EXHIBIT 4.2
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS WARRANT
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH
ACT OR SUCH LAWS OR ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH
LAWS.
Number of Shares Underlying Warrant: *_________________*
-------------------------------
▇▇▇▇▇▇▇▇▇.▇▇▇ INC.
WARRANT
-------------------------------
This certifies that, for good and valuable consideration, ▇▇▇▇▇▇▇▇▇.▇▇▇
INC., a Delaware corporation (including its permitted successor(s) and
assign(s), the "Company"), grants to
------------------------------------
(Name of Warrantholder)
(including its successors and assigns in accordance herewith, the
"Warrantholder"), the right to subscribe for and purchase from the Company
______________________ (_____) validly issued, fully paid and nonassessable
shares of common stock, par value US$0.001 per share (the "Common Stock"), of
the Company (such shares underlying this warrant being the "Warrant Shares") at
the purchase price per share (the "Exercise Price") equal to US$_________ (being
the original purchase price per Unit paid by the Warrantholder, as such price
may be adjusted to reflect the price adjustments contained herein) until 5:00
p.m. Eastern Daylight Time on o, 2000 (the "Expiration Date"), all subject to
the terms, conditions and adjustments herein set forth.
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1. Duration and Exercise of Warrant; Limitation on Exercise; Payment of
Taxes.
1.1 Duration and Exercise of Warrant. Subject to the terms and conditions
set forth herein, the Warrant may be exercised, in whole or in part, by the
Warrantholder by:
(a) the surrender of this Warrant to the Company, with a duly executed Exercise
Notice in the form attached hereto as Exhibit A specifying the number of Warrant
Shares to be purchased, during normal business hours on any business day prior
to the Expiration Date; and
(b) the delivery of payment to the Company, for the account of the Company, by
cash or by certified or bank cashier's check, of the Exercise Price for the
number of Warrant Shares specified in the Exercise Notice in lawful money of the
United States of America. The Company agrees that such Warrant Shares shall be
deemed to be issued to the Warrantholder as the record holder of such Warrant
Shares as of the close of business on the date on which this Warrant shall have
been surrendered and payment made for the Warrant Shares as aforesaid (or as
provided in Section 1.2 below).
1.2 Conversion Right (Cashless Exercise).
(a) In lieu of the payment of the Exercise Price, the Warrantholder shall have
the right (but not the obligation) to require the Company to convert this
Warrant, in whole or in part, into shares of Common Stock (the "Conversion
Right") as provided for in this Section 1.2. Upon exercise of the Conversion
Right, the Company shall deliver to the Warrantholder (without payment by the
Warrantholder of any of the Exercise Price) that number of shares of Common
Stock equal to the quotient obtained by dividing (x) the sum of (A) the value of
the Warrant at the time the Conversion Right is exercised (determined by
subtracting the aggregate Exercise Price in effect immediately prior to the
exercise of the Conversion Right from the aggregate Fair Market Value for the
shares of Common Stock issuable upon exercise of the Warrant immediately prior
to the exercise of the Conversion Right) and (B) the aggregate par value for
such Common Stock by (y) the Fair Market Value of one share of Common Stock
immediately prior to the exercise of the Conversion Right, provided that the
Warrantholder has paid to the Company the par value for such Common Stock. The
Fair Market Value of a share of Common Stock as of a particular date (the
"Determination Date") shall mean:
(i) If the Common Stock is listed on a national securities exchange, then
the Fair Market Value shall be the average of the last 10 "daily sales
prices" of the Common Stock on the principal national securities
exchange on which the Common Stock is listed or admitted for trading
on the last 10 business days prior the Determination Date, or if not
listed or traded on any such exchange, then the Fair Market Value
shall be the average of the last 10 "daily sales prices" of the Common
Stock on the National Market of The Nasdaq Stock Market (the "Nasdaq
National Market") on the last 10 business days prior to the
Determination Date. The "daily sales price" shall be the closing price
of the Common Stock at the end of each day; or
(ii) If the Common Stock is not so listed or admitted to unlisted trading
privileges or if no such sale is made on at least nine of such days,
then the Fair Market Value shall be the fair value as reasonably
determined in good faith by the Company's Board of
2
Directors (which determination shall be supported by a fairness opinion of
an investment bank and reasonably described in the written notice delivered
to the Warrantholder together with the Common Stock certificates).
(b) The Conversion Right may be exercised by the Warrantholder on any business
day prior to the Expiration Date by delivering to the Company the Warrant
Certificate, with a duly executed Exercise Notice with the conversion section
completed, exercising the Conversion Right and specifying the total number of
shares of Common Stock that will be issued to the Warrantholder pursuant to such
conversion.
1.3 Limitations on Exercise. Notwithstanding anything to the contrary
herein, this Warrant may be exercised only upon the delivery to the Company of
any certificates or other documents reasonably requested by the Company to
satisfy the Company that the proposed exercise of this Warrant may be effected
without registration under the Securities Act. The Warrantholder shall not be
entitled to exercise this Warrant, or any part thereof, unless and until such
certificates or other documents are reasonably acceptable to the Company. In the
event that the Warrantholder delivers payment of the Exercise Price pursuant to
Section 1.1 in connection with a proposed exercise of this Warrant and the
Company reasonably determines that no exemption from such registration is
available for such exercise, then the Company shall promptly return such payment
to the Warrantholder. In such event, the Warrantholder shall be deemed to have
exercised the Conversion Right provided for in Section 1.2(b) in connection with
such exercise without the necessity of providing further documentation or
information.
1.4 Warrant Shares Certificate. A stock certificate or certificates for the
Warrant Shares specified in the Exercise Notice shall be delivered to the
Warrantholder within 10 business days after receipt of the Exercise Notice and
receipt of payment of the purchase price if the Conversion Right is not
exercised. If this Warrant shall have been exercised only in part, the Company
shall, at the time of delivery of the stock certificate or certificates, deliver
to the Warrantholder a new Warrant evidencing the rights to purchase the
remaining Warrant Shares, which new Warrant shall in all other respects be
identical with this Warrant.
1.5 Payment of Taxes. The issuance of certificates for Warrant Shares shall
be made without charge to the Warrantholder for any stock transfer or other
issuance tax in respect thereto; provided, however, that the Warrantholder shall
be required to pay any and all taxes which may be payable in respect of any
transfer involved in the issuance and delivery of any certificate in a name
other than that of the then Warrantholder as reflected upon the books of the
Company.
1.6 Divisibility of Warrant; Transfer of Warrant.
(a) Subject to the provisions of this Section 1.6, this Warrant may be divided
into warrants of 1,000 shares or multiples thereof, upon surrender at the
principal office of the Company, without charge to any Warrantholder. Upon such
division, the Warrants may be transferred of record as the then Warrantholder
may specify without charge to such Warrantholder (other than any applicable
transfer taxes). In addition, subject to the provisions of this Section 1.6, the
Warrantholder shall also have the right to transfer this Warrant in its entirety
to any person or entity.
(b) Upon surrender of this Warrant to the Company with a duly executed
Assignment Form in the form attached hereto as Exhibit B and funds sufficient to
pay any transfer tax, the Company
3
shall, without charge, execute and deliver a new Warrant or Warrants of like
tenor in the name of the assignee named in such Assignment Form, and this
Warrant shall promptly be canceled. Each Warrantholder agrees that prior to any
proposed transfer (whether as the result of a division or otherwise) of this
Warrant, such Warrantholder shall give written notice to the Company of such
Warrantholder's intention to effect such transfer. Each such notice shall
describe the manner and circumstances of the proposed transfer in sufficient
detail, and, if requested by the Company, shall be accompanied by a written
opinion of legal counsel, which opinion shall be addressed to the Company and be
reasonably satisfactory in form and substance to the Company's counsel, to the
effect that the proposed transfer of this Warrant may be effected without
registration under the Securities Act. The Warrantholder shall not be entitled
to transfer this Warrant, or any part thereof, if such legal opinion is not
acceptable to the Company or if such documentation is not provided. The term
"Warrant" as used in this Agreement shall be deemed to include any Warrants
issued in substitution or exchange for this Warrant.
2. Restrictions on Transfer; Restrictive Legends.
Except as otherwise permitted by this Section 2, each Warrant shall (and
each Warrant issued upon direct or indirect transfer or in substitution for any
Warrant pursuant to Section 1.6 or Section 4 shall) be stamped or otherwise
imprinted with a legend in substantially the following form:
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON THE EXERCISE OF THIS
WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR
ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT AND SUCH LAWS.
Except as otherwise permitted by this Section 2, each stock certificate for
Warrant Shares issued upon the exercise of any Warrant and each stock
certificate issued upon the direct or indirect transfer of any such Warrant
Shares shall be stamped or otherwise imprinted with a legend in substantially
the following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN
MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
OR SUCH LAWS OR ANY EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND
SUCH LAWS.
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Notwithstanding the foregoing, the Warrantholder may require the Company to
issue a Warrant or a stock certificate for Warrant Shares, in each case without
a legend, if either (i) such Warrant or such Warrant Shares, as the case may be,
have been sold pursuant to an effective Registration Statement under the
Securities Act or (ii) the Warrantholder has delivered to the Company an opinion
of legal counsel, which opinion shall be addressed to the Company and be
reasonably satisfactory in form and substance to the Company's counsel, to the
effect that such legend is not required with respect to such Warrant or such
Warrant Shares, as the case may be.
3. Reservation of Shares, Etc.
The Company covenants and agrees as follows:
(a) all Warrant Shares which are issued upon the exercise of this Warrant will,
upon issuance, be validly issued, fully paid, and nonassessable, not subject to
any preemptive rights, and free from all taxes, liens, security interests,
charges and other encumbrances with respect to the issue thereof, other than
taxes with respect to any transfer occurring contemporaneously with such issue;
(b) during the period within which this Warrant may be exercised, the Company
will at all times have authorized and reserved, and keep available free from
preemptive rights, a sufficient number of shares of Common Stock to provide for
the exercise of the rights represented by this Warrant; and
(c) the Company will, from time to time, take all such action as may be required
to assure that the par value per share of the Warrant Shares is at all times
equal to or less than the then effective Exercise Price.
4. Loss or Destruction of Warrant.
Subject to the terms and conditions hereof, upon receipt by the Company of
evidence reasonably satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant and, in the case of loss, theft or destruction, of
such bond or indemnification as the Company may reasonably require, and, in the
case of such mutilation, upon surrender and cancellation of this Warrant, the
Company will execute and deliver a new Warrant of like tenor.
5. Ownership of Warrant.
The Company may deem and treat the person in whose name this Warrant is
registered as the holder and owner hereof (notwithstanding any notations of
ownership or writing hereon made by anyone other than the Company) for all
purposes and shall not be affected by any notice to the contrary, until
presentation of this Warrant for registration of transfer.
6. Certain Adjustments.
6.1 The number of Warrant Shares purchasable upon exercise of this Warrant
and the Exercise Price shall be subject to adjustment as follows:
(a) Stock Dividends. If at any time after the date of the issuance of this
Warrant (i) the Company shall fix a record date for the issuance of any stock
dividend payable in shares of
5
Common Stock or (ii) the number of shares of Common Stock shall have been
increased by a subdivision or split-up of shares of Common Stock, then, on the
record date fixed for the determination of holders of Common Stock entitled to
receive such dividend or immediately after the effective date of subdivision or
split up, as the case may be, the number of shares to be delivered upon exercise
of this Warrant will be increased so that the Warrantholder will be entitled to
receive the number of shares of Common Stock that such Warrantholder would have
owned immediately following such action had this Warrant been exercised
immediately prior thereto, and the Exercise Price will be adjusted as provided
below in paragraph (g).
(b) Combination of Stock. If the number of shares of Common Stock outstanding at
any time after the date of the issuance of this Warrant shall have been
decreased by a combination of the outstanding shares of Common Stock, then,
immediately after the effective date of such combination, the number of shares
of Common Stock to be delivered upon exercise of this Warrant will be decreased
so that the Warrantholder thereafter will be entitled to receive the number of
shares of Common Stock that such Warrantholder would have owned immediately
following such action had this Warrant been exercised immediately prior to such
combination, and the Exercise Price will be adjusted as provided below in
paragraph (g).
(c) Reorganization, etc. If any capital reorganization of the Company, any
reclassification of the Common Stock, any consolidation of the Company with or
merger of the Company with or into any other person, or any sale or lease or
other transfer of all or substantially all of the assets of the Company to any
other person, shall be effected in such a way that the holders of Common Stock
shall be entitled to receive stock, other securities or assets (whether such
stock, other securities or assets are issued or distributed by the Company or
another person) with respect to or in exchange for Common Stock, then, upon
exercise of this Warrant, the Warrantholder shall have the right to receive the
kind and amount of stock, other securities or assets receivable upon such
reorganization, reclassification, consolidation, merger or sale, lease or other
transfer by a holder of the number of shares of Common Stock that such
Warrantholder would have been entitled to receive upon exercise of this Warrant
had this Warrant been exercised immediately prior to such reorganization,
reclassification, consolidation, merger or sale, lease or other transfer,
subject to adjustments that shall be as nearly equivalent as may be practicable
to the adjustments provided for in this Section 6.1.
(d) Distributions to All Holders of Common Stock. If the Company shall, at any
time after the date of issuance of this Warrant, fix a record date to distribute
to all holders of its Common Stock, any shares of capital stock of the Company
(other than Common Stock) or evidences of its indebtedness or assets (not
including cash dividends or other distributions, whether paid from retained
earnings of the Company or otherwise) or rights or warrants to subscribe for or
purchase any of its securities, then the Warrantholder shall be entitled to
receive, upon exercise of the Warrant, that portion of such distribution to
which it would have been entitled had the Warrantholder exercised its Warrant
immediately prior to the date of such distribution. At the time it fixes the
record date for such distribution, the Company shall allocate sufficient
reserves to ensure the timely and full performance of the provisions of this
Section 6.1(d). The Company shall promptly (but in any case no later than five
Business Days prior to the record date of such distribution) mail by first
class, postage prepaid, to the Warrantholder, notice that such distribution will
take place.
(e) Fractional Shares. No fractional shares of Common Stock or scrip shall be
issued to a
6
Warrantholder in connection with the exercise of this Warrant. Instead of any
fractional shares of Common Stock that would otherwise be issuable to such
Warrantholder, the Company will pay to such Warrantholder a cash adjustment in
respect of such fractional interest in an amount equal to that fractional
interest of the then current Fair Market Value per share of Common Stock.
(f) Carryover. Notwithstanding any other provision of this Section 6, no
adjustment shall be made to the number of shares of Common Stock to be delivered
to the Warrantholder (or to the Exercise Price) if such adjustment represents
less than 1% of the number of shares to be so delivered, but any lesser
adjustment shall be carried forward and shall be made at the time and together
with the next subsequent adjustment which together with any adjustments so
carried forward shall amount to 1% or more of the number of shares to be so
delivered.
(g) Exercise Price Adjustment. Whenever the number of Warrant Shares purchasable
upon the exercise of this Warrant is adjusted, as herein provided, the Exercise
Price payable upon the exercise of this Warrant shall be adjusted by multiplying
such Exercise Price immediately prior to such adjustment by a fraction, of which
the numerator shall be the number of Warrant Shares purchasable upon the
exercise of the Warrant immediately prior to such adjustment, and of which the
denominator shall be the number of Warrant Shares purchasable immediately
thereafter.
6.2 Other Dilutive Events. In case any event shall occur as to which the
provisions of Section 6.1 are not strictly applicable, but the failure to make
any adjustment would not fairly protect the purchase rights represented by this
Warrant in accordance with the essential intent and principles of such section,
then, in each such case, the Company shall, at its expense, appoint a firm of
independent public accountants of recognized national standing (who may be the
independent public accountants regularly employed by the Company) to issue a
report which shall determine the adjustment, if any, on a basis consistent with
the essential intent and principles established in Section 6.1, necessary to
preserve without dilution the purchase rights represented by this Warrant. Upon
receipt of such report, the Company will promptly mail a copy thereof to the
Warrantholder and shall make the adjustments described therein.
6.3 Notice of Adjustments. Whenever the number of Warrant Shares or the
Exercise Price of such Warrant Shares is adjusted, as herein provided, the
Company shall promptly mail by first class, postage prepaid, to the
Warrantholder, notice of such adjustment or adjustments and a certificate of a
firm of independent public accountants of recognized national standing selected
by the Board of Directors of the Company (who shall be appointed at the
Company's expense and who may be the independent public accountants regularly
employed by the Company) setting forth the number of Warrant Shares and the
Exercise Price of such Warrant Shares after such adjustment, a brief statement
of the facts requiring such adjustment, and the computation by which such
adjustment was made.
6.4 Notice of Extraordinary Corporate Events. In case the Company after the
date hereof shall propose to (i) distribute any dividend (whether stock or cash
or otherwise) to the holders of shares of Common Stock or to make any other
distribution to the holders of shares of Common Stock, (ii) offer to the holders
of shares of Common Stock rights to subscribe for or purchase any additional
shares of any class of stock or any other rights or options, or (iii) effect any
reclassification of the Common Stock (other than a reclassification involving
merely the par value or a subdivision or combination of outstanding shares of
Common Stock), any capital reorganization, any consolidation or merger (other
than a merger in which no distribution of
7
securities or other property is to be made to holders of shares of Common
Stock), any sale, transfer or other disposition of all or substantially all of
its property, assets and business, or the liquidation, dissolution or winding up
of the Company, then, in each such case, the Company shall mail to each
Warrantholder notice of such proposed action, which notice shall specify the
date on which (a) the books of the Company shall close, or (b) a record shall be
taken for determining the holders of Common Stock entitled to receive such stock
dividends or other distribution or such rights or transfer, other disposition,
liquidation, dissolution or winding up shall take place or commence, as the case
may be, and the date, if any, as of which it is expected that holders of record
of Common Stock shall be entitled to receive securities or other property
deliverable upon such action. Such notice shall be mailed in the case of any
action covered by clause (i) or (ii) above at least 10 days prior to the record
date for determining holders of Common Stock for purposes of receiving such
payment or offer, or in the case of any action covered by clause (iii) above at
least 30 days prior to the date upon which such action takes place and 20 days
prior to any record date to determine holders of Common Stock entitled to
receive such securities or other property.
6.5 Effect of Failure to Notify. Failure to file any certificate or notice
or to mail any notice, or any defect in any certificate or notice, pursuant to
Sections 6.3 and 6.4 shall not affect the legality or validity of the adjustment
to the Exercise Price, the number of shares purchasable upon exercise of this
Warrant or any transaction giving rise thereto.
6.6 Merger with ▇▇▇▇▇▇▇▇▇.▇▇▇ Inc. Notwithstanding the foregoing or any
other provisions contained herein, the Company will only be required to provide
the Warrantholder with notice of the effective date, if any, of the Company's
merger with and into ▇▇▇▇▇▇▇▇▇.▇▇▇ Inc., a Delaware corporation ("Delco"). The
Warrantholder, by his, her or its acceptance hereof and delivery of the
subscription documents in connection herewith, conclusively consents in all
capacities to such merger, pursuant to which shares having substantially
identical characteristics will be issued by Delco on a 1.00:1.00 basis to
holders of equity in the Company and pursuant to which Delco shall succeed to
all of the assets of the Company and assume all of the liabilities of the
Company (including liabilities to the Warrantholder in such capacity). No
adjustment otherwise contemplated by this Section 6 shall be made in connection
with such merger.
7. Miscellaneous.
7.1 Entire Agreement. This Warrant constitutes the entire agreement between
the Company and the Warrantholder with respect to the Warrants.
7.2 Binding Effects; Benefits. This Warrant shall inure to the benefit of
and shall be binding upon the Company and the Warrantholder and their respective
legal representatives, successors and assigns, as applicable. Nothing in this
Warrant, expressed or implied, is intended to or shall confer on any person
other than the Company and the Warrantholder, or their respective heirs, legal
representatives, successors or assigns, any rights, remedies, obligations or
liabilities under or by reason of this Warrant.
7.3 Section and Other Headings. This section and other headings contained
in this Warrant are for reference purposes only and shall not be deemed to be a
part of this Warrant or to affect the meaning or interpretation of this Warrant.
8
7.4 Pronouns. All pronouns and any variations thereof refer to the
masculine, feminine or neuter, singular or plural, as the context may require.
7.5 Further Assurances. Each of the Company and the Warrantholder shall do
and perform all such further acts and things and execute and deliver all such
other certificates, instruments and documents as the Company or the
Warrantholder may, at any time and from time to time, reasonably request in
connection with the performance of any of the provisions of this Agreement.
7.6 Notices. All notices and other communications required or permitted to
be given under this Warrant shall be in writing and shall be deemed to have been
duly given if delivered personally or sent by United States mail, postage
prepaid, to the parties hereto at the following addresses or to such other
address as any party hereto shall hereafter specify by notice to the other party
hereto:
(a) if to the Company, addressed to:
Planet ▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇
Attn:General Counsel
Telephone: 514/▇▇▇-▇▇▇▇
Facsimile: 514/866-5020
(b) if to the Warrantholder, addressed to him, her or it
at the address contained in the Warrantholder's
subscription for the Unit(s) of which this warrant
forms a part:
Except as otherwise provided herein, all such notices and communications shall
be deemed to have been received on the date of delivery thereof, if delivered
personally, or on the third business day after the mailing thereof.
7.7 Separability. Any term or provision of this Warrant which is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the terms and provisions of this Warrant or affecting the
validity or enforceability of any of the terms or provisions of this Warrant in
any other jurisdiction.
[The remainder of this page intentionally left blank]
9
7.8 Governing Law. This Warrant shall be deemed to be a contract made under
the laws of the State of New York and for all purposes shall be governed by and
construed in accordance with the laws of such state applicable to such
agreements made and to be performed entirely within such state.
7.9 No Rights or Liabilities as Stockholder. Nothing contained in this
Warrant shall be determined as conferring upon the Warrantholder any rights as a
stockholder of the Company or as imposing any liabilities on the Warrantholder
to purchase any securities whether such liabilities are asserted by the Company
or by creditors or stockholders of the Company or otherwise.
[Signature Page is Next]
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its
duly authorized officer.
▇▇▇▇▇▇▇▇▇.▇▇▇ INC.
By:
------------------------------------
Name:
Title:
Dated: ______________, 1999
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EXHIBIT A
FORM OF EXERCISE NOTICE
The undersigned registered owner of this Warrant hereby irrevocably
exercises this Warrant, or portion hereof (representing an integral number of
underlying shares of Common Stock) below designated, into shares of Common Stock
of ▇▇▇▇▇▇▇▇▇.▇▇▇ Inc. (or its permitted successor(s), collectively, Planet411)
in accordance with the terms of the Warrant, and directs that the shares
issuable and deliverable upon such exercise and a Warrant for shares of the
Common Stock of Planet411 representing the unexercised portion of this Warrant,
together with a check for fractional shares created by adjustments to this
Warrant, be issued and delivered to the registered holder hereof unless a
different name has been indicated below. If shares are to be issued in the name
of a person other than the undersigned, the undersigned will pay all transfer
taxes payable with respect thereto.
Dated:
------------------------------
------------------------------
Signature(s)
Fill in for registration of shares if to be delivered other than to and in the
name of the registered holder:
------------------------------
(Name)
------------------------------
(Street Address)
------------------------------
(City, State and Zip Code)
Please print name and address:
Number of Warrants
Exercised (if less
than all): ______________
------------------------------
Social Security or other
Taxpayer Identification Number
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EXHIBIT B
ASSIGNMENT FORM
To assign this Warrant, fill in the form below: (I) or (we) assign and transfer
this Warrant to
--------------------------------------------------------------------------------
(Insert assignee's soc. sec. or tax I.D. no.)
--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)
--------------------------------------------------------------------------------
and irrevocably appoint ____________________________________ his/its attorney in
fact to transfer this Warrant on the books of the ▇▇▇▇▇▇▇▇▇.▇▇▇ Inc., or its
permitted successor(s) and assign(s), with full power of transfer in the
premises.
Date _________________ _____, _____________
Your Signature:
Corporate name, if applicable: , by
----------------------------------------------------------
(Sign exactly as name appears on the face of this Warrant)
Consent of ▇▇▇▇▇▇▇▇▇.▇▇▇ Inc. (or its permitted successor(s) and assign(s)),
indicated by the signature of an executive officer thereof, is required for the
effective transfer of this Warrant.
----------------------------------------
Name:
Title:
Issuing Company:
