EXHIBIT 4.11
THIS CLASS A BRIDGE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") NOR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED,
SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER
THE ACT AND ANY APPLICABLE STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH
RESPECT THERETO, OR (2) RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL TO THE
COMPANY THE EFFECT THAT REGISTRATION UNDER THE ACT OF APPLICABLE STATE
SECURITIES LAW IS NOT REQUIRED IN CONNECTION WITH THE PROPOSED TRANSFER.
CLASS A BRIDGE W-__
Class A Bridge Warrant to Purchase _______ Shares of Common Stock
CLASS A BRIDGE WARRANT
TO PURCHASE COMMON STOCK
OF
INFOSAFE SYSTEMS, INC.
This is to Certify That, FOR VALUE RECEIVED,
_________________________ _____________________ ("Holder"), the obligee of the
Company's 10% Bridge Note (the "Bridge Note") of even date herewith in the
principal amount of $[ ], is entitled to purchase, subject to the provisions of
this Class A Bridge Warrant, from Infosafe Systems, Inc., a Delaware corporation
("Company"), ___________________________ fully paid, validly issued and
nonassessable shares of Class A Common Stock, par value $0.01 per share, of the
Company ("Common Stock") at a price of $.50 per share at any time or from time
to time during the period beginning on the one hundred eightieth (180th) day
after the date of issuance of such Bridge Note Unit (the "Class A Commencement
Date"), until the date which is thirty six (36) months after such date (the
"Class A Expiration Date"). Notwithstanding the foregoing sentence, provided
that more than one year has elapsed since the issuance of the Class A Bridge
Warrants, if the bid price of the Common Stock shall exceed $1.50 per share for
ten (10) consecutive trading days, the Company may accelerate the Expiration
Date to a date not less than ten (10) business days after the mailing of the
Acceleration Notice (in the form annexed hereto) to the Holder. The shares of
Common Stock deliverable upon such exercise are hereinafter sometimes referred
to as "Warrant Shares" and the exercise price of a share of Common Stock is
hereinafter sometimes referred to as the "Exercise Price."
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(a) EXERCISE OF CLASS A BRIDGE WARRANT. This Class A Bridge
Warrant may be exercised in whole or in part at any time or from time to time on
or after the Commencement Date and until 5:00 p.m. New York Time on the
Expiration Date; provided, however, that if such day is a day on which banking
institutions in the State of New York are authorized by law to close, then on
the next succeeding day which shall not be such a day. This Warrant may be
exercised by presentation and surrender hereof to the Company at its principal
office, or at the office of its stock transfer agent, if any, with the Purchase
Form annexed hereto duly executed and accompanied by payment of the Exercise
Price in the form of a wire transfer or Federal funds check for the number of
Warrant Shares specified in such form. As soon as practicable after each such
exercise of the warrants, but not later than seven (7) days from the date of
such exercise, the Company shall issue and deliver to the Holder a certificate
or certificate for the Warrant Shares issuable upon such exercise, registered in
the name of the Holder or its designee. If this Class A Bridge Warrant should be
exercised in part only, the Company shall, upon surrender of this Class A Bridge
Warrant for cancellation, execute and deliver a new Class A Bridge Warrant
evidencing the rights of the Holder thereof to purchase the balance of the Class
A Bridge Warrant Shares purchasable thereunder. Upon receipt by the Company of
this Class A Bridge Warrant at its office, or by the stock transfer agent of the
Company at its office, if any, in proper form for exercise, the Holder shall be
deemed to be the holder of record of the shares of Common Stock issuable upon
such exercise, notwithstanding that the stock transfer books of the Company
shall then be closed or that certificates representing such shares of Common
Stock shall not then be physically delivered to the Holder.
(b) RESERVATION OF SHARES. The Company shall at all times reserve
for issuance and/or delivery upon exercise of this Class A Bridge Warrant such
number of shares of its Common Stock as shall be required for issuance and
delivery upon exercise of the Class A Bridge Warrants.
(c) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Class
A Bridge Warrant is exchangeable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company or at the office of its
stock transfer agent, if any, for other warrants of different denominations
entitling the holder thereof to purchase in the aggregate the same number of
shares of Common Stock purchasable hereunder. Upon surrender of this Class A
Bridge Warrant to the Company at its principal office or at the office of its
stock transfer agent, if any, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax the Company shall, without
charge, execute and deliver a new Class A Bridge Warrant in the name of the
assignee named in such instrument of assignment and this Class A Bridge Warrant
shall promptly be canceled. This Class A Bridge Warrant may be divided or
combined with other warrants which carry the same rights upon presentation
hereof at the principal office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the names and
denominations in which new Class A Bridge Warrants are to be issued and signed
by the Holder hereof The term "Class A Bridge Warrant" as used herein includes
any Class A Bridge Warrants into which this Class A Bridge Warrant may be
divided or exchanged. Upon receipt by the Company of evidence satisfactory to it
of the loss, theft, destruction or mutilation of this Class A Bridge Warrant,
and (in the case of loss, theft or destruction) of reasonably satisfactory in
indemnification, and upon surrender and cancellation of this Class A Bridge
Warrant, if mutilated, the Company will
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execute and deliver a new Class A Bridge Warrant of like tenor and date. Any
such new Class A Bridge Warrant executed and delivered shall constitute an
additional contractual obligation on the part of the Company, whether or not
this Class A Bridge Warrant so lost, stolen, destroyed, or mutilated shall be at
any time enforceable by anyone.
(d) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in the Class
A Bridge Warrant and are not enforceable against the Company except to the
extent set forth herein.
(e) RESTRICTIVE LEGEND. Unless a registration statement is in
effect covering the Warrant Shares when issued, each Warrant Share, when issued,
shall include a legend in substantially the following form: THESE SHARES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") NOR UNDER ANY
STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE
TRANSFERRED UNTIL A (1) REGISTRATION STATEMENT UNDER THE ACT AND ANY APPLICABLE
STATE SECURITIES LAW HAS BECOME EFFECTIVE WITH RESPECT THERETO, OR (2) RECEIPT
BY THE COMPANY OF AN OPINION OF COUNSEL TO THE COMPANY TO THE EFFECT THAT
REGISTRATION UNDER THE ACT OR APPLICABLE STATE SECURITIES LAW IS NOT REQUIRED IN
CONNECTION WITH THE PROPOSED TRANSFER.
(f) REGISTRATION OF WARRANT SHARES. The Company shall, within
ninety (90) days after the date on which the Warrant Exchange Offer is declared
closed by the Company in accordance with its terms, prepare and file with the
Securities and Exchange Commission (the "SEC") a registration statement on the
appropriate form (the "Registration
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Statement") including no less than all of the Warrant Shares and thereafter use
its reasonable best efforts to cause the Registration Statement to become
effective not later than five (5) business days after notice by the SEC that it
may be declared effective.
INFOSAFE SYSTEMS, INC.
By:_________________________________
Name:
Title:
[SEAL]
Dated:
Attest:
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PURCHASE FORM
The undersigned hereby irrevocably elects to exercise the within
Class A Bridge Warrant to the extent of purchasing shares of Common Stock and
hereby makes payment of ___________ in payment of the actual exercise price
thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name_____________________________________
(Please typewrite or print in block letters)
Address___________________________________
Social Security No./Taxpayer ID No.
___________________________________________
Signature__________________________________
Dated______________________________________
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ASSIGNMENT FORM
FOR VALUE RECEIVED, __________________________ hereby sells, assigns,
and transfers unto
Name_____________________________________
(Please typewrite or print in block letters)
Address___________________________________
the right to purchase Common Stock represented by this Class A Bridge Warrant to
the extent of _________ shares as to which such right is exercisable and does
hereby irrevocably constitute and appoint ___________________________ Attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.
Date____________________
Signature______________________
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ACCELERATION NOTICE
To: [Name]________________________________________
[Address]_____________________________________
______________________________________________
______________________________________________
______________________________________________
The Company hereby irrevocably elects to exercise its right
within the Class A Bridge Warrant to accelerate the Expiration Date of the Class
A Bridge Warrant to [Date]. Please be aware that presentation and surrender of
the Class A Bridge Warrant in exercise of the Holders right to purchase Common
Stock will only be accepted, in accordance with the terms of Paragraph (a)
("EXERCISE OF CLASS A BRIDGE WARRANT"), until 5:00 p.m. New York Time on [Date],
the accelerated Expiration Date. In order for the the extent of purchasing
shares of Common Stock and hereby makes payment of ___________ in payment of the
actual exercise price thereof.
Dated:
INFOSAFE SYSTEMS, INC.
By:____________________________
Name:
Title:
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