THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF ARE SUBJECT TO A SECURITIES PURCHASE AGREEMENT DATED AS OF
__________, 1999, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE
COMPANY AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE SECRETARY OF THE
COMPANY.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT
BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME ARE REGISTERED AND
QUALIFIED IN ACCORDANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS,
OR IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SUCH
REGISTRATION AND QUALIFICATION ARE NOT REQUIRED (INCLUDING UNDER REGULATION S)
UNDER THE ACT. TRANSFER OF SUCH SECURITIES IS PROHIBITED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF REGULATION S UNDER THE ACT (RULE 901 THROUGH 905, AND
PRELIMINARY NOTES), PURSUANT TO REGISTRATION UNDER THE ACT, OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM REGISTRATION; AND HEDGING TRANSACTIONS INVOLVING SUCH
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
No. ______ Dated: _________, 1999
Warrant
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
This Warrant certifies that _________________, a British Virgin Islands
company, or registered assigns, is the registered holder of a warrant (the
"Warrant") to purchase _________ shares of common stock, par value $.001 per
share (the "Shares"), of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation
(the "Company"), at an exercise price of one hundred twenty percent (120%) of
the price at which the common stock of the Company is offered to the public per
share of common stock issuable upon exercise of this Warrant (the "Exercise
Price").
SECTION 1. Exercise; Expiration; Redemption.
To exercise this Warrant, the Warrant holder must elect and sign the
exercise election attached to this Warrant certificate and deliver to the
Company (a) this Warrant certificate and (b) cash or a check payable to the
Company for the Exercise Price for the Warrant.
This Warrant shall not be exercised by any holder hereof (i) for a period
of three hundred and sixty-five (365) days following the issuance thereof or
(ii) after 5:00 p.m., Los Angeles time on April 1, 2002, the date of the
expiration of this Warrant. To the extent that this Warrant has not been
exercised by the date of its expiration, this Warrant shall become void and all
rights hereunder and all rights in respect hereof shall cease as of such time.
This Warrant shall be redeemable by the Company at its option at a
redemption price of $.01 per share of common stock of the Company issuable upon
exercise of this Warrant at any time after the share price of the common stock
of the Company shall have closed for twenty (20) consecutive trading days at a
price equal to or greater than two hundred percent (200%) of the initial public
offering price of the common stock of the Company.
This Warrant shall be exercisable at the election of any holder thereof,
either in full or from time to time in part (but in no event for less than one
whole Share) and, in the event that a certificate evidencing this Warrant is
exercised in respect of fewer than all of the Warrant Shares issuable on such
exercise at any time prior to the date of expiration of this Warrant, a new
Warrant certificate evidencing the remaining Warrant with respect to whole
Shares issuable upon exercise will be issued. No adjustment shall be made for
any dividends on any Shares issuable upon exercise of this Warrant.
The Company covenants that all Warrant Shares which may be issued upon
exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.
The Company will pay all documentary stamp taxes attributable to the
issuance of Warrant Shares upon the exercise of this Warrant; provided, however,
that the Company shall not be required to pay any tax or taxes which may be
payable in respect of any transfer involved in the issue of any Warrant
certificates or any certificates for Warrant Shares in a name other than that of
the registered holder of this Warrant certificate surrendered upon the exercise
of this Warrant, and the Company shall not be required to issue or deliver such
Warrant certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
The Company shall not be required to issue fractional Warrant Shares on the
exercise of this Warrant. If any fraction of a Warrant Share would be issuable
on the exercise of this Warrant (or specified portion hereof), the Company shall
pay an amount in cash equal to the Exercise Price on the day immediately
preceding the date this Warrant certificate is presented for exercise,
multiplied by such fraction.
SECTION 2. Transfer or Exchange.
The Company shall from time to time register the transfer of this Warrant
certificate upon the records to be maintained by it for that purpose, upon
surrender hereof accompanied (if so required by it) by a written instrument or
instruments of transfer in form satisfactory to the Company, duly executed by
the registered holder hereof or by the duly appointed legal representative
thereof or by a duly authorized attorney. Upon any such registration of
transfer, a new Warrant certificate(s) shall be issued to the transferee(s) and
the surrendered Warrant certificate shall be canceled by the Company.
This Warrant certificate may be exchanged at the option of the holder
hereof, when surrendered to the Company at its office for another Warrant
certificate or other Warrant certificates of like tenor and representing a
Warrant with respect to a like aggregate number of Warrant Shares. A Warrant
certificate surrendered for exchange shall be canceled by the Company.
Subject to the payment of any taxes as provided herein, upon an exercise of
this Warrant, the Company shall issue and cause to be delivered with all
reasonable dispatch to or upon the written order of the holder and in such name
or names as the Warrant holder may designate, a certificate or certificates for
the number of full Warrant Shares issuable upon the exercise of this Warrant.
This Warrant shall be deemed to have been exercised and any person so designated
to be named therein shall be deemed to have become a holder of record of such
Warrant Shares as of the date of the surrender of this Warrant certificate (and
payment of the Exercise Price).
The Company may deem and treat the registered holder hereof as the absolute
owner of this Warrant (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 hereof, and for all other purposes, and the Company
shall not be affected by any notice to the contrary. Nothing contained in this
Warrant certificate shall be construed prior to the date of surrender of the
Warrant certificate for exercise in accordance with the terms hereof as
conferring upon the holder hereof the right to vote or to consent or to receive
notice as members in respect of the meetings of members or the election of
managers of the Company or any other matter, or any rights whatsoever as members
of the Company.
SECTION 3. Mutilated, Lost, Stolen or Destroyed Warrant Certificate.
In case this Warrant certificate shall be mutilated, lost, stolen or
destroyed, the Company may in its discretion issue 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 Warrant, but
only upon receipt of evidence satisfactory to the Company of such loss, theft or
destruction of such Warrant certificate and indemnity, if requested, also
satisfactory to the Company.
SECTION 4. Reservation of Shares for Issuance.
The Company will at all times reserve and keep available, free from
preemptive rights, out of the aggregate of its authorized but unissued common
stock, for the purpose of enabling it to satisfy any obligation to issue Warrant
Shares upon exercise of this Warrant, the maximum number of Shares which may
then be issuable upon the exercise of this Warrant. The Company or, if
appointed, the transfer agent for the Shares and every subsequent transfer agent
for any of the Company's capital securities issuable upon the exercise of any of
the rights of purchase aforesaid will be irrevocably authorized and directed at
all times to reserve such number of authorized Shares as shall be required for
such purpose. The Company will keep a copy of this Warrant certificate on file
with any such transfer agent for any of the Company's capital securities
issuable upon the exercise of the rights of purchase represented by this Warrant
certificate.
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SECTION 5. Effect of Subdivision, Reclassification, Merger, Etc.
If the outstanding Shares shall be subdivided into a greater number of
Shares, the Exercise Price in effect at the opening of business on the day
following the day upon which such subdivision becomes effective shall be
proportionately reduced, and, conversely, if the outstanding Shares shall be
combined into a smaller number of Shares, the Exercise Price in effect at the
opening of business on the day following the day upon which such combination
becomes effective shall be proportionately increased, such reduction or
increase, as the case may be, to become effective immediately after the opening
of business on the day following the day upon which such subdivision or
combination becomes effective.
If any of the following events occur: (i) any reclassification or change of
the outstanding Shares (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination), (ii) any consolidation, merger or combination of the Company
with another limited liability company or corporation as a result of which
holders of common membership interest Shares shall be entitled to receive stock,
securities or other property or assets (including cash) with respect to or in
exchange for such Shares, or (iii) any sale or conveyance of the properties and
assets of the Company as, or substantially as, an entirety to any other company
or corporation as a result of which holders of Shares shall be entitled to
receive stock, securities or other property or assets (including cash) with
respect to or in exchange for such Shares, then the Company or the successor or
purchasing company or corporation, as the case may be, shall providing that this
Warrant shall be convertible into the kind and amount of shares of stock and
other securities or property or assets (including cash) receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
by a holder of a number of Shares issuable upon exercise of this Warrant
(assuming, for such purposes, a sufficient number of authorized Shares available
to issue upon exercise of the entirety of this Warrant) immediately prior to
such reclassification, change, consolidation, merger, combination, sale or
conveyance assuming such holder of Shares did not exercise his or her rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable upon such consolidation, merger, statutory exchange, sale or
conveyance (provided that, if the kind or amount of securities, cash or other
property receivable upon such consolidation, merger, statutory exchange, sale or
conveyance is not the same for each Share in respect of which such rights of
election have not been exercised ("non-electing Share"), then, for the purposes
of paragraph, the kind and amount of securities, cash or other property
receivable upon such consolidation, merger, statutory exchange, sale or
conveyance for each non-electing Share shall be deemed to be the kind and amount
so receivable per Share by a plurality of the non-electing Shares). In any such
case, the revenue calculation necessary for exercise of this Warrant shall be
calculated on the basis of the business entity or assets so consolidated,
merged, exchanged, sold or conveyed, whether in whole or incorporated into
another business entity, and it shall be the responsibility of such successor or
acquiror entity to perform such calculation, which calculation shall be
conclusive and binding on the holder of this Warrant. If, in the case of any
such reclassification, change, consolidation, merger, combination, sale or
conveyance, the stock or other securities and assets receivable thereupon by a
holder of Shares includes shares of stock or other securities and assets of a
corporation other than the successor or purchasing company or corporation, as
the case may be, in such reclassification, change, consolidation, merger,
combination, sale or conveyance, then an acknowledgment of the obligations under
this paragraph shall be executed by such other company or corporation. The above
provisions of this paragraph shall similarly apply to successive
reclassifications, changes, consolidations, mergers, combinations, sales and
conveyances.
Upon any adjustment of the Exercise Price pursuant hereto, the Company
shall promptly thereafter cause to be given to the registered holder of this
Warrant certificate at its address appearing on the Warrant register maintained
by the Company written notice of such adjustments by first-class mail, postage
prepaid. Failure to deliver such notice shall not affect the legality or
validity of any such adjustment.
SECTION 6. Miscellaneous.
This Warrant certificate and Warrant shall be deemed to be a contract made
under the law of the State of Delaware and for all purposes shall be construed
in accordance with the internal law of said State.
Nothing in this Warrant certificate shall be construed to give to any
person or company other than the Company and the registered holder of this
Warrant certificate any legal or equitable right, remedy or claim under this
Warrant certificate; but this Warrant certificate shall be for the sole and
exclusive benefit of the Company and the registered holder of this Warrant.
[Signature Page Follows]
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IN WITNESS WHEREOF, ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware corporation,
has caused this Warrant certificate to be signed by its duly authorized officer.
Dated: _______, 1999
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC., a
Delaware corporation
By: ______________________________
Ramy El-Batrawi, President
Election for Exercise
The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant certificate, to receive ______ Shares of common
stock par value $.001 per share and herewith tenders payment for such Shares in
the amount of $___________ in accordance with the terms of the Warrant
certificate dated April 1, 1999. 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 whole Shares be registered in the name of
_____________________, whose address is _________________________________ and
that such Warrant certificate be delivered to______________ whose address is
_______________________________.
Signature: ______________________________
Date:
Signature Guaranty:
SCHEDULE OF OMITTED WARRANTS
Warrant No. S-3 to Codicom Technologies, Ltd. dated April 1, 1999
Warrant No. S-5 to Codicom Technologies, Ltd. dated April 1, 1999
Warrant No. S-6 to Codicom Technologies, Ltd. dated April 1, 1999
Warrant No. S-7 to Denmore Investments, Ltd. dated April 1, 1999
Warrant No. S-8 to Denmore Investments, Ltd. dated April 1, 1999
Warrant No. S-9 to Denmore Investments, Ltd. dated April 1, 1999