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EXHIBIT 10.5
NEITHER THIS WARRANT NOR THE CAPITAL STOCK ISSUABLE HEREUNDER HAS BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR WITH ANY STATE
SECURITIES COMMISSIONER. NEITHER THIS WARRANT NOR THE CAPITAL STOCK MAY BE SOLD
OR TRANSFERRED UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND QUALIFIED UNDER ALL APPLICABLE STATE SECURITIES LAWS, OR UNLESS EXEMPTIONS
FROM SUCH REGISTRATION AND QUALIFICATION ARE AVAILABLE.
OMNIS TECHNOLOGY CORPORATION.
NON-TRANSFERABLE WARRANT
December 21, 1999
Reference is hereby made to that certain Credit Facility Agreement (the
"Credit Facility Agreement") by and between Omnis Technology Corporation., a
Delaware corporation (the "Company") and Astoria Capital Partners, L.P., a
California limited partnership (the "Holder") and the $3,000,000 Promissory Note
(the "Note") dated December 21, 1999 of the Company in favor of the Holder, the
terms of which are incorporated by this reference.
The Company hereby certifies that, for value received, Holder is
entitled to purchase from the Company, on or before the Expiration Date (as
defined below), the number of shares or other units of securities of the Company
(the "Warrant Securities") set forth herein under the terms and conditions set
forth herein.
1. EXPIRATION DATE. This Warrant shall be exercisable in whole or in
part until 5:00 p.m. (San Francisco time) on May 31, 2001 (the "Expiration
Date").
2. TERMS AND CONDITIONS OF EXERCISE OF THIS WARRANT.
2.1. QUALIFYING OFFERINGS. (i) This Warrant may only be
exercised in connection with one or more Qualifying Offerings (as such term is
defined below) as set forth herein and (ii) the Warrant Securities issuable upon
exercise hereof shall only be issued at the closing of a Qualifying Offering.
The term "Qualifying Offering" shall mean the offer and sale by the Company of
any equity securities of the Company, or securities convertible into equity
securities ("Reference Securities"), in one transaction or a series of
transactions with aggregate net proceeds of at least $1,000,000 consummated on
or before the Expiration Date, excluding any securities issued pursuant to any
of the Company's stock incentive plans for the benefit of employees, officers,
directors or agents or securities issued upon exercise or conversion of any such
securities. Notwithstanding anything to the contrary herein, the Company shall
have no obligation to issue any securities, consummate any offering of its
securities or accept any offer to issue or sell any of its securities on or
before the Expiration Date.
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2.2. OFFERING NOTICE. In the event that the Company (i) issues a
written offering memorandum, offer letter or other binding written offer to sell
or issue securities in a Qualifying Offering to one or more persons or (ii)
receives a binding offer to purchase securities in a Qualifying Offering from
one or more persons, the Company shall provide prompt written notice of such
offer to Holder. Holder shall notify the Company in writing within thirty (30)
days after receipt of such notice of its election to exercise all or part of
this Warrant. Notwithstanding the foregoing, the Company shall have no
obligation to provide notice to Holder of (i) any written or oral communications
relating to a potential offer, sale or issuance of its securities in advance of
an offer to purchase or sell such securities that the offeree could accept, or
(ii) offers to buy, sell or issue its securities that will not be (either alone
or together with any preceding offers), if consummated, Qualifying Offerings.
2.3. EXERCISE OF THIS WARRANT. Subject to the following
sentence, in each Qualifying Offering, the Holder may, through exercise of all
or part of this Warrant, purchase the number of Warrant Securities offered in
connection therewith in an amount up to the amount of the Commitment specified
in the Credit Facility Agreement, whether or not the Company has actually
borrowed the full amount and regardless of whether any amounts actually borrowed
have been paid in full or remain outstanding (the "Commitment Amount"), divided
by the price per share of the Warrant Securities issued in such offering. The
maximum aggregate number of Warrant Securities that may be purchased upon
exercise of the Warrant shall be limited to the number of shares issuable upon
payment of an aggregate Exercise Price (as defined below) in an amount equal to
the Commitment Amount. The issuance of Warrant Securities hereunder shall be
subject to the terms of the applicable Qualifying Offerings. In connection
therewith, Holder shall execute and deliver, in addition to the Subscription
Form described below, any joinder agreement, subscription agreement or other
documents or instruments with respect to the Qualifying Offering reasonably
requested by the Company. If any Qualifying Offering is not consummated pursuant
to the terms thereof and shares or not issued to the Holder hereunder, the
applicable exercise hereof shall be deemed void and the Company shall promptly
return any exercise price paid in connection with such exercise without
deduction.
2.4. EXERCISE PRICE. Upon exercise of this Warrant, in whole or
in part, and subject to the limitations on the number of Warrant Securities
issuable hereunder set forth above, the Holder shall pay to the Company an
exercise price equal to the price per Warrant Security in the applicable
Qualifying Offering times the number of shares to be issued upon exercise hereof
(the "Exercise Price"). The Exercise Price shall be paid in cash, provided, that
the Holder may elect to cancel any outstanding debt and/or accrued interest,
including the Note, as payment of the Exercise Price. The Holder may also
exchange other securities of the Company held at the market price thereof in
payment of the Exercise Price.
2.5. EXERCISE PROCEDURES. This Warrant shall be exercised by
surrendering it to the Company at its principal office, with a duly executed
Subscription Form (in substantially the form appearing at the end of this
document), together with payment of the Exercise Price. Promptly after exercise
and in accordance with the terms of the applicable Qualifying Offering, the
Company shall issue and deliver to or upon the order of the Holder a certificate
or certificates for the number of Warrant Securities issuable upon such
exercise, and the Company will pay all issue taxes in connection therewith. All
Warrant Securities that may be issued upon exercise of
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this Warrant will, upon issuance by the Company in accordance with the terms of
this Warrant, be validly issued, fully paid and non-assessable, and free from
all taxes and liens with respect to the issuance thereof. The Company shall not
be required to pay any tax or other charge imposed in connection with any
transfer involved in the issuance of any certificate for Warrant Securities in
any name other than that of the Holder, and in such case the Company shall not
be required to issue or deliver any stock certificate or security until such tax
or other charge has been paid, or it has been established to the Company's
reasonable satisfaction that no tax or other charge is due.
3. WARRANT SECURITIES ISSUABLE ON EXERCISE OF WARRANT. The parties
acknowledge that the number of authorized but unissued shares of Preferred Stock
of the Company as of the date hereof would not be sufficient as of the date of
this Warrant to effect the exercise of this Warrant if the Warrant Securities
were preferred stock. The Company agrees, however, to use its best efforts to
take such corporate action as may be necessary, in the opinion of its counsel,
to increase its authorized but unissued shares of Preferred Stock to such number
of shares as would be sufficient to allow a Qualifying Offering to be made of
preferred stock and for the issuance of preferred stock as Warrant Securities
immediately prior to or concurrently with the consummation of a Qualifying
Offering of preferred stock and at any time thereafter as shall be necessary to
effect the exercise of this Warrant.
4. FRACTIONAL SHARES. If the Warrant Securities are issued at a price of
less than $100 per share or other unit, no fractional Warrant Securities will be
issued in connection with any exercise of this Warrant, but in lieu of such
fractional shares the Company shall make a cash payment therefor upon the basis
of the Exercise Price then in effect.
5. TRANSFER.
5.1. TRANSFER. This Warrant may not be transferred, in whole or
in part, except in accordance with the procedures and limitations as set forth
below. In addition, the Warrant Securities issuable upon exercise hereof will be
subject to any transfer restrictions contained in the Company's Bylaws that
apply to the Warrant Securities.
5.2. REGISTRATION OR EXEMPTION. This Warrant and Warrant
Securities issuable upon exercise hereof shall not be sold or transferred unless
either (i) they first shall have been registered under the Securities Act of
1933, as amended (the "Act"), or (ii) the Company first shall have been
furnished with an opinion of legal counsel, reasonably satisfactory to the
Company, to the effect that such sale or transfer is exempt from the
registration requirements of the Act. The Company acknowledges that a transfer
of a portion of the Warrant or of Warrant Securities to one or more of the
partners who comprise Holder as a distribution without consideration (whether
upon liquidation of Holder or a withdrawal of capital by such a partner in
accordance with Holder's agreement of limited partnership) will not require such
registration and will not require an opinion of counsel in connection with such
a distribution.
5.3. LEGEND. Each certificate representing Warrant Securities
issuable upon exercise hereof shall bear a legend substantially in the following
form:
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"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, and may
not be offered, sold or otherwise transferred, pledged or
hypothecated unless and until such securities are registered
under such Act or an opinion of counsel satisfactory to the
Company is obtained to the effect that such registration is not
required."
The foregoing legend shall be removed from the certificates representing any
such shares, at the request of the holder thereof, at such time as they become
eligible for resale by the Holder pursuant to Rule 144(k) under the Act or
otherwise.
6. REGISTRATION RIGHTS.
6.1. PIGGYBACK REGISTRATION. If the Company proposes to register
any of its securities at any time on or before May 31, 2002, the Company shall
notify the Holder in writing at least thirty (30) days prior to filing any such
registration statement under the Securities Act for purposes of effecting a
public offering of securities of the Company (excluding registration statements
relating to any employee benefit plan or a corporate reorganization, including
securities issued by the Company in an acquisition transaction). The Holder
shall have the right to include in such registration statement all or any part
of the Holder's Warrant Securities or other securities into which the Warrant
Securities have been or may be converted ("Registrable Securities"). If the
Holder elects to include in any such registration statement all or any part of
the Holder's Registrable Securities, then the Holder shall, within twenty (20)
days after receipt of the above-described notice from the Company, so notify the
Company in writing, and in such notice shall inform the Company of the number of
Registrable Securities the Holder wishes to include in such registration
statement. If the Holder decides not to include all of its Registrable
Securities in any registration statement thereafter filed by the Company, the
Holder shall nevertheless continue to have the right to include any Registrable
Securities in any subsequent registration statement or registration statements
as may be filed by the Company on or before the date set forth above with
respect to offerings of its securities, all upon the terms and conditions set
forth herein.
(a) UNDERWRITING. If a registration statement under
which the Company gives notice under this Section is for an underwritten
offering, then the Company shall so advise the Holder. In such event, the right
of the Holder to include its Registrable Securities in a registration pursuant
to this Section shall be conditioned upon the Holder's participation in such
underwriting and the inclusion of the Holder's Registrable Securities in the
underwriting to the extent provided herein. The Holder shall enter into an
underwriting agreement in customary form with the managing underwriter or
underwriter(s) selected for such underwriting. Notwithstanding any other
provision of this Agreement, if the managing underwriter determine(s) in good
faith that marketing factors require a limitation of the number of shares to be
underwritten, then the managing underwriter(s) may exclude shares (including
Registrable Securities) from the registration and the underwriting, and the
number of shares that may be included in the registration and the underwriting
shall be allocated, first, to the Company, and second, to the Holder. The Holder
may elect to withdraw from any offering by written notice to the Company and the
underwriter, delivered at least twenty (20) days prior to the effective date
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of the registration statement. Any Registrable Securities excluded or withdrawn
from such underwriting shall be excluded and withdrawn from the registration.
The Company covenants that it will not grant to any other person any piggyback
registration rights without including a provision that, if a managing
underwriter excludes any securities from a registration and underwriting, the
securities sought to be included by such other person shall be included only to
the extent all of the Warrant Securities the Holder sought to include in the
registration have been included.
(b) EXPENSES. All expenses incurred in connection with a
registration pursuant to this Section (excluding underwriters' and brokers'
discounts and commissions; and the fees and disbursements of special counsel for
the Holder), including, without limitation all federal registration and
qualification fees, "blue sky" registration and qualification fees for up to
five (5) states, printers' and accounting fees, fees and disbursements of
counsel for the Company shall be borne by the Company.
6.2. DEMAND REGISTRATION.
(a) REQUEST BY HOLDER. If the Company shall receive a
written request from the Holder (a "Demand Request") that the Company file a
registration statement under the Securities Act covering the registration of at
least twenty percent (20%) of the outstanding Eligible Registrable Securities
(as defined below) pursuant to this Section, and if such Shares have not been
heretofore registered pursuant to Section 6.1 hereof, then the Company shall
within thirty (30) days after the receipt of such Demand Request, file a
registration statement under the Securities Act with respect to the Eligible
Registrable Securities that the Holder has requested to be registered and
included in such registration and use its reasonable best efforts to effect the
registration as soon as practicable thereafter and to maintain the effectiveness
of such registration until the earlier of (i) the date all the Holder's
Registrable Securities have been sold , (ii) the date the Holder's Registrable
Securities are eligible for resale by Holder pursuant to Rule 144(k) or (iii)
the third anniversary of the effectiveness of the registration statement,
subject only to the limitations of this Section. The term "Eligible Registrable
Securities" means any Registrable Securities held by Holder that were issued
pursuant to the exercise of this Warrant at least twelve (12) months, but not
more than twenty-four (24) months, before the date of the Demand Request.
(b) UNDERWRITING. If the Holder intends to distribute
its Eligible Registrable Securities by means of an underwriting, then it shall
so advise the Company as a part of its Demand Request. The Holder shall enter
into an underwriting agreement in customary form with the managing underwriter
or underwriters selected for such underwriting by the Company and the Holder.
Notwithstanding any other provision of this Section, if the underwriter(s)
advise(s) the Company in writing that marketing factors require a limitation of
the number of securities to be underwritten then the Company shall so advise the
Holder and the number of Eligible Registrable Securities that may be included in
the underwriting shall be reduced as required by the underwriter(s); provided,
however, that the number of shares of Eligible Registrable Securities to be
included in such underwriting and registration shall not be reduced unless all
securities proposed to be registered for the account of the Company are first
entirely excluded from the underwriting. Any Eligible Registrable Securities
excluded and
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withdrawn from such underwriting shall be withdrawn from the registration.
(c) MAXIMUM NUMBER OF DEMAND REGISTRATIONS. The Company
is obligated to effect only one (1) such registration pursuant to this Section.
(d) DEFERRAL. Notwithstanding the foregoing, if the
Company shall furnish to the Holder, a certificate signed by the President or
Chief Executive Officer of the Company stating that in the good faith judgment
of the Board of Directors of the Company, it would be seriously detrimental to
the Company and its shareholders for such registration statement to be filed and
it is therefore essential to defer the filing of such registration statement,
then the Company shall have the right to defer such filing for a period of not
more than 120 days after receipt of the request notice; provided however, that
the Company may not utilize this right more than once.
(e) EXPENSES. All expenses incurred in connection with a
registration pursuant to this Section, including without limitation all
registration and qualification fees, printers' and accounting fees, fees and
disbursements of counsel for the Company, (but excluding underwriters' discounts
and commissions), shall be borne by the Company. The Holder shall bear all
discounts, commissions or other amounts payable to underwriters or brokers in
connection with such offering and the fees and disbursements of any counsel for
the Holder. Notwithstanding the foregoing, the Company shall not be required to
pay for any expenses of any registration proceeding begun pursuant to this
Section if the registration request is subsequently withdrawn at the request of
the Holder; provided however, that (i) if at the time of such withdrawal, the
Holder has learned of a material adverse change in the condition, business, or
prospects of the Company not known to the Holder at the time of their request
for such registration and have withdrawn their request for registration with
reasonable promptness after learning of such material adverse change or (ii) the
Company exercised its right to defer the filing of a registration statement
pursuant to subsection (d) above and, after the deferral but before the filing
of the registration statement, the Holder withdraws its request, then the Holder
shall not be required to pay any of such expenses and shall retain its rights
pursuant to this Section.
6.3. INDEMNIFICATION. In the event any Registrable Securities
are included in a registration statement pursuant hereto:
(a) BY THE COMPANY. To the extent permitted by law, the
Company will indemnify and hold harmless the Holder, the partners, officers and
directors of the Holder, any underwriter (as defined in the Securities Act) for
Holder and each person, if any, who controls the Holder or underwriter within
the meaning of the Securities Act or the Securities Exchange Act of 1934, as
amended, (the "1934 Act"), against any losses, claims, damages, or liabilities
(joint or several) to which they may become subject under the Securities Act,
the l934 Act or other federal or state law, insofar as such losses, claims,
damages, or liabilities (or actions in respect thereof) arise out of or are
based upon any of the following statements, omissions or violations
(collectively, "Violations" and, individually, a "Violation"):
(1) any untrue statement or alleged untrue statement of
a material fact
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contained in such registration statement, including any
preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto;
(2) the omission or alleged omission to state therein a
material fact required to be stated therein, or
necessary to make the statements therein not misleading,
or
(3) any violation or alleged violation by the Company of
the Securities Act, the 1934 Act, any federal or state
securities law or any rule or regulation promulgated
under the Securities Act, the 1934 Act or any federal or
state securities law in connection with the offering
covered by such registration statement;
and the Company will reimburse the Holder, each partner, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending any
such loss, claim, damage, liability or action; provided however, that the
indemnity agreement contained in this subsection shall not apply to amounts paid
in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, officer, director, underwriter
or controlling person of the Holder.
(b) BY THE HOLDER. To the extent permitted by law, the
Holder will indemnify and hold harmless the Company, each of its directors, each
of its officers who have signed the registration statement, each person, if any,
who controls the Company within the meaning of the Securities Act, any
underwriter, against any losses, claims, damages or liabilities (joint or
several) to which the Company or any such director, officer, controlling person,
or underwriter may become subject under the Securities Act, the 1934 Act or
other federal or state law, insofar as such losses, claims, damages or
liabilities (or actions in respect thereto) arise out of or are based upon any
Violation, in each case to the extent (and only to the extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished by the Holder expressly for use in connection with such registration;
and the Holder will reimburse any legal or other expenses reasonably incurred by
the Company or any such director, officer, controlling person, or underwriter in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided however, that the indemnity agreement contained in
this subsection shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action if such settlement is effected without the
consent of the Holder, which consent shall not be unreasonably withheld; and
provided further, that the total amounts payable in indemnity by the Holder
under this Section in respect of any Violation shall not exceed the net proceeds
received by the Holder in the registered offering out of which such Violation
arises.
(c) NOTICE. Promptly after receipt by an indemnified
party under this
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Section of notice of the commencement of any action (including any governmental
action), such indemnified party will, if a claim in respect thereof is to be
made against any indemnifying party under this Section, deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided however, that an indemnified party shall
have the right to retain its own counsel, with the fees and expenses to be paid
by the indemnifying party, if representation of such indemnified party by the
counsel retained by the indemnifying party would be inappropriate due to actual
or potential conflict of interests between such indemnified party and any other
party represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such
action, shall relieve such indemnifying party of any liability to the
indemnified party under this Section, but the omission so to deliver written
notice to the indemnifying party will not relieve it of any liability that it
may have to any indemnified party otherwise than under this Section.
(d) DEFECT ELIMINATED IN FINAL PROSPECTUS. The foregoing
indemnity agreements of the Company and the Holder are subject to the condition
that, insofar as they relate to any Violation made in a preliminary prospectus
but eliminated or remedied in the amended prospectus on file with the SEC at the
time the registration statement in question becomes effective or the amended
prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "Final
Prospectus"), such indemnity agreement shall not inure to the benefit of any
person if a copy of the Final Prospectus was furnished to the indemnified party
and was not furnished to the person asserting the loss, liability, claim or
damage at or prior to the time such action is required by the Securities Act.
(e) "MARKET STAND-OFF" AGREEMENT. The Holder hereby
agrees that it shall not, to the extent requested by the Company or an
underwriter of securities of the Company, sell or otherwise transfer or dispose
of any Warrant Securities or securities into which they have been or may be
converted (other than to donees or partners of the Holder who agree to be
similarly bound) for up to ninety (90) days following the effective date of a
registration statement of the Company filed under the Securities Act for a firm
commitment underwritten offering of newly-issued common stock of the Company
with expected net proceeds of at least $20 million; provided, however, that all
executive officers, directors and 1% shareholders of the Company then holding
Common Stock of the Company enter into similar agreements. In order to enforce
the foregoing covenant, the Company shall have the right to place restrictive
legends on the certificates representing the shares subject to this Section and
to impose stop transfer instructions with respect to the Warrant Securities (and
the Warrant Securities of every other person subject to the foregoing
restriction) until the end of such period.
7. MISCELLANEOUS.
7.1. REPLACEMENT OF WARRANT. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant, and (in the case of loss, theft or destruction) upon delivery of
an indemnity agreement or bond in such
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reasonable amount as the Company may determine or (in the case of mutilations)
upon surrender and cancellation hereof, the Company, at its expense, will issue
a replacement.
7.2. NOTICES. All notices and other communications required or
permitted hereunder shall be in writing and shall be transmitted by personal
delivery, telefacsimile, or overnight courier addressed to the applicable party
at its address set forth below its signature on the signature page hereof, or at
such other address furnished to the other party in writing in accordance with
this section. Any such notice shall be effective on receipt during business
hours on a business day.
7.3. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES, ETC.
All covenants, representations and warranties made in, pursuant to, or in
connection with this Warrant shall survive the execution and delivery hereof.
7.4. SEVERABILITY. Should any one or more of the provisions of
this Warrant be determined to be illegal or unenforceable, all other provisions
of this Warrant shall be given effect separately from the provision or
provisions determined to be illegal or unenforceable and shall not be affected
thereby.
7.5. PARTIES IN INTEREST. Except as otherwise expressly provided
herein, all the terms and provisions of this Warrant shall be binding upon and
inure to the benefit of and be binding upon, the respective directors, officers,
parents, subsidiaries, affiliates, representatives, agents, successors, and
assigns of each of the parties.
7.6. CHANGES; WAIVER. Neither this Warrant nor any term hereof
may be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
7.7. GOVERNING LAW. Because the issuer of this Warrant is a
California corporation, this Warrant shall be construed in accordance with and
governed by the laws of that State. Any litigation or arbitration between the
parties which arises out of this Warrant shall be instituted and prosecuted only
in the appropriate California or Federal court or other tribunal, situated in
San Francisco, California. The Company hereby specifically submits itself and
its properties to the exclusive jurisdiction of such courts for purposes of any
such action and the enforcement of any judgment or order arising therefrom. The
parties hereto each waive any right to a change of venue and any and all
objections to the jurisdiction of the California courts. Notwithstanding the
foregoing, the Purchasers may take such actions in a foreign jurisdiction with
they deem necessary and appropriate to enforce or collect any court judgment in
any dispute arising out of the Warrant or to seek and obtain other relief as is
necessary to enforce the terms of this Warrant. Each party agrees that service
upon such party in any such action or proceeding maybe made as provided above
for the giving of notices.
7.8. EXPIRATION. If the last day on which this Warrant may be
exercised, or on which it may be exercised at a particular Exercise Price, is a
Sunday or a legal holiday or a day on which banking institutions doing business
in the City of San Francisco are authorized by law to close, this Warrant may be
exercised prior to 5:00 p.m. (San Francisco time) on the next
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succeeding full business day with the same force and effect and at the same
Exercise Price as if exercised on such last day specified herein.
7.9. TITLES; INTERPRETATION. The titles of the Sections and
subsections of this Warrant are for convenience of reference only and are not to
be considered in construing this Warrant. Where the context requires, the
singular shall include the plural and the plural the singular.
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IN WITNESS WHEREOF, the Company has caused this Stock Purchase Warrant
to be duly executed and delivered on the date first set forth above.
OMNIS TECHNOLOGY CORPORATION,
a Delaware corporation (the
"Company")
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
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Title: CFO/COO
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▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Fax Number: ▇▇▇-▇▇▇-▇▇▇▇
ACCEPTANCE BY HOLDER:
ASTORIA CAPITAL PARTNERS, L.P.,
a California limited partnership
By: Astoria Capital Management, Inc.
Its General Partner
By: /s/ ▇▇▇▇ ▇▇▇
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▇▇▇▇ ▇▇▇, President
Dated: DEC. 22, 1999
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▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
Fax Number: (▇▇▇) ▇▇▇-▇▇▇▇
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SUBSCRIPTION FORM
The undersigned hereby irrevocably elects to exercise the Stock Purchase
Warrant issued by Omnis Technology Corporation on December ___, 1999 (the
"Warrant") to the extent of purchasing _______ shares of the
_________________________ Stock of Omnis Technology Corporation and
[CHECK ONE]
[ ] hereby delivers $______________ in payment of the Exercise Price thereof, in
accordance with the Warrant.
[ ] hereby irrevocably forgives and cancels $______________ of principal and
$_______________ of accrued interest of the Promissory Note issued by the
Company of December ___, 1999 in payment of the Exercise Price thereof, in
accordance with the Warrant.
Dated: ________________, 1999
Astoria Capital Partners, L.P.,
a California Limited Partnership
By:
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Name:
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Title:
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