issuance of securities convertible
into or exchangeable for shares of Common Stock, the
aggregate consideration received therefor shall be
deemed to be the consideration received by the
Company for the issuance of such securities plus the
additional minimum consideration, if any, to be
received by the Company upon the conversion or
exchange thereof (the consideration in each case to
be determined in the same manner as provided in
clauses (i) and (ii) of this paragraph (g)).
(h) No adjustment in the Warrant Price shall be required unless
such adjustment would require an increase or decrease of at least 1% in such
price, provided, however, 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 under this Section
10 shall be made to the nearest cent or to the nearest one-tenth of a share, as
the case may be. Anything in this Section 10 to the contrary notwithstanding,
the Company shall be entitled, but shall not be required, to make such changes
in the Warrant Price, in addition to those required by this Section 10, as it,
in its discretion, shall determine to be advisable in order that any share,
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dividend, subdivision of Common Stock, distribution of rights or warrants to
purchase Common Stock or distribution of evidences of indebtedness or other
assets (other than distributions of cash) hereafter made by the Company to the
holders of its Common Stock shall not result in any tax to the holders of its
Common Stock or securities convertible into Common Stock.
(i) Whenever the Warrant Price is adjusted, as herein provided,
the Company will promptly prepare a certificate signed by the President and
Chief Financial Officer of the Company setting forth (i) the Warrant Price as
so adjusted, (ii) the number of shares of Common Stock or other securities
purchasable upon exercise of the Warrant after such adjustment, and (iii) a
brief statement of the facts accounting for such adjustment. The Company will
promptly file such certificate with its Warrant Agent, if any has been
appointed, and cause a brief summary thereof to be sent by ordinary first class
mail to the warrantholder, at his last address as it shall appear in the
Warrant Register. The affidavit of an officer of the Warrant Agent or the
Secretary or an Assistant Secretary of the Company that such notice has been
mailed shall, in the absence of fraud, be prima facie evidence of the facts
stated therein. The Company may retain a firm of independent public
accountants of recognized standing selected by the Board of Directors (who may
be the regular accountants employed by the Company) to make any computation
required by this Section 10, and a certificate signed by such firm shall be
conclusive evidence of the correctness of such adjustment.
(j) No adjustment need be made for a transaction referred to in
subsections (a), (b), (c), (d) or (e) of this Section 10 if warrantholders are
to participate in the transaction on a basis and with notice that the Board of
Directors determines to be fair and appropriate in light of the basis and
notice on which holders of Common Stock participate in the transaction. No
adjustment need be made for rights to purchase 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 or no par value of the Common Stock. To the
extent the Warrants become convertible into cash, no adjustment need be made
thereafter as to the cash. Interest will not accrue on the cash.
(k) The form of Warrants need not be changed because of any change
pursuant to this Section, and Warrants issued after such change may state the
same Warrant Price and the same number of shares as is stated in such Warrants
initially issued pursuant to this agreement. However, the Company may at any
time in its sole discretion (which shall be conclusive) make any change in the
form of Warrants that the Company may deem appropriate and that does not affect
the substance thereof; and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise,
may be in the form as so changed.
Section 11. Fractional Interest.
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The Company shall not be required to issue fractions of shares of
Common Stock on the exercise of the Warrants. If more than one Warrant shall
be surrendered for exercise at one time by the same holder, the number of full
shares which shall be issuable upon exercise thereof shall be computed on the
basis of the aggregate number of shares of Common Stock purchasable on exercise
Warrants so presented. If any fraction of a share would, except for the
provisions of this Section 11, be issuable upon exercise of a Warrant, the
Company shall pay an amount
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in cash equal to the Warrant Price on the day immediately preceding the date
the Warrant is presented for exercise, multiplied by such fraction.
Section 12. Notices to Warrantholders.
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(a) Upon any adjustment of the Warrant Price and the number of
shares issuable on exercise of a Warrant, then and in each such case the
Company shall give written notice thereof to the Warrant Agent, 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 also publish such notice once in an Authorized Newspaper. For the
purposes of this Agreement, an "Authorized Newspaper" shall mean a newspaper
customarily published on each business day, in one or more morning editions or
one or more evening editions, or both (and whether or not it shall be published
in Saturday and Sunday editions or on holidays), printed in the English
language and of general circulation in the City of New York State of New York.
Failure to give or publish such notice, or any defect therein, shall not affect
the legality of validity of the subject adjustments.
(b) In case at any time:
(1) the Company shall pay any dividends payable in stock
upon its Common Stock or make any distribution (other than regular cash
dividends) to the holders of its Common Stock;
(2) the Company shall offer for subscription pro rata to
the holders of its Common Stock any additional shares of stock of any class or
other rights;
(3) there shall be any capital reorganization or
reclassification (other than a reclassification involving merely the
subdivision or combination of outstanding Common Stock) or merger or
consolidation of the Company with, or sale of all or substantially all of its
assets to, another corporation; or
(4) 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
and publish the same in the manner set forth in this Section 12 hereinabove.
Such notice shall also specify the date as of which the holders of Common Stock
or record shall participate in such dividend, distribution, or subscription
rights, or shall be entitled to exchange their Common Stock 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 and published at least twenty (20)
days prior to the action in question and not less than twenty (20) days prior
to the record date or the date on which the Company's transfer books are closed
in respect thereof. Failure to give or publish such notice, or any defect
therein, shall not affect the legality or validity of any of the matters set
forth in this section 12 inclusive.
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(c) The Company shall cause copies of all financial statements and
reports, proxy statements and other documents as it shall send to its
stockholders to be sent by first-class mail of the United States Postal
Service, postage prepaid, on the date of mailing to such stockholders, to each
registered holder of Warrants at his address appearing on the Warrant register
as of the record date for the determination of the stockholders entitled to
such documents.
Section 13. Disposition of Proceeds on Exercise of Warrants.
------------------------------------------------
(a) The Warrant Agent shall promptly forward to the Company all
monies received by the Warrant Agent for the purchase of shares of Common Stock
through the exercise of Warrants.
(b) The Warrant Agent shall keep copies of this Agreement
available for inspection by holders of Warrants during normal business hours.
Section 14. Merger or Consolidation or Change of Name of Warrant
----------------------------------------------------
Agent.
------
(a) Any corporation or company which may succeed to the business
of the Warrant Agent by any merger or consolidation or otherwise to which the
Warrant Agent shall be a party, or any corporation or company succeeding to the
corporate trust business of the Warrant Agent, shall be the successor to the
Warrant Agent hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto, provided that such
corporation would be eligible for appointment as a successor Warrant Agent
under the provisions of Section 18 of this Agreement. In case at the time such
successor to the Warrant Agent shall succeed to the agency created by this
Agreement, any of the Warrants shall have been countersigned but not delivered,
any such successor to the Warrant Agent may adopt the countersignature of the
original Warrant Agent and deliver such Warrants so countersigned; and in case
at that time any of the Warrants shall not have been countersigned, any
successor to the Warrant Agent shall countersign such Warrants in its own
name; and in all such cases such Warrants shall have the full force provided in
the Warrants and in this Agreement.
(b) In case at any time the name of the Warrant Agent shall be
changed and at such time any of the Warrants shall have been countersigned but
not delivered, the Warrant Agent may adopt the countersignature under its prior
name and deliver Warrants so countersigned; and in case at that time any of the
Warrants shall have been countersigned, the Warrant Agent may countersign such
Warrants either in its prior name or in its changed name; and in all such cases
such Warrants shall have the full force provided in the Warrants and in this
Agreement.
Section 15. Reorganization of the Company.
------------------------------
If the Company consolidates or merges with or into, or transfers or
leases all or substantially all its assets to, any person, upon consummation of
such transaction the Warrants shall automatically become exercisable for the
kind and amount of securities, cash or other assets which the holder of a
Warrant would have owned immediately after the consolidation, merger, transfer
or lease if the holder had exercised the Warrant immediately before the
effective date of the transaction. Concurrently with the consummation of such
transaction, the corporation
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formed by or surviving any such consolidation or merger if other than the
Company, or the person to which such sale or conveyance shall have been made,
shall enter into a supplemental Warrant Agreement so providing and further
providing for adjustments which shall be as nearly equivalent as may be
practical to the adjustments provided for in Section 10 hereof. The successor
Company shall mail to Warrant holders a notice describing the supplemental
Warrant Agreement or the primary exchange on which the Common Stock is traded.
If the issuer of securities deliverable upon exercise of Warrants under the
supplemental Warrant Agreement is an affiliate of the formed, surviving,
transferee or lessee corporation, that issuer shall join in the supplemental
Warrant Agreement. If this subsection 15 applies, subsections (a), (b), (c),
(d) and (e) of Section 10 do not apply.
Section 16. When Issuance or Payment May Be Deferred.
-----------------------------------------
In any case in which Section 10 hereof shall require that an
adjustment in the Warrant Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event (i) issuing to the holder of any Warrant exercised after such record date
the shares of Common Stock or other capital stock of the Company, if any,
issuable upon such exercise on the basis of the Warrant Price and (ii) paying
to such holder any amount in cash in lieu of a fractional share pursuant to
section 12; provided, however, that the Company shall deliver to such holder a
due xxxx or other appropriate instrument evidencing such holder's right to
receive such additional shares of Common Stock, other capital stock and cash
upon the occurrence of the event requiring such adjustment.
Section 17. Redemption.
-----------
(a) Commencing fifteen (15) months after the date of the issuance
of this Warrant and on not less than thirty (30) days notice, the Warrants may
be redeemed, at the option of the Company, at a redemption price of $.01 per
Warrant, provided the Market Price of the Common Stock receivable upon exercise
of the Warrant shall have exceeded $10.00 per share (the "Target Price"),
subject to adjustment as set forth in Section 17(f) below. "Market price" for
the purpose of this Section 17 shall mean the closing bid prices for twenty
(20) consecutive trading days, ending on the third day prior to the date of the
notice of redemption of the Common Stock, as reported by the National
Association of Securities Dealers, Inc.'s Automated Quotation System
("NASDAQ").
(b) In the event the conditions set forth in subparagraph 17(a)
are met, and the Company shall desire to exercise its right so to redeem the
Warrants, it shall mail a notice of redemption to the holders of the Warrants
to be redeemed, first class, postage prepaid, not later than the twentieth day
before the date fixed for redemption, at his/her last address as shall appear
on the records of the Company. Any notice mailed in the manner provided herein
shall be conclusively presumed to have been duly given whether or not the
holder receives such notice.
(c) The notice of redemption shall specify the (i) redemption
price, (ii) the date fixed for redemption, (iii) the place where the Warrant
Certificates shall be delivered and the redemption price paid, and (iv) that
the right to exercise the Warrant shall terminate at
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5:00 p.m. (New York time) on the business day immediately proceeding the date
fixed for redemption. The date fixed for redemption of the Warrants shall be
the Redemption Date. No failure to mail such notice nor any defect therein or
in the mailing thereof shall affect the validity of the proceedings for such
redemption except as to a holder (a) to whom notice was not mailed; or (b)
whose notice was defective. An affidavit of the Secretary of an Assistant
Secretary of the Company that notice of redemption has been mailed shall, in
the absence of fraud, be prima facie evidence of the facts stated therein.
(d) Except as provided herein, any right to exercise a Warrant
shall terminate at 5:00 p.m. (New York time) on the business day immediately
proceeding the Redemption Date. On and after the Redemption Date. On and
after the Redemption Date, the Warrantholders shall have no further rights
except to receive, upon surrender of the Warrant, the redemption price.
(e) From and after the date specified for redemption, the Company
shall, at the place specified in the notice of redemption, upon presentation
and surrender to the Company by or on behalf of the holder thereof of one or
more Warrants to be redeemed, deliver or cause to be delivered to or upon the
written order of such holder a sum in cash equal to the redemption price of
each such Warrant. From and after the date fixed for redemption and upon the
deposit or setting aside by the Company of a sum sufficient to redeem all the
Warrants called for redemption, such Warrants shall expire and become void and
all rights hereunder and under the Warrant Certificates, except the right to
receive payment of the redemption price, shall cease.
(f) If the shares of the Company's Common Stock are subdivided or
combined into a greater or smaller number of shares of Common Stock, the Target
Price shall be proportionately adjusted by the ratio which the total number of
shares of Common Stock outstanding immediately prior to such event bears to the
total number of shares of Common Stock to be outstanding immediately after such
event.
Section 18. Duties of Warrant Agent.
------------------------
The Warrant Agent undertakes the duties and obligations imposed by
this Agreement upon the following terms and conditions, by all of which the
Company and the holders of Warrants, by their acceptance thereof, shall be
bound:
(a) The statements of fact and recitals contained herein and in
the Warrants shall be taken as statements of the Company; and the Warrant Agent
assumes no responsibility for the correctness of any of the same except such as
describe the Warrant Agent and assumes no responsibility with respect to the
distribution of the Warrants except as herein expressly provided.
(b) The Warrant Agent shall not be responsible for any failure of
the Company to comply with any of the covenants contained in this Agreement or
in the Warrants to be complied with by the Company.
(c) The Warrant Agent may consult at any time with counsel
satisfactory to it (who may be counsel for the Company) and the Warrant Agent
shall incur no liability or responsibility
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to the Company or to any holder of any Warrant in respect of any action taken,
suffered or omitted by it hereunder in good faith and in accordance with the
opinion or the advice of such counsel.
(d) The Warrant Agent shall incur no liability or responsibility
to the Company or to any holder of any Warrant for any action taken in reliance
on any notice, resolution, waiver, consent, order, certificate, or other paper,
document or instrument believed by it to be genuine and to have been signed,
sent or presented by the proper party or parties.
(e) The Company agrees to pay to the Warrant Agent reasonable
compensation for all services rendered by the Warrant Agent in the execution of
this Agreement, to reimburse the Warrant Agent for all expenses, taxes and
governmental charges and other charges of any kind and nature incurred by the
Warrant Agent in the execution of this Agreement and to indemnify the Warrant
Agent and save it harmless against any and all liabilities, including
judgments, costs and reasonable counsel fees, for anything done or omitted by
the Warrant Agent in the execution of this Agreement except as a result of the
Warrant Agent's negligence, willful misconduct or bad faith.
(f) The Warrant Agent shall be under no obligation to institute
any action, suit or legal proceeding or to take any other action likely to
involve expenses unless the Company or one or more registered holders of
Warrants shall furnish the Warrant Agent with reasonable security and indemnity
for any costs and expenses which may be incurred, but this provision shall not
affect the power of the Warrant Agent to take such action as the Warrant Agent
may consider proper, whether with or without any such security or indemnity.
All rights of action under this Agreement or under any of the Warrants may be
enforced by the Warrant Agent without the possession of any of the Warrants or
the production thereof at any trial or other proceeding relative thereto, and
any such action, suit or proceeding instituted by the Warrant Agent shall be
brought in its name as Warrant Agent, and any recovery of judgment shall be for
the ratable benefit of the registered holders of the Warrants, as their
respective rights or interests may appear.
(g) The Warrant Agent and any stockholder, director, officer,
partner or employee of the Warrant Agent may buy, sell or deal in the Warrants
or other securities of the Company or become pecuniarily interested in any
transaction in which the Company may be interested, or contract with or lend
money to or otherwise act as fully and freely as though it were not the Warrant
Agent under this Agreement. Nothing herein shall preclude the Warrant Agent
from acting in any other capacity for the Company or for any other legal
entity.
(h) The Warrant Agent shall act hereunder solely as agent and not
in a ministerial capacity, and its duties shall be determined solely by the
provisions hereof. The Warrant Agent shall not be liable for anything which it
may do or refrain from doing in connection with this Agreement except for its
own negligence, willful misconduct or bad faith.
(i) The Warrant Agent may execute and exercise any of the rights
or powers hereby vested in it or perform any duty hereunder either itself or by
or through its attorneys or agents, and the Warrant Agent shall not be
answerable or accountable for any act, default, neglect or
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misconduct of any such attorneys or agents or for any loss to the Company
resulting from such neglect or misconduct, provided reasonable care had been
exercised in the selection and continued employment thereof.
(j) Any request, direction, election, order or demand of the
Company shall be sufficiently evidenced by an instrument signed in the name of
the Company by its President or Vice President or its Secretary or an Assistant
Secretary or its Treasurer or an Assistant Treasurer (unless other evidence in
respect thereof be herein specifically prescribed); and any resolution of the
Board of Directors may be evidenced to the Warrant Agent by a copy thereof
certified by the Secretary or an Assistant Secretary of the Company.
Section 19. Change of Warrant Agent.
------------------------
The Warrant Agent may resign and be discharged from its duties under
this Agreement by giving to the Company notice in writing, and to the holders
of the Warrants notice by mailing such notice to the holders at their addresses
appearing on the Warrant register, of such resignation, specifying a date when
such resignation shall take effect. The Warrant Agent may be removed by like
notice to the Warrant Agent from the Company and by like mailing of notice to
the holders of Warrants. If the Warrant Agent shall resign or be removed or
shall otherwise become incapable of acting, the Company shall appoint a
successor to the Warrant Agent. If the Company shall fail to make such
appointment within a period of 30 days after such removal or after it has been
notified in writing of such resignation or incapacity by the resigning or
incapacitated Warrant Agent or by the registered holder of a Warrant (who
shall, with such notice, submit his Warrant for inspection by the Company),
then the registered holder of any Warrant may apply to any court of competent
jurisdiction for the appointment of a successor to the Warrant Agent. Any
successor warrant agent, whether appointed by the Company or by such a court,
shall be a bank or trust company, in good standing, incorporated under the laws
of any state in the United States of America. After appointment, the successor
warrant agent shall be vested with the same powers, rights, duties and
responsibilities as if it had been originally named as Warrant Agent without
further act or deed; but the former Warrant Agent shall deliver and transfer to
the successor warrant agent all cancelled Warrants, records and property at the
time held by it hereunder, and execute and deliver any further assurance,
conveyance, act or deed necessary for the purpose. Failure to file or mail any
notice provided for in this Section, however, or any defect therein, shall not
affect the legality or validity of the resignation or removal of the Warrant
Agent or the appointment of the successor warrant agent, as the case may be.
Section 20. Identity of Transfer Agent.
---------------------------
Forthwith upon the appointment of any Transfer Agent for the shares of
Common Stock or of any subsequent transfer agent for shares of Common Stock or
other shares of the Company's capital stock issuable upon the exercise of the
rights of purchase represented by the Warrants, the Company shall file with the
Warrant Agent a statement setting forth the name and address of such Transfer
Agent.
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Section 21. Notices.
--------
Any notice pursuant to this Agreement to be given or made by the
Warrant Agent or by the registered holder of any Warrant to or on the Company
shall be sufficiently given or made if sent by prepaid, addressed (until
another address is filed in writing by the Company with the Warrant Agent) as
follows:
Bristol Technology Systems, Inc.
00000 Xxx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxxxx 00000
Any notice pursuant to this Agreement to be given or made by the
Company or by the registered holder of any Warrant to or on the Warrant Agent
shall be sufficiently given or made if sent by first-class mail of the United
States Postal Service, postage prepaid, addressed (until another address is
filed in writing by the Warrant Agent with the Company) as follows:
American Stock Transfer & Trust Company
00 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Section 22. No Stockholder Rights.
----------------------
Nothing contained in this Agreement or in any of the Warrant
Certificates shall be construed as conferring upon the holders thereof the
right to vote or to consent or to receive notice as stockholders in respect of
the meetings of stockholders or the election of Directors of the Company or any
other matter, or any rights whatsoever as stockholders of the Company.
Section 23. Supplements and Amendments.
---------------------------
The Company and the Warrant Agent 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 provision in regard to matters or
questions arising hereunder which the Company and the Warrant Agent 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.
Section 24. Successors.
-----------
All the covenants and provisions of this Agreement by or for the
benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns hereunder.
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Section 25. 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 for all purposes
shall be construed in accordance with the internal laws of said State
applicable to agreements and instruments made and to be performed entirely in
such state without giving effect to the conflicts of law principles thereof.
Section 26. Benefits of This Agreement.
---------------------------
Nothing in this Agreement shall be construed to give to any person or
corporation other than the Company, the Warrant Agent 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, the Warrant Agent and the registered holders of the Warrants.
Section 27. Counterparts.
-------------
This Agreement may be executed in any number of counterparts and each
of such counterparts shall for all purposes be deemed to be an original, and
all such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed, as of the day and year first above written.
BRISTOL TECHNOLOGY SYSTEMS, INC.
By: ________________________________
AMERICAN STOCK TRANSFER & TRUST
COMPANY
By: ________________________________
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[Form of Class A Redeemable Common Stock Purchase Warrant Certificate]
[Face]
No. _____ Warrants
Warrant Certificate
BRISTOL TECHNOLOGY SYSTEMS, INC.
This Warrant Certificate certifies that ______________, or
registered assigns, is the registered holder of Warrants expiring __________,
2002 (the "Warrants") to purchase Common Stock, $.001 par value (the "Common
Stock"), of Bristol Technology Systems, Inc., a Delaware corporation (the
"Company"). Each Warrant entitles the holder upon exercise to receive from the
Company on or before 5:00 p.m. New York City Time on __________, 2002, one
fully paid and nonassessable share of Common Stock (a "Warrant Share") at the
initial exercise price (the "Warrant Price") of $6.00 payable in lawful money
of the United States of America upon surrender to the Company at the office of
the Warrant Agent of this Warrant Certificate and payment to the Company of the
Warrant Price at the office of the Warrant Agent, but only subject to the
conditions set forth herein and in the Warrant Agreement referred to on the
reverse hereof.
The Warrant Price and number of Warrant Shares issuable upon
exercise of the Warrants are subject to adjustment upon the occurrence of
certain events set forth in the Warrant Agreement.
The Warrant may be exercised commencing at the opening of
business, New York City Time on __________, 1997 and terminating at 5:00 p.m.,
New York City Time on __________, 2002, and to the extent not exercised by such
time such Warrants shall become void.
Reference is hereby made to the further provisions of this
Warrant Certificate set forth on the reverse hereof and such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.
This Warrant Certificate shall not be valid unless
countersigned by the Company, as such term is used in the Warrant Agreement.
IN WITNESS WHEREOF, Bristol Technology Systems, Inc. has
caused this Warrant Certificate to be signed by its President and by its
Secretary, each by a facsimile of
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his signature, and has caused a facsimile of its corporate seal to be affixed
hereunto or imprinted hereon.
Dated:
BRISTOL TECHNOLOGY SYSTEMS, INC.
By
----------------------------
President
By
----------------------------
Secretary
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[Form of Class A Redeemable Common Stock Purchase Warrant Certificate]
[Reverse]
The Warrants evidenced by this Warrant Certificate are part of
a duly authorized issue of Warrants expiring __________, 2002, entitling the
holder on exercise to receive shares of Common Stock, $.001 par value, of the
Company (the "Common Stock"), and are issued or to be issued pursuant to a
Warrant Agreement dated as of October __, 1996 (the "Warrant Agreement"), duly
executed and delivered by the Company and American Stock Transfer & Trust
Company (the "Warrant Agent"), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to
for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Company and the holders (the words "holders" or
"holder" meaning the registered holders or registered holder) of the Warrants.
A copy of the Warrant Agreement may be obtained by the holder hereof upon
written request to the Warrant Agent.
Warrants may be exercised commencing at the opening of
business New York City Time on __________, 1997 and terminating at 5:00 p.m.,
New York City Time, on __________, 2002. The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant
Certificate, with the form of election to purchase set forth hereon properly
completed and executed, together with payment of the Warrant Price in cash or
by certified check or bank draft payable to the order of the Company at the
office of the Warrant Agent. In the event that upon any exercise of Warrants
evidenced hereby the number of Warrants exercised shall be less than the total
number of Warrants evidenced hereby, there shall be issued to the holder hereof
or his assignee a new Warrant Certificate evidencing the number of Warrants not
exercised. No adjustment shall be made for any dividends on any Common Stock
issuable upon exercise of this Warrant.
The Warrant Agreement provides that upon the occurrence of
certain events the Warrant Price set forth on the face hereof may, subject to
certain conditions, be adjusted. If the Warrant Price is adjusted, the Warrant
Agreement provides that the number of shares of Common Stock issuable upon the
exercise of each Warrant shall be adjusted. No fractions of a share of Common
Stock will be issued upon the exercise of any Warrant, but the Company will pay
the cash value thereof determined as provided in the Warrant Agreement.
Warrant Certificates, when surrendered at the office of the
Company by the registered holder thereof in person or by legal representative
or attorney duly authorized in writing, may be exchanged, in the manner and
subject to the limitations provided in the Warrant Agreement, but without
payment of any service charge, for another Warrant Certificate or Warrant
Certificates of like tenor evidencing in the aggregate a like number of
Warrants.
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Upon due presentation for registration of transfer of this
Warrant Certificate at the office of the Warrant Agent a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in
the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.
The Company may deem and treat the registered holder(s) thereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, of any distribution to the holder(s) hereof, and for all other
purposes, and the Company shall not be affected by any notice to the contrary.
Neither the Warrants nor this Warrant Certificate entitles any holder hereof to
any rights of a stockholder of the Company.
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[Form of Election to Purchase]
(To Be Executed Upon Exercise Of Warrant)
The undersigned hereby irrevocably elects to exercise the
right, represented by this Warrant Certificate, to receive __________ shares of
Common Stock and herewith tenders payment for such shares to the order of
Bristol Technology Systems, Inc. in the amount of $______ in accordance with
the terms hereof.
The undersigned requests that a certificate for such shares be
registered in the name of __________________________, whose address is ________
__________________________________________ and that such shares be delivered to
______________________________ whose address is _______________________________
_______________________________________________________________________________.
If said number of shares is less than all of the shares of
Common Stock purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of such shares be registered in
the name of ________________________________________, whose address is ________
______________________________________, and that such Warrant Certificate be
delivered to __________________________________________________________________
___________________________, whose address is _________________________________
_______________________________________________________________________________.
Signature:
Date:
Signature Guaranteed:
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