EXHIBIT 99.3
THIS COMMON STOCK PURCHASE WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"); OR UNDER ANY APPLICABLE LAW OR
REGULATION OF ANY STATE. THIS COMMON STOCK WARRANT MAY NOT BE SOLD, OFFERED,
ASSIGNED OR TRANSFERRED UNLESS THE WARRANT IS REGISTERED UNDER THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFERS, SALES, ASSIGNMENTS AND
TRANSFERS ARE MADE PURSUANT TO THE AVAILABLE EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THOSE LAWS. FURTHERMORE, THESE SECURITIES ARE SUBJECT TO
CERTAIN LIMITATIONS ON CONVERSION AS DESCRIBED IN THAT CERTAIN BRIDGE SECURITIES
PURCHASE AGREEMENT DATED JUNE 13, 1997 AS AMENDED FROM TIME TO TIME (THE
"PURCHASE AGREEMENT") BETWEEN, AMONG OTHERS, THE COMPANY AND THE INITIAL HOLDER
HEREOF. THIS COMMON STOCK PURCHASE WARRANT CERTIFICATE REFERS TO AND IS
SPECIFICALLY GOVERNED BY CERTAIN PROVISIONS CONTAINED IN THE PURCHASE AGREEMENT,
A COPY OF WHICH IS ON FILE WITH AND MAY BE OBTAINED FROM THE COMPANY AT ITS
PRINCIPAL PLACE OF BUSINESS.
VISUAL EDGE SYSTEMS INC.
COMMON STOCK PURCHASE WARRANT
DATED: December 9, 1997
Number of Common Shares: (Subject to vesting as provided below)
Purchase Price: $4.00
Expiration Date: December 9, 2002
For identification only. The governing terms of this Warrant are set forth
below.
Visual Edge Systems Inc., a Delaware corporation (the "COMPANY"), hereby
certifies that, for value received, or assigns (each
a "Holder"), is entitled, subject to the terms set forth below, to purchase from
the Company at any time or from time to time after the date hereof and prior to
the fifth anniversary hereof (the "EXERCISE PERIOD"), at the Purchase Price
hereinafter set forth, fully paid and
nonassessable shares of Common Stock (as hereinafter defined) of the Company.
The number and character of such shares of Common Stock and the Purchase Price
are subject to adjustment as provided herein.
This Warrant (this "Warrant"; such term to include any warrants issued in
substitution therefor) is one of a series of Common Stock Purchase Warrants
issued in connection with the Purchase Agreement.
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The purchase price per share of Common Stock issuable upon exercise of this
Warrant (the "PURCHASE PRICE") shall initially be $4.00; PROVIDED, HOWEVER, that
the Purchase Price shall be adjusted from time to time as provided herein.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed thereto in the Purchase Agreement. As used herein the
following terms, unless the context otherwise requires, have the following
respective meanings:
(a) The term "COMPANY" shall include Visual Edge Systems Inc. and any
entity that shall succeed or assume the obligations of such corporation
hereunder.
(b) The term "COMMON STOCK" includes (a) the Company's common stock,
$.01 par value per share, (b) any other capital stock of any class or
classes (however designated) of the Company, authorized on or after such
date, the holders of which shall have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and
liquidating dividends after the payment of dividends and distributions on
any shares entitled to preference, and the holders of which shall
ordinarily, in the absence of contingencies, be entitled to vote for the
election of a majority of directors of the Company (even though the right
so to vote has been suspended by the happening of such a contingency) and
(c) any other securities into which or for which any of the securities
described in (a) or (b) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.
(c) The term "OTHER SECURITIES" refers to any stock (other than
Common Stock) and other securities of the Company or any other person
(corporate or otherwise) that the holder of this Warrant at any time shall
be entitled to receive, or shall have received, on the exercise of this
Warrant, in lieu of or in addition to Common Stock, or that at any time
shall be issuable or shall have been issued in exchange for or in
replacement of Common Stock or Other Securities pursuant to Section 4 or
otherwise.
1. EXERCISE OF WARRANT.
1.1. METHOD OF EXERCISE. This Warrant may be exercised in whole or in
part (but not as to a fractional share of Common Stock), at any time and
from time to time during the Exercise Period by the Holder hereof by
delivery of a notice of exercise (a "NOTICE OF EXERCISE") substantially in
the form attached hereto as EXHIBIT A via facsimile to the Company.
Promptly thereafter the Holder shall surrender this Warrant to the Company
at its principal office, accompanied by payment of the Purchase Price
multiplied by the number of shares of Common Stock for which this Warrant
is being exercised (the "EXERCISE PRICE"). Payment of the Exercise Price
shall be made, at the option of the Holder, (i) by check or bank draft
payable to the order of the Company, (ii)
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by wire transfer to the account of the Company, (iii) in shares of Common
Stock having a Market Price on the Exercise Date (as hereinafter defined)
equal to the aggregate Exercise Price or (iv) by presentation and surrender
of this Warrant to the Company for cashless exercise (a "CASHLESS
EXERCISE"), with such surrender being deemed a waiver of the Holder's
obligation to pay all or any portion of the Exercise Price. In the event
the Holder elects a Cashless Exercise (which such election shall be
irrevocable) the Holder shall exchange this Warrant for that number of
shares of Common Stock determined by multiplying the number of shares of
Common Stock being exercised by a fraction, the numerator of which shall be
the difference between the then current Market Price of the Common Stock
and the Purchase Price, and the denominator of which shall be the then
current Market Price of the Common Stock. If the amount of the payment
received by the Company is less than the Exercise Price, the Holder will be
notified of the deficiency and shall make payment in that amount within
five (5) Business Days. In the event the payment exceeds the Exercise
Price, the Company will promptly refund the excess to the Holder. Upon
exercise, the Holder shall be entitled to receive, promptly after payment
in full, one or more certificates, issued in the Holder's name or in such
name or names as the Holder may direct, subject to the limitations on
transfer contained herein, for the number of shares of Common Stock so
purchased. The shares of Common Stock so purchased shall be deemed to be
issued as of the close of business on the date on which the Company shall
have received from the Holder payment in full of the Exercise Price (the
"EXERCISE DATE").
1.2. REGULATION D RESTRICTIONS. The Holder hereof represents and
warrants to the Company that it has acquired this Warrant and anticipates
acquiring the shares of Common Stock issuable upon exercise of the Warrant
solely for its own account for investment purposes and not with a view to
or for distributing such securities unless such distribution has been
registered with the Securities and Exchange Commission or an applicable
exemption is available therefor; PROVIDED that the disposition of such
shares of Common Stock shall at all times be and remain within the control
of the Holder. At the time this Warrant is exercised, the Company may
require the Holder to state in the Notice of Exercise such representations
concerning the Holder as are necessary or appropriate to assure compliance
by the Holder with the Securities Act.
1.3. COMPANY ACKNOWLEDGMENT. The Company will, at the time of the
exercise of this Warrant, upon the request of the Holder hereof,
acknowledge in writing its continuing obligation to afford to the Holder
any rights to which the Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant. If the Holder
shall fail to make any such request, such failure shall not affect the
continuing obligation of the Company to afford to the Holder any such
rights.
1.4. LIMITATION ON EXERCISE. Notwithstanding the rights of the Holder
to exercise all or a portion of this Warrant as described herein, such
exercise rights shall be limited solely in the manner set forth in the
Purchase Agreement as if such provisions
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were specifically set forth herein. The rights of the Holder to exercise
all or a portion of this Warrant as described herein, such exercise rights
shall be limited to the Vested Shares. As used herein, the term "Vested
Shares" means (i) 25% of the shares of Common Stock set forth on the cover
page of this Warrant on the date hereof (the "Initial Vested Shares"), and
(ii) 75% of the shares of Common Stock set forth on the cover page of this
Warrant on February 1, 1998 (the "Second Vested Shares"); provided the
Second Vested Shares shall not vest, and this Warrant shall be solely
exercisable for the Initial Vested Shares, if on or before January 31,
1998, the Company repays in full the entire $7,500,000 principal balance
due and owing on the Convertible Notes issued pursuant to the Purchase
Agreement, together with all accrued and unpaid interest thereon.
2. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as practicable
after the exercise of this Warrant, and in any event within the time periods
specified in the Purchase Agreement, the Company at its expense (including the
payment by it of any applicable issue, stamp or transfer taxes upon issuance to
the Holder) will cause to be issued in the name of and delivered to the Holder
thereof, or, to the extent permissible hereunder, to such other person as the
Holder may direct, a certificate or certificates for the number of fully paid
and nonassessable shares of Common Stock (or Other Securities) to which the
Holder shall be entitled on such exercise, plus, in lieu of any fractional share
to which the Holder would otherwise be entitled, cash equal to such fraction
multiplied by the then applicable Purchase Price, together with any other stock
or other securities and property (including cash, where applicable) to which the
Holder is entitled upon such exercise pursuant to Section 1 or otherwise.
3. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK PROPERTY, ETC., RECLASSIFICATION,
ETC. In case at any time or from time to time the holders of Common Stock (or
Other Securities) shall have received, or (on or after the record date fixed for
the determination of stockholders eligible to receive) shall have become
entitled to receive, without payment therefor, other or additional stock or
other securities or property (other than cash) by way of dividend or any cash
(excluding cash dividends payable solely out of earnings or earned surplus of
the Company), or other or additional stock or other securities or property
(including cash) by way of spin-off, split-up, reclassification,
recapitalization, combination of shares or similar corporate rearrangement other
than additional shares of Common Stock (or Other Securities) issued as a stock
dividend or in a stock split (adjustments in respect of which are provided for
in Section 5), then and in each such event, the Holder of this Warrant, on the
exercise hereof as provided in Section 1 shall be entitled to receive the amount
of stock and other securities and property (including cash in the cases referred
to in subdivisions (b) and (c) of this Section 3) that the Holder would have
been entitled to receive on the effective date of such event if the Holder had
so exercised this Warrant immediately prior thereto, giving effect to all
adjustments called for during such period by Sections 4 and 5.
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4. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
4.1. REORGANIZATION, ETC. In case at any time or from time to time, the
Company shall (a) effect a reorganization, (b) consolidate with or merge
into any other person or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement
contemplating the dissolution of the Company, then, in each such case, the
Holder of this Warrant, on the exercise hereof as provided in Section 1 at
any time after the consummation of such reorganization, consolidation or
merger or the effective date of such dissolution, as the case may be, shall
receive, in lieu of the Common Stock (or Other Securities) issuable on such
exercise prior to such consummation or such effective date, the stock and
other securities and property (including cash) to which the Holder would
have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if the Holder had so exercised this
Warrant, immediately prior thereto, all subject to further adjustment
thereafter as provided herein.
4.2. DISSOLUTION. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or
assets, the Company, prior to such dissolution, shall at its expense
deliver or cause to be delivered the stock and other securities and
property (including cash, where applicable) receivable by the Holder of
this Warrant after the effective date of such dissolution pursuant to this
Section 4 to a bank or trust company, as trustee for the Holder or Holders
of this Warrant.
4.3. CONTINUATION OF TERMS. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to
in this Section 4, this Warrant shall continue in full force and effect and
the terms hereof shall be applicable to the shares of stock and other
securities and property receivable on the exercise of this Warrant after
the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may
be, and shall be binding upon the issuer of any such stock or other
securities, including, in the case of any such transfer, the person
acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms
of this Warrant as provided in Section 8.
5. ADJUSTMENT FOR EXTRAORDINARY EVENTS. The Purchase Price to be paid by the
Holder upon exercise of this Warrant shall be adjusted in case at any time or
from time to time the Company should (i) subdivide the outstanding shares of
Common Stock into a greater number of shares, (ii) consolidate the outstanding
shares of Common Stock into a smaller number of shares, (iii) issue shares of
Common Stock or securities convertible into or exchangeable for shares of Common
Stock as a dividend to all or substantially all holders of shares of Common
Stock or (iv) issue by reclassification of shares of Common Stock, any shares of
capital stock of the
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Company, in each event pursuant to Article XI of the Purchase Agreement as if
such provisions were specifically set forth herein.
6. EXERCISE PRICE RESET. [RESERVED]
7. REDEMPTION.
7.1. VOLUNTARY REDEMPTION. Provided no Event of Default then exists,
the Company may, at any time on or after January 1, 2000 if a Redemption
Event (as hereinafter defined) has occurred at its option and following at
least thirty (30) days prior written notice to the Holder, redeem (each, a
"Redemption") for cash, all or any portion of this Warrant remaining
unexercised on the Redemption Date (as hereafter defined) for a redemption
price per share (the "Redemption Price") equal to $.10 per share of Common
Stock (or Other Securities) which would be issuable upon exercise of this
Warrant (the "Warrant Shares"); PROVIDED, HOWEVER, that if (1) the
Threshold Price (as hereinafter defined) on the Reference Date (as
hereinafter defined) is equal to or in excess of $17.50 and the Redemption
Date is between January 1, 2000 and June 30, 2000, then the Company may
redeem up to (but not more than) 33a% of the total number of Warrant Shares
underlying this Warrant; (2) the Threshold Price on the Reference Date is
equal to or in excess of $20.00 and the Redemption Date is between July 1,
2000 and December 31, 2000, then the Company may redeem up to (but not more
than) 66b% of the total number of Warrant Shares underlying this Warrant;
and (3) the Threshold Price on the Reference Date is equal to or in excess
of $22.50 and the Redemption Date is after January 1, 2001, then the
Company may redeem up to 100% of the total number of Warrant Shares
underlying this Warrant. As used herein, "Redemption Event" shall mean
that the Threshold Price preceding any Reference Date equals or exceeds
$17.50 per share. As used herein "Threshold Price" shall mean the lowest
Closing Bid Price for the Common Stock during the 20 Trading Days ending
three days prior to the date on which the Company delivers the Redemption
Notice and "Reference Date" shall mean the third (3rd) day preceding the
date on which the Redemption Notice is received by the Holder.
7.2. NOTICE OF REDEMPTION. If the Company elects to redeem any or all
of this Warrant pursuant to the terms hereof, the Company shall (i) give
not less than thirty (30) days prior written notice of such Redemption (the
"Redemption Notice") to the Holder (together with each of the other holders
of the warrants of the same class hereof) at such Holder's address as it
appears on the books and records of the Company by facsimile transmission
(if such Holder shall have provided a facsimile number), and (ii) set
aside, apart from its other funds, or provide written evidence reasonably
satisfactory to each Holder of the Company's ability to fund the Redemption
Price in the amount equal to the Redemption Price subject to Redemption at
that time for the benefit of all Holders subject to Redemption; and the
Warrant Shares then subject to Redemption and not otherwise converted prior
to the Redemption Date shall, on the date which is thirty (30) days after
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the deposit of Redemption Notice in accordance with clause (i) of this
sentence (the "Redemption Date"), cease to be outstanding and the rights of
the Holders and owners thereof shall be limited to payment of the
Redemption Price thereof. The Company shall deliver the Redemption Price
to the Holders in cash or by wire transfer as indicated by the Holder
within two (2) business days of the Redemption Date. Should any Holder not
receive payment of any amounts due on Redemption of its Warrant Shares by
reason of the Company's failure to make payment at the times described
above for any reason (other than as a result of any action by Holder in
breach of this Warrant or the Purchase Agreement), the Company shall pay to
the applicable Holder on demand (x) interest on the sums not paid when due
at an annual rate equal to sixteen percent (16%), compounding at the end of
each thirty (30) days, until the applicable Holder is paid in full, and (y)
all costs of collection, including, but not limited to reasonable
attorneys' fees and costs, whether or not suit or other formal proceedings
are instituted. The Redemption Price shall (in the reasonable discretion
of the Board of Directors of the Company) be adjusted to take into account
any stock split or other similar event.
7.3. SELECTION OF WARRANT SHARES. The Company shall select the
Warrants to be redeemed in a Redemption in which not all Warrants of this
class are to be redeemed so that the Warrant Shares of each Holder selected
for Redemption shall bear the same proportion to the total Warrant Shares
owned by that Holder that the proportion of all Warrant Shares selected for
Redemption bears to the total number of Warrant Shares. Should any Warrant
Shares required to be redeemed under the terms hereof not be redeemed
solely by reason of limitations imposed by law, the applicable Warrant
Shares shall be redeemed on the earliest possible date that the applicable
Warrant Shares may be redeemed to the maximum extent permitted by law.
Except as set forth above, the Board of Directors shall prescribe the
manner in which any Redemption shall be effected.
8. NO IMPAIRMENT. The Company will 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, but will at all times in good faith assist in the carrying out of all
such terms and in the taking of all such action as may be necessary or
appropriate in order to protect the rights of the Holder of this Warrant against
impairment. Without limiting the generality of the foregoing, the Company (a)
will not increase the par value of any shares of stock receivable on the
exercise of this Warrant above the amount payable therefor on such exercise, (b)
will take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and nonassessable shares of
stock on the exercise of this Warrant and (c) will not transfer all or
substantially all of its properties and assets to any other person (corporate or
otherwise), or consolidate with or merge into any other person or permit any
such person to consolidate with or merge into the Company (if the Company is not
the surviving person), unless such other person shall expressly assume in
writing and will be bound by all the terms of this Warrant.
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9. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any adjustment
or readjustment in the shares of Common Stock (or Other Securities) or the
Purchase Price issuable on the exercise of this Warrant, the Company at its
expense will cause independent certified public accountants of national standing
selected by the Company (which may be the Company's auditors) to compute such
adjustment or readjustment in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or sale
and as adjusted and readjusted as provided in this Warrant. The Company will
forthwith mail a copy of each such certificate to the Holder of this Warrant,
and will, on the written request at any time of the Holder of this Warrant,
furnish to the Holder a like certificate setting forth the Purchase Price at the
time in effect and showing how it was calculated. Notwithstanding the
foregoing, the Company shall not be required to cause its independent certified
public accountants to deliver more than one (1) such certificate in each
calendar quarter.
10. NOTICES OF RECORD DATE, ETC. In the event of
(a) any taking by the Company of a record of the holders of any
class or securities for the purpose of determining the holders thereof
who are entitled to receive any dividend or other distribution, or any
right to subscribe for, purchase or otherwise acquire any shares of
stock of any class or any other securities or property, or to receive
any other right, or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the
Company or any transfer of all or substantially all the assets of the
Company to, or consolidation or merger of the Company with or into,
any other person, or
(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
then, and in each such event, the Company will mail or cause to be mailed to the
Holder of this Warrant a notice specifying (i) the date on which any such record
is to be taken for the purpose of such dividend, distribution or right, and
stating the amount and character of such dividend, distribution or right, and
(ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any, as of which the holders of
record of Common Stock (or Other Securities) shall be entitled to exchange their
shares of Common Stock (or Other Securities) for securities or other property
deliverable on such reorganization, reclassification, recapitalization,
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transfer, consolidation, merger, dissolution, liquidation or winding-up. Such
notice shall be mailed at least 20 days prior to the date specified in such
notice on which any action is to be taken.
11. RESERVATION OF STOCK, ETC. ISSUABLE ON EXERCISE OF WARRANT. The Company
will at all times reserve and keep available, solely for issuance and delivery
on the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant.
12. EXCHANGE OF WARRANT. On surrender for exchange of this Warrant, properly
endorsed, to the Company, the Company at its expense will issue and deliver to
or on the order of the holder thereof a new Warrant of like tenor, in the name
of such Holder or as such Holder (on payment by such holder of any applicable
transfer taxes) may direct, calling in the aggregate on the face or faces
thereof for the number of shares of Common Stock called for on the face of the
Warrant so surrendered.
13. REPLACEMENT OF WARRANT. On receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of any such loss, theft or destruction of this Warrant, on delivery
of an indemnity agreement or security reasonably satisfactory in form and amount
to the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
14. REMEDIES. The Company stipulates that the remedies at law of the Holder of
this Warrant in the event of any 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, and that such terms 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.
15. NEGOTIABILITY, ETC. This Warrant is issued upon the following terms, to
all of which each Holder or owner hereof by the taking hereof consents and
agrees:
(a) title to this Warrant may be transferred by endorsement (by
the Holder hereof executing the form of assignment at the end hereof)
and delivery in the same manner as in the case of a negotiable
instrument transferable by endorsement and delivery;
(b) any person in possession of this Warrant properly endorsed
is authorized to represent himself as absolute owner hereof and is
empowered to transfer absolute title hereto by endorsement and
delivery hereof to a BONA FIDE purchaser hereof for value; each prior
taker or owner waives and renounces all of his equities or rights in
this Warrant in favor of each such BONA FIDE purchaser, and each such
BONA FIDE purchaser shall acquire absolute title hereto and to all
rights represented hereby;
Page 9
(c) until this Warrant is transferred on the books of the
Company, the Company may treat the registered Holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice to
the contrary; and
(d) notwithstanding the foregoing, this Warrant may not be sold,
transferred or assigned except pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Act"),
or, pursuant to an applicable exemption therefrom (including in
accordance with Regulation D promulgated under the Act).
16. REGISTRATION RIGHTS. The Company is obligated to register the shares of
Common Stock issuable upon exercise of this Warrant pursuant to the "Second
Registration Statement" as defined in a Registration Rights Agreement between
the Company and the Holder dated the date of the Purchase Agreement.
17. NOTICES, ETC. All notices and other communications from the Company to the
holder of this Warrant shall be mailed by first class registered or certified
mail, postage prepaid, at such address as may have been furnished to the Company
in writing by the Holder or, until any the Holder furnishes to the Company an
address, then to, and at the address of, the last Holder of this Warrant who has
so furnished an address to the Company.
18. MISCELLANEOUS. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be construed and enforced in accordance with and
governed by the internal laws of the State of New York, except where the
Delaware General Corporation Law applies. The headings in this Warrant are for
purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. This Warrant is being executed as an instrument under seal. The
invalidity or unenforceability of any provision hereof shall in no way affect
the validity or enforceability of any other provision.
[SIGNATURE PAGE FOLLOWS]
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DATED as of December 9, 1997.
VISUAL EDGE SYSTEMS INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇▇▇▇▇▇,
Chairman of the Board and Vice President
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EXHIBIT A
FORM OF NOTICE OF EXERCISE - WARRANT
(To be executed only upon exercise or conversion
of the Warrant in whole or in part)
To Visual Edge Systems Inc.
The undersigned registered holder of the accompanying Warrant hereby
exercises such Warrant or portion thereof for, and purchases thereunder,
______________(1) shares of Common Stock (as defined in such Warrant) and
herewith makes payment therefor in the amount and manner set forth below, as of
the date written below. The undersigned requests that the certificates for such
shares of Common Stock be issued in the name of, and delivered to,
_________________________________ whose address is ______________
________________________________________________________.
The Exercise Price is paid as follows:
- Bank draft payable to the Company in the amount of $ ________________.
- Wire transfer to the account of the Company in the amount of $
___________.
- Delivery of _________ previously held shares of Common Stock having an
aggregate Market Price of $ ___________.
- Cashless exercise. Surrender of ___________ shares purchasable under
this Warrant for such shares of Common Stock issuable in exchange
therefor pursuant to the Cashless Exercise provisions of the Warrant,
as provided in Section 1.1 (iv) thereto.
Upon exercise pursuant to this Notice of Exercise, the holder will be in
compliance with the Limitation on Exercise (as defined in the Securities
Purchase Agreement pursuant to which this Warrant was issued).
Dated: ____________________
-------------------------------------------------
(Name must conform to name of holder as specified
on the face of the Warrant)
______________________
(1) Insert the number of shares of Common Stock as to which the accompanying
Warrant is being exercised. In the case of a partial exercise, a new Warrant or
Warrants will be issued and delivered, representing the unexercised portion of
the accompanying Warrant, to the holder surrendering the same.
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By:
---------------------------------------------
Name:
Title:
Address:
Date of Exercise: _________________________
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