Exhibit 4.3
THIS WARRANT AND THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER SECURITIES LAWS, HAVE BEEN
TAKEN FOR INVESTMENT, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR
TRANSFER UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND OTHER APPLICABLE
SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR IN THE
OPINION OF COUNSEL (WHICH OPINION IS REASONABLY SATISFACTORY TO THE ISSUER OF
THESE SECURITIES), SUCH REGISTRATION UNDER SUCH ACT AND OTHER APPLICABLE
SECURITIES LAWS IS NOT REQUIRED.
Warrant Certificate Warrant to Purchase
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Number Shares
INTELIDATA TECHNOLOGIES CORPORATION
(Incorporated under the laws of the State of Delaware)
WARRANT CERTIFICATE FOR THE PURCHASE OF SHARES OF
THE $.001 PAR VALUE COMMON STOCK
Warrant Price: $2.75 per share subject to adjustment as provided below.
THIS IS TO CERTIFY that, for value received, ____________ or its
registered assigns (either or both of whom are referred to herein as the
"Holder"), is entitled to purchase, subject to the terms and conditions
hereinafter set forth, up to ________ shares of the $.001 par value common stock
("Common Stock") of InteliData Technologies Corporation, a Delaware corporation
(the "Company"), and to receive certificate(s) for the Common Stock so
purchased.
1. Exercise Period and Vesting. This Warrant is issued by the
----------------------------
Company pursuant to that certain Subscription Agreement between the Company and
Holder (the "Agreement"). The "Exercise Period" is the period beginning on the
date of this Warrant (the "Issuance Date") and ending at 5:00 p.m., Dallas,
Texas time, on ______ __, 2003. This Warrant will terminate automatically and
immediately upon the expiration of the Exercise Period.
2. Exercise of Warrant. Subject to the second paragraph below in
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this Section 2, this Warrant may be exercised, in whole or in part, at any time
and from time to time during the Exercise Period. Such exercise shall be
accomplished by tender to the Company of the aggregate purchase price equal to
the number of shares of Common Stock for which this Warrant is being exercised
multiplied by the warrant price set forth above as (the "Warrant Price"), in
cash or by certified check or bank cashier's check, payable to the order of the
Company, together with presentation and surrender to the Company of this Warrant
Certificate with an executed subscription in substantially the form attached
hereto as Exhibit A (the "Warrant Subscription"). Upon receipt of the foregoing,
the Company will deliver to the Holder, as promptly as possible, a certificate
or certificates representing the shares of Common Stock so purchased, registered
in the name of the Holder or its designee. With respect to any exercise of this
Warrant, the Holder will for all purposes be deemed to have become the holder of
record of the number of shares of Common Stock purchased hereunder on the date
this Warrant, a properly executed Warrant Subscription and payment of the
Warrant Price are received by the Company (the "Exercise Date"), irrespective of
the date of delivery of the certificate evidencing such shares, except that, if
the date of such receipt is a date on which the stock transfer books of the
Company are closed, such person will be deemed to have become the holder of such
shares at the close of business on the next succeeding date on which the stock
transfer books are open. Fractional shares of Common Stock will not be issued
upon the exercise of this Warrant. In lieu of any fractional shares that would
have been issued but for the immediately preceding sentence, the Holder will be
entitled to
receive cash equal to the current market price of such fraction of a
share of Common Stock on the trading day immediately preceding the Exercise
Date. In the event this Warrant is exercised in part, the Company shall issue a
new Warrant Certificate to the Holder covering the aggregate number of shares of
Common Stock as to which this Warrant remains exercisable.
The Company may, at its option, redeem all or any portion of this
Warrant, at a redemption price of $0.01 per share of underlying Common Stock, if
the last reported sales price of the Common Stock on the Nasdaq National Market
or Nasdaq Small Cap Market is at least 164% of the then current Warrant Price
(as may be adjusted from time to time pursuant to Section 4 below) for 10 (ten)
consecutive trading days. The Company shall deliver Holder written notice of any
such redemption (the "Redemption Notice"). Holder shall have ten (10) business
days from the date of delivery of the Redemption Notice to elect to exercise the
portion of this Warrant to be redeemed by exercising this Warrant pursuant to
the first paragraph of this Section 2. If Holder fails to exercise this Warrant
during such ten (10) day period, then the redemption shall occur on the date
immediately following the expiration of such ten (10) day period.
3. Transferability and Exchange.
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(a) This Warrant and the Common Stock issuable upon the
exercise hereof shall be transferable from time to time by the Holder upon
written notice to the Company; provided, that, in the event of any such
transfer, pledge or hypothecation, the Company shall have been provided with an
opinion of counsel (which may or may not be counsel for the Company), or other
evidence reasonably satisfactory to it, that such transfer is not in violation
of the Securities Act, and any applicable state securities laws. If this Warrant
is transferred, in whole or in part, upon surrender of this Warrant to the
Company, the Company shall deliver to each transferee a Warrant evidencing the
rights of such transferee to purchase the number of shares of Common Stock that
such transferee is entitled to purchase pursuant to such transfer. The Company
may place a legend on this Warrant or any replacement Warrant and on each
certificate representing shares issuable upon exercise of this Warrant as to
which the Company has not been provided evidence that the transfer of such
security would not be in violation of the Securities Act and any applicable
state securities laws. Only a registered Holder may enforce the provisions of
this Warrant against the Company. A transferee of the original registered Holder
becomes a registered Holder only upon delivery to the Company of the original
Warrant and an original Assignment, substantially in the form set forth in
Exhibit B attached hereto.
(b) This Warrant is exchangeable upon its surrender by the
Holder to the Company for new Warrants of like tenor and date representing in
the aggregate the right to purchase the number of shares purchasable hereunder,
each of such new Warrants to represent the right to purchase such number of
shares as may be designated by the Holder at the time of such surrender.
(c) The holder of this Warrant understands that this Warrant
has not been, and is not expected to be, registered under the Securities Act or
any state securities laws, and may not be offered for sale, sold, assigned or
transferred unless (a) subsequently registered thereunder, or (b) such holder
shall have delivered to the Company an opinion of counsel, from counsel and in
form reasonably acceptable to the Company, to the effect that the securities to
be sold, assigned or transferred may be sold, assigned or transferred pursuant
to an exemption from such registration all shares purchasable upon excise of the
Warrant and to all resales or other transfers thereof pursuant to the Securities
Act.
4. Adjustments to Warrant Price. The Warrant Price and, to the
extent specifically provided, the number of shares of Common Stock purchasable
upon the exercise of this Warrant are subject to adjustment from time to time
upon the occurrence of any of the events specified in this Section 4. For the
purpose of this Section 4, the following terms shall have the following
meanings:
(i) "Common Stock" shall mean the Company's common
stock, par value $0.001 per share, and any capital stock
into which such Common Stock shall have been changed or
any capital stock resulting from a reclassification of
such Common Stock.
(ii) "Approved Stock Plan" shall mean any plan or
agreement that has been approved by the Board of
Directors of the Company, pursuant to which the
Company's securities may be issued to any employee,
officer, director, consultant or other service provider
for services provided to the Company.
(iii) "Other Securities" means (i) those rights,
warrants, options or convertible securities of the
Company issued prior to, and outstanding on, the date of
issuance of this Warrant, or Common Stock issued or
issuable upon the exercise or conversion of such rights,
warrants, options or convertible securities,(ii) the
Common Stock issued or issuable pursuant to this
Warrant, (iii) the warrant issued to Stonegate
Securities, Inc. (the "Placement Agent Warrant"),
and (iv) the Common Stock issued or issuable
pursuant to the Placement Agent Warrant.
(a) In case the Company shall (i) pay a dividend or make
a distribution in shares of Common Stock or other securities, (ii) subdivide its
outstanding shares of Common Stock into a greater number of shares, (iii)
combine its outstanding shares of Common Stock into a smaller number of shares,
or (iv) issue by reclassification of its shares of Common Stock other securities
of the Company, then 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, and the number and kind of securities issuable on such date,
shall be proportionately adjusted so that the Holder of any Warrant thereafter
exercised shall be entitled to receive the aggregate number and kind of shares
of Common Stock (or such other securities other than Common Stock) of the
Company that, if such Warrant had been exercised immediately prior to such date,
the Holder would have owned upon such exercise and been entitled to receive by
virtue of such dividend, distribution, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.
(b) In case the Company shall issue or sell any shares of
Common Stock for a consideration per share less than the current market price
per share of Common Stock on the date of such issue or sale, except for
securities issued or issuable (or deemed issued or issuable) in connection with
an Approved Stock Plan or upon the exercise of Other Securities, then in each
such case the Warrant Price shall forthwith be adjusted to equal the then
current Warrant Price times the quotient obtained by dividing (i) the sum of (x)
the number of shares of Common Stock outstanding immediately prior to such issue
or sale, plus (y) the consideration, if any, received by the Company upon such
issue or sale, divided by the current market price per share of Common Stock on
the date of such issue or sale, by (ii) the number of shares of Common Stock
outstanding immediately after such issue or sale.
In any determination of an adjusted Warrant Price, (i) the number of
shares of Common Stock outstanding at any given time shall exclude shares in the
treasury of the Company and shall include shares issuable in respect of script
certificates issued in lieu of fractions of shares of Common Stock, (ii) in the
case of the issue of shares of Common Stock for cash, the consideration received
by the Company therefor shall be deemed to be the amount of cash received by the
Company for such shares, without deduction of the costs, expenses, fees and
commissions incidental to the issue and sale thereof, and (iii) in the case of
the issue of shares of Common Stock for a consideration in whole or in part
other than cash, the consideration received by the Company therefor shall be
deemed to be the fair value to the Company of such consideration as determined
in good faith by, and reflected in a formal resolution of, the Board of
Directors of the Company.
In case of the issuance by the Company of any security that is convertible
into shares of Common Stock at a price less than the current market price per
share of Common Stock on the date of such issuance, or of any rights, warrants
or options to purchase shares of Common Stock at a price less than the current
market price per share of Common Stock on the date of such issuance, (i) the
Company shall be deemed to have issued the maximum number of shares of Common
Stock deliverable upon the exercise of such conversion privileges or rights,
warrants or options, and (ii) the consideration therefor shall be deemed to be
(A) the consideration actually received by the Company for the issuance of such
convertible securities, rights, warrants or options, as the case may be, without
deduction of the costs, expenses, fees and commissions incidental to the issue
and sale thereof, plus (B) the additional minimum consideration, if any, to be
received by the Company in connection with such conversion or upon the exercise
of such rights, warrants or options. No further adjustment of the Warrant Price
shall be made as a result of the actual issuance of the shares of Common Stock
referred to in this paragraph. Upon the expiration of such rights, warrants or
options, or the termination of such privilege to convert, the Warrant Price and
the number of shares of Common Stock purchasable upon exercise of this Warrant
shall be readjusted to such Warrant Price and such number of shares of Common
Stock as would have pertained had the adjustments made upon the issuance of such
rights, warrants, options or convertible securities been made upon the basis of
the issuance of only the number of shares of Common Stock actually delivered
upon the exercise of such rights, warrants or options or upon the conversion of
such securities.
(c) In case the Company shall fix a record date for the
making of a distribution to all holders of Common Stock (including any such
distribution made in connection with a consolidation or merger in which the
Company is the surviving corporation) of cash, evidences of indebtedness or
assets, or subscription rights or warrants (excluding those referred to in
subsection (a) above), the Warrant Price to be 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, the numerator of which shall be the current
market price per share of Common Stock on such record date, less the amount of
cash so to be distributed or the fair market value (as determined in good faith
by, and reflected in a formal resolution of, the Board of Directors of the
Company) of the portion of the assets or evidences of indebtedness so to be
distributed, or of such subscription rights or warrants, applicable to one share
of Common Stock, and the denominator of which shall be such current market price
per share of Common Stock. Such adjustment shall be made successively whenever
such a record date is fixed; and in the event that such distribution is not so
made, 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.
(d) For the purpose of any computation under any subsection
of this Section 4, the "current market price" per share of Common Stock on any
date shall be the per share price of the Common Stock on the trading day
immediately prior to the event requiring an adjustment hereunder and shall be:
(i) if the principal trading market for such securities is a national or
regional securities exchange, the closing price on such exchange on such day; or
(ii) if sales prices for shares of Common Stock are reported by the Nasdaq
National Market System or Nasdaq Small Cap Market (or a similar system then in
use), the last reported sales price so reported on such day; or (iii) if neither
(i) nor (ii) above are applicable, and if bid and ask prices for shares of
Common Stock are reported in the over-the-counter market by Nasdaq (or, if not
so reported, by the National Quotation Bureau), the average of the high bid and
low ask prices so reported on such day. Notwithstanding the foregoing, if there
is no reported closing price, last reported sales price, or bid and ask prices,
as the case may be, for the day in question, then the current market price shall
be determined as of the latest date prior to such day for which such closing
price, last reported sales price, or bid and ask prices, as the case may be, are
available, unless such securities have not been traded on an exchange or in the
over-the-counter market for 30 or more consecutive days immediately prior to the
day in question, in which case the current market price shall be determined in
good faith by, and reflected in a formal resolution of, the Board of Directors
of the Company.
(e) Notwithstanding any provision herein to the contrary, no
adjustment in the Warrant Price shall be required unless such adjustment would
require an increase or decrease of at least 1% in the Warrant Price; provided,
however, that any adjustments which by reason of this subsection (e) are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 4 shall be made to
the nearest cent or the nearest one-hundredth of a share, as the case may be.
(f) In the event that at any time, as a result of an
adjustment made pursuant to Section 4(a), the Holder of any Warrant thereafter
exercised shall become entitled to receive any shares of capital stock of the
Company other than shares of Common Stock, thereafter the number of such other
shares so receivable upon exercise of any Warrant 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 shares of Common Stock contained in this
Section 4, and the other provisions of this Warrant shall apply on like terms to
any such other shares.
(g) If the Company merges or consolidates into or with
another corporation or entity, or if another corporation or entity merges into
or with the Company (excluding such a merger or consolidation in which the
Company is the surviving or continuing corporation and which does not result in
any reclassification, conversion, exchange, or cancellation of the outstanding
shares of Common Stock), or if all or substantially all of the assets or
business of the Company are sold or transferred to another corporation, entity,
or person, then, as a condition to such consolidation, merger, or sale (a
"Transaction"), lawful and adequate provision shall be made whereby the Holder
shall have the right from and after the Transaction to receive, upon exercise of
this Warrant and upon the terms and conditions specified herein and in lieu of
the shares of the Common Stock that would have been issuable if this Warrant had
been exercised immediately before the Transaction, such shares of stock,
securities, or assets as the Holder would have owned immediately after the
Transaction if the Holder had exercised this Warrant immediately before the
effective date of the Transaction. The Company shall not effect any Transaction
unless prior to or simultaneously with the consummation thereof the successor
corporation, entity, or person (if other than the Company) resulting from the
Transaction or purchasing assets or the business of the Company in the
Transaction shall either (i) assume by written instrument the obligation to
deliver to the Holder such shares of stock, securities, or assets as, in
accordance with the foregoing provisions, the Holder may be entitled to receive
or (ii) deliver an amount in immediately available funds equal to the
difference between the current market price as of the trading date immediately
preceding the effective date of the Transaction and the Warrant Price in
exchange for the cancellation of the Warrant.
(h) In case any event shall occur as to which the other
provisions of this Section 4 are not strictly applicable but the failure to make
any adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles hereof, then, in
each such case, the Company shall effect such adjustment, on a basis consistent
with the essential intent and principles established in this Section 4, as may
be necessary to preserve, without dilution, the purchase rights represented by
this Warrant.
5. Representations of Holder. The holder of this Warrant, by the
acceptance hereof, represents that it is acquiring this Warrant and the shares
issuable upon exercise of this Warrant for its own account for investment only
and not with a view towards, or for resale in connection with, the public sale
or distribution of this Warrant or the shares issuable upon exercise of this
Warrant, except pursuant to sales registered or exempted under the Securities
Act. The holder of this Warrant further represents, by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in Rule 501(a)(1) of Regulation D promulgated by the Securities and Exchange
Commission under the Securities Act (an "Accredited Investor"). Upon exercise of
this Warrant, the holder shall confirm in writing, in a form satisfactory to the
Company, that the shares issuable upon exercise of the Warrant are being
acquired solely for the holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale and
that such holder is an Accredited Investor. If such holder cannot make such
representations because they would be factually incorrect, it shall be a
condition to such holder's exercise of this Warrant that the Company receive
such other representations as the Company considers reasonably necessary to
assure the Company that the issuance of its securities upon exercise of this
Warrant shall not violate any United States or state securities laws.
6. Registration Rights. The Holder shall be entitled to the
--------------------
benefits of the registration rights set forth in the Subscription Agreement, by
and between the Company and Holder, dated ________ __, 2001 (the "Subscription
Agreement").
7. Reservation of Shares. The Company agrees at all times to
---------------------
reserve and hold available out of the aggregate of its authorized but unissued
Common Stock the number of shares of its Common Stock issuable upon the full
exercise of this Warrant. The Company further covenants and agrees that all
shares of Common Stock that may be delivered upon the exercise of this Warrant
will, upon delivery, be fully paid and nonassessable and free from all taxes,
liens and charges with respect to the purchase thereof hereunder.
8. Notices to Holder. Upon any adjustment of the Warrant Price (or
------------------
number of shares of Common Stock purchasable upon the exercise of this Warrant)
pursuant to Section 4, the Company shall promptly thereafter cause to be given
to the Holder written notice of such adjustment. Such notice shall include the
Warrant Price (and/or the number of shares of Common Stock purchasable upon the
exercise of this Warrant) after such adjustment, and shall set forth in
reasonable detail the Company's method of calculation and the facts upon which
such calculations were based. Where appropriate, such notice shall be given in
advance and included as a part of any notice required to be given under the
other provisions of this Section 8.
In the event of (a) any fixing by the Company of a record date with respect
to the holders of any class of securities of the Company for the purpose of
determining which of such holders are entitled to dividends or other
distributions, or any rights to subscribe for, purchase or otherwise acquire any
shares of capital stock of any class or any other securities or property, or to
receive any other right, or (b) any capital reorganization of the Company, or
reclassification or recapitalization of the capital stock of the Company or any
transfer of all or substantially all of the assets or business of the Company
to, or consolidation or merger of the Company with or into, any other entity or
person, or (c) any voluntary or involuntary dissolution or winding up of the
Company, then and in each such event the Company will give the Holder a written
notice specifying, as the case may be, (i) the record date for the purpose of
such dividend, distribution, or right, and stating the amount and character of
such dividend, distribution, or right; or (ii) the date on which any such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, conveyance, dissolution, liquidation, or winding up is to take place and
the time, if any is to be fixed, as of which the holders of record of Common
Stock (or such capital stock or securities receivable upon the exercise of this
Warrant) shall be entitled to exchange their shares of Common Stock (or such
other stock securities) for securities or other property deliverable upon such
event. Any such notice shall be given at least 20 days prior to the earliest
date therein specified.
9. No Rights as a Stockholder. This Warrant does not entitle the
--------------------------
Holder to any voting rights or other rights as a stockholder of the Company, nor
to any other rights whatsoever except the rights herein set forth.
10. Additional Covenants of the Company. At all such times as the
-----------------------------------
Common Stock is listed for trading on any regional or national securities
exchange or Nasdaq, the Company shall, upon issuance of any shares for which
this Warrant is exercisable, at its expense, promptly obtain and maintain the
listing of such shares. The Company shall comply with the reporting requirements
of Sections 13 and 15(d) of the Exchange Act for so long as and to the extent
that such requirements apply to the Company. The Company shall not, by amendment
of its Certificate of Incorporation or through any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities, or any
other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant. Without limiting the generality of the
foregoing, the Company (a) will at all times reserve and keep available, solely
for issuance and delivery upon exercise of this Warrant, shares of Common Stock
issuable from time to time upon exercise of this Warrant, (b) will not increase
the par value of any shares of capital stock receivable upon exercise of this
Warrant above the amount payable therefor upon such exercise, and (c) will take
all such actions as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable stock.
11. Specific Performance. The Company stipulates that remedies at
---------------------
law, in money damages, available to the Holder or to a holder of Common Stock
issued pursuant to the exercise of this Warrant, in the event of any default or
threatened default by the Company in the performance of or compliance with any
of the terms of this Warrant, are not and will not be adequate. Therefore, the
Company agrees that the terms of this Warrant may be specifically enforced by a
decree for the specific performance of any agreement contained herein or by an
injunction against a violation of any of the terms hereof or otherwise.
12. Successors and Assigns. This Agreement shall be binding upon
------------------------
and inure to the benefit of the Company, the Holder and their respective
successors and permitted assigns.
13. Notices. The Company agrees to maintain a ledger of the
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ownership of the Warrants (the "Warrant Ledger). Any notice hereunder shall be
given by registered or certified mail if to the Company, at its principal
executive office and, if to the Holder, to its address shown in the Warrant
Ledger of the Company, provided that the Holder may at any time on three (3)
days' written notice to the Company designate or substitute another address
where notice is to be given. Notice shall be deemed given and received after a
certified or registered letter, properly addressed with postage prepaid, is
deposited in the U.S. mail or after delivered, properly addressed with the
delivery charge prepaid, to a reliable overnight courier service.
14. Severability. Every provision of this Warrant is intended to
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be severable. If any term or provision hereof is illegal or invalid for any
reason whatsoever, such illegality or invalidity shall not affect the remainder
of this Warrant.
15. Governing Law. This Warrant shall be governed by and construed
--------------
in accordance with the laws of the State of Delaware without giving effect to
the principles of choice of laws thereof.
16. Attorneys' Fees. In any action or proceeding brought to enforce
---------------
any provision of this Warrant, the prevailing party shall be entitled to recover
reasonable attorneys' fees in addition to its costs and expenses and any other
available remedy.
17. Entire Agreement. This Warrant (including the exhibits attached
-----------------
hereto) and the Subscription Agreement constitute the entire understanding
between the Company and the Holder with respect to the subject matter hereof,
and supersedes all prior negotiations, discussions, agreements and
understandings relating to such subject matter.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer, and its corporate seal hereunto affixed.
DATED: ____________________
INTELIDATA TECHNOLOGIES CORPORATION
By: ________________________________
Xxxxxx X. Xxxxxxxx, Xx.
Chief Executive Officer
EXHIBIT A
SUBSCRIPTION FORM
(To be Executed by the Holder to Exercise the Rights To Purchase Common
Stock Evidenced by the Within Warrant)
The undersigned hereby irrevocably subscribes for ___________ shares (the
"Stock") of the Common Stock of InteliData Technologies Corporation ("Company")
pursuant to and in accordance with the terms and conditions of the attached
Warrant, and hereby makes payment of $______________ therefor by tendering cash
or delivering a certified check or bank cashier's check, payable to the order of
the Company. The undersigned requests that a certificate for such shares be
issued in the name of the undersigned and be delivered to the undersigned at the
address stated below. If such number of shares is not all of the shares
purchasable pursuant to the attached Warrant, the undersigned requests that a
new Warrant of like tenor for the balance of the remaining shares purchasable
thereunder be delivered to the undersigned at the address stated below.
In connection with the issuance of the Stock, I hereby represent to the
Company that I am acquiring the Stock for my own account for investment and not
with a view to, or for resale in connection with, a distribution of the shares
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").
I understand that because the Stock has not been registered under the
Securities Act, I must hold such Stock indefinitely unless such Stock is
subsequently registered and qualified under the Securities Act or is exempt from
such registration and qualification. I shall make no transfer or disposition of
the Stock unless (a) such transfer or disposition can be made without
registration under the Securities Act by reason of a specific exemption from
such registration and such qualification, or (b) a registration statement has
been filed pursuant to the Securities Act and has been declared effective with
respect to such disposition.
I agree that each certificate representing the Stock delivered to me shall
bear substantially the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE "SECURITIES ACT") OR UNDER APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE
EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE SELLER
DELIVERS TO THE COMPANY AN OPINION OF COUNSEL SATISFACTORY TO
THE COMPANY CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION.
INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
PERIOD OF TIME.
I further agree that the Company may place stop orders on the certificates
evidencing the Stock with the transfer agent, if any, to the same effect as the
above legend. The legend and stop transfer notice referred to above shall be
removed only upon my furnishing to the Company an opinion of counsel (reasonably
satisfactory to the Company) to the effect that such legend may be removed.
Date:_________________________ Signed:______________________________
Address: ____________________________________________
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A-1
EXHIBIT B
---------
ASSIGNMENT
(To be Executed by the Holder to Effect Transfer of the Within Warrant)
For ___ Value ____ Received ____ __________________________ ____ hereby ___
sells, ____ assigns ___ and ___ transfers ___ to _____________________________
this Warrant and the rights represented hereby to purchase _________ shares of
Common Stock in accordance with the terms and conditions hereof, and does hereby
irrevocably constitute and appoint _____________________________ as attorney to
transfer this Warrant on the books of the Company with full power of
substitution.
Date:____________________ Signed:_____________________________________
Please print or typewrite name Please insert Social Security or other Tax
and address of assignee: Identification Number of Assignee:
-------------------------------- -------------------------------------
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B-1
