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EXHIBIT AH
WARRANT AGREEMENT
WARRANT AGREEMENT, dated as of March 15, 1996 (the
"Agreement"), by and between PHOENIX INFORMATION SYSTEMS CORP., a Delaware
corporation (the "Company") S-C PHOENIX PARTNERS, a New York general partnership
("S-C" and, together with its successors and permitted assigns, the "Holder").
WHEREAS, the Company proposes to issue and deliver its warrant
certificates ("Warrant Certificates") evidencing 700,000 warrants (the
"Warrants") each to purchase one newly issued share of common stock, par value
$0.01 per share, of the Company ("Common Stock") in connection with that certain
Convertible Note Purchase Agreement, dated as of December 9, 1994, by and
between the Company and S-C (the "Note Purchase Agreement") and that certain
letter agreement, dated the date hereof, by and between the Company and S-C.
NOW THEREFORE, in consideration of the foregoing and for the
purpose of defining the terms and provisions of the Warrants and the respective
rights and obligations thereunder of the Company and the Holder, the Company and
the Holder agree as follows:
1. Certain Definitions. The following terms, as used in this
Agreement, have the following meanings:
(1) "Affiliate" means, with respect to S-C, (A)(a) any Person
controlling, controlled by or under common control with S-C and (b) if (1)
controlling S-C, such Person has a forty percent (40%) or more voting and
beneficial ownership interest in S-C, (2) controlled
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by S-C has a forty percent (40%) or more voting and beneficial ownership
interest in such Person and (3) under common control with S-C, the Person(s)
having such common control have forty percent (40%) or more voting and
beneficial ownership interest in S-C and such Person, and (B) any Person for
which ▇▇▇▇▇▇ ▇▇▇▇▇ d/b/a ▇▇▇▇▇ Fund Management or Chatterjee Fund Management Co.
LP, a Delaware limited partnership, is acting as investment manager or
investment adviser, in each case with investment discretion. For purposes of
this definition, the term "control," when used with respect to any Person, shall
include the power to exercise discretion over the investments of such Person,
and the terms "controlling" and "controlled" have corresponding meanings.
(2) "Business Day" means any day other than a Saturday, Sunday
or day on which banks in New York City are closed for general business.
(3) "Common Stock" has the meaning set forth in the preamble.
(4) "Exercise Period" means the period beginning on the date
hereof and ending at 5 p.m. New York City time on the third anniversary of the
date on which the Company shall have satisfied the conditions contained in
clauses (a) and (b) of the definition of "Tranche E Target Date" set forth in
the Note Purchase Agreement.
(5) "Exercise Price" means $3.00 per share (as provided in
Section 3 and subject to adjustment as provided in Section 4).
(6) "Expiration Date" for the Warrants means the last day of
the Exercise Period.
(7) "Holder" has the meaning set forth in the preamble.
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(8) "Investor Representative" shall be S-C Phoenix Holdings,
L.L.C., a Delaware limited liability company and a general partner of S-C, or
its successor in interest, or the assigned representative of such Person (it
being agreed that at all times there shall be no more than one Investor
Representative).
(9) "Person" means any individual, corporation, limited
liability company, partnership, limited liability company, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
(10) "Underlying Common Stock" means the shares of Common
Stock purchasable by the Holder upon the exercise of the Warrants.
(11) "Warrants" has the meaning set forth in the preamble.
(12) "Warrant Certificates" means the certificates evidencing
the Warrants.
2. Issue of Warrants. The Warrant Certificates shall be in
registered form only and substantially in the form attached hereto as Exhibit A,
shall be dated the date on which signed by an authorized signatory of the
Company and may have such legends and endorsements typed, stamped or printed
thereon as the Company may deem appropriate and as are not inconsistent with the
provisions of this Agreement and the Options Agreement. Warrant Certificates
evidencing 700,000 Warrants may be executed by any authorized officer of the
Company. Warrant Certificates evidencing all 700,000 Warrants shall be delivered
in the name of the Holder to the Investor Representative on the date hereof.
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3. Exercise Price; Exercise of Warrants.
(1) Exercise Price. Each Warrant shall entitle the
Holder, subject to the provisions of this Agreement, to purchase one share of
Common Stock at a purchase price per share equal to the Exercise Price.
(2) Exercise of Warrants Generally.
(i) Exercise During Exercise Period. The
aggregate number of Warrants that may be exercised at any time during the
Exercise Period shall be 700,000. All Warrants not exercised during the Exercise
Period shall expire at 5 p.m. New York City time on the Expiration Date.
(ii) Liquidation Event. If the Company is
liquidated in accordance with the provisions of its Certificate of
Incorporation, then the Warrants shall be deemed to have been exercised.
(iii) Method of Exercise; Payment of
Exercise Price. In order to exercise any or all of the Warrants represented by a
Warrant Certificate, the Holder must surrender the Warrant Certificate to the
Company for exercise, with the reverse side of the Warrant Certificate duly
executed, together with any required payment in full of the Exercise Price for
each share of Underlying Common Stock to which the Holder is entitled, any such
payment of the Exercise Price to be made by check or wire transfer to an account
designated by the Company. If the Holder elects to exercise only a portion of
the Warrants represented by the Warrant Certificate or Certificates registered
in its name, then the remaining portion of the Warrants shall be returned to the
Holder in the form of a new Warrant Certificate. Upon surrender of a Warrant
Certificate and the payment of the Exercise Price in conformity with the
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foregoing provisions, the Company shall promptly issue to the Holder share
certificates representing the Underlying Common Stock to which the Holder is
entitled, registered in the name of the Holder or the name or names of such
Affiliates of the Holder as may be directed in writing by the Holder, and shall
deliver such share certificates to the Person or Persons entitled to receive the
same. The Company shall issue such share certificates within five Business Days
after the payment of the Exercise Price of the Warrants by the Holder, but such
shares shall be deemed issued and outstanding on the date the Warrant is
exercised and the Exercise Price is paid to the Company.
(c) Exercise by Surrender of Warrant; Exercise with
Shares of Common Stock. In addition to the method of exercise set forth in
Section 3(b)(3) above and in lieu of any cash payment required thereunder, the
Holder shall have the right at any time and from time to time to exercise the
Warrants in full or in part (i) by surrendering its Warrant Certificate in the
manner specified in Section 3(b)(3) in exchange for the number of shares of
Common Stock equal to the product of (x) the number of shares as to which the
Warrants are being exercised multiplied by (y) a fraction, the numerator of
which is the Market Price (as defined hereafter) of the Common Stock less the
Exercise Price and the denominator of which is such Market Price, or (ii) by
surrendering the Warrant Certificate in the manner specified in Section 3(b)(3)
above and making any required payment in whole or in part of the Exercise Price
for each share of Underlying Common Stock to which the Holder is entitled with
shares of Common Stock (valued at the Market Price). As used herein, "Market
Price" shall mean the average of the closing prices of the Common Stock sales on
all domestic exchanges on which the
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Common Stock may at the time be listed, or, if there shall have been no sales on
any such exchange on any day, the average of the highest bid and lowest asked
prices on all such exchanges at the end of such day, or, if on any day the
Common Stock shall not be so listed, the average of the representative bid and
asked prices quoted in the NASDAQ System as of 3:30 p.m. New York City time, or
if on any day the Common Stock shall not be quoted in the NASDAQ System, the
average of the high and low bid and asked prices on such day in the domestic
over-the-counter market as reported by the National Quotation Bureau,
Incorporation or any similar successor organization, in each such case averaged
over a period of 30 consecutive Business Days immediately prior to the date of
exercise; provided that if the Common Stock is listed on any domestic exchange
the term "Business Days" as used in this sentence shall mean business days on
which such exchange is open for trading. If at any time the Common Stock is not
listed on any domestic exchange or quoted in the NASDAQ System or the domestic
over-the-counter market, the Market Price shall be deemed to be the fair market
value thereof as of the date of exercise, determined by an independent appraiser
selected by the Company and acceptable to the Holder.
4. Adjustments. The Exercise Price shall be subject
to adjustment as follows:
(a) If, in connection with a financing or series of
financings in an aggregate amount equal to or exceeding $1 million or at any
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time following the date hereof, the Company issues additional shares of
Common Stock (or other securities convertible into or exchangeable for Common
Stock) for a price lower than $3.00 per share, the Exercise Price with respect
to the Warrants shall be automatically and immediately reduced to such lower
price, without any action or request on the part of the Holder. The Company
shall notify the Holder of such reduced Exercise Price in writing prior to any
such issuance or additional shares of Common Stock (or other securities
convertible into or exchangeable for Common Stock); provided that if the Company
should enter into any agreement in connection with such issuance of additional
shares of Common Stock (or other securities convertible into or exchangeable for
Common Stock), the Company shall immediately notify the Holder in writing
thereof and, upon such issuance of shares of Common Stock (or other securities
convertible into or exchangeable for Common Stock), the Exercise Price shall be
automatically reduced to such reduced Exercise Price, effective retroactively to
the effective date of such agreement, whether or not the Warrants have been
exercised during the time period between the effective date of such agreement
and the date of such issuance (and if the Warrants have been exercised during
such period, the Company shall promptly pay to the Holder the difference between
the payment made by the Holder on such exercise and the payment that would have
been required if the Warrants were exercised at such reduced Exercise Price).
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(b) In the event the Company shall issue additional
shares of Common Stock (or securities convertible into or exchangeable for
Common Stock) in a stock dividend, stock distribution or subdivision paid with
respect to Common Stock, or declare any dividend or other distribution payable
with additional shares of Common Stock (or securities convertible into or
exchangeable for Common Stock) with respect to Common Stock or effect a split or
subdivision of the outstanding shares of Common Stock, the Exercise Price shall,
concurrently with the effectiveness of such stock dividend, stock distribution
or subdivision, or the earlier declaration thereof, be proportionately
decreased, and the number of Underlying Common Stock shall be proportionately
adjusted so that, to avoid dilution of the Holder's position, the Holder shall
thereafter be entitled to receive at such adjusted price an additional number of
shares of the Company's Common Stock which such Holder would have owned or would
have been entitled to receive upon or by reason of any of the events described
above, had the Warrants been exercised immediately prior to the happening of
such event.
(c) In the event the outstanding shares of Common
Stock shall be combined or consolidated, by reclassification or otherwise, into
a lesser number of shares of Common Stock, the Exercise Price shall,
concurrently with the effectiveness of such combination or consolidation, be
proportionately increased and the number of Underlying Common Stock shall be
proportionately adjusted
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so that the Holder of any Warrant exercised after such date shall be entitled to
receive, upon payment of the same aggregate amount as would have been payable
before such date, the aggregate number of shares of Common Stock which the
Holder would have owned upon such exercise and been entitled to receive, if such
Warrant had been exercised immediately prior to the happening of such
combination or consolidation.
(d) In the event of any consolidation or merger of
the Company with or into another corporation or the conveyance of all or
substantially all of the assets of the Company to another corporation or entity,
the Warrants shall thereafter be exercisable for the number of shares of capital
stock or other securities or property to which a holder of the number of shares
of Common Stock deliverable upon conversion hereof would have been entitled upon
such consolidation, merger or conveyance; and, in any such case, appropriate
adjustment shall be made in the application of the provisions herein set forth
with respect to the rights and interests of the Holder thereafter, to the end
that the provisions set forth herein (including provisions with respect to
adjustments in the Exercise Price) shall thereafter be applicable, as nearly as
may be practicable, in relation to any shares of stock or other property
thereafter deliverable upon the exercise of Warrants. At the request of the
Holder, the resulting or surviving entity in any such consolidation or merger,
if other than the Company, shall acknowledge in writing the Holder's rights
hereunder.
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5. Loss or Mutilation. Upon receipt by the Company of
evidence satisfactory to it of the ownership of and the loss, theft, destruction
or mutilation of any Warrant Certificate and of indemnity satisfactory to it,
and (in the case of mutilation) upon surrender and cancellation thereof, then,
in the absence of notice to the Company that the Warrants represented thereby
have been acquired by a bona fide purchaser, the Company shall deliver to the
Holder, in exchange for or in lieu of the lost, stolen, destroyed or mutilated
Warrant Certificate, a new Warrant Certificate of the same tenor and for a like
aggregate number of Warrants. Upon the issuance of any new Warrant Certificate
under this Section 5, the Company may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and other expenses in connection herewith. Every new Warrant Certificate
executed and delivered pursuant to this Section 5 in lieu of any lost, stolen or
destroyed Warrant Certificate shall constitute a contractual obligation of the
Company, whether or not the allegedly lost, stolen or destroyed Warrant
Certificate shall be at any time enforceable by anyone, and shall be entitled to
the benefit of this Agreement equally and proportionately with any and all other
Warrant Certificates duly executed and delivered hereunder. The provisions of
this Section 5 are exclusive and shall preclude (to the extent lawful) all other
rights or remedies with respect to the replacement of mutilated, lost, stolen,
or destroyed Warrant Certificates.
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6. Reservation and Authorization of Common Stock. The Company
shall, at all times until the Warrants have been exercised or have expired,
reserve and keep available for issue upon the exercise of Warrants such number
of its authorized but unissued shares of Common Stock as is sufficient for the
purpose of permitting the exercise in full of all outstanding Warrants.
7. Limitations on Transfer; Warrant Transfer Books. The
Warrants may be sold, transferred, pledged, assigned, hypothecated or otherwise
disposed of (collectively, "transferred") only to Affiliates of the Holder. The
Company shall cause to be kept at the principal executive office of the Company
a register in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide the registration of Warrant Certificates and transfers
or exchanges of Warrant Certificates as herein provided.
The Holder of a Warrant Certificate, by its acceptance
thereof, covenants and agrees that the Warrants are being acquired, and the
Underlying Common Stock to be purchased upon the exercise of this Warrant will
be acquired, as an investment and not with a view to the distribution thereof
and will not be sold or transferred except in accordance with the applicable
provisions of the Securities Act of 1933, as amended (the "Act") and the rules
and regulations promulgated thereunder, and that neither this Warrant nor any of
the Underlying Common Stock may be offered or sold except (i) pursuant to an
effective registration statement under the Act, (ii) to the extent applicable,
pursuant to Rule 144
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under the Act (or any similar rule under the Act relating to the disposition of
securities), or (iii) pursuant to an exemption from registration under the Act.
The Warrant Certificates and, upon exercise of the Warrants,
in part or in whole, certificates representing the Underlying Common Stock shall
bear a legend substantially similar to the following:
"The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"), and may not be offered or sold except (i) pursuant to
an effective registration statement under the Act, (ii) to the
extent applicable, pursuant to Rule 144 under the Act (or any
similar rule under the Act relating to the disposition of
securities), or (iii) pursuant to an exemption from
registration under the Act."
At the option of the Holder, Warrant Certificates may be
exchanged at such office upon payment of the charges hereinafter provided.
Whenever any Warrant Certificates are so surrendered for exchange, the Company
shall execute and deliver the Warrant Certificates that the Holder is entitled
to receive. All Warrant Certificates issued upon any registration of transfer or
exchange of Warrant Certificates shall be the valid obligations of the Company,
evidencing the same obligations, and entitled to the same benefits under this
Agreement, as the Warrant Certificates surrendered for such registration of
transfer or exchange.
Every Warrant Certificate surrendered for registration of
transfer or exchange shall (if so required by the Company) be duly endorsed, or
be accompanied by a written instrument of transfer in
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form satisfactory to the Company duly executed by the Holder. No service charge
shall be made for any registration of transfer or exchange of Warrant
Certificates. The Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection with any
registration of transfer of Warrant Certificates.
8. No Voting or Dividend Rights. Prior to the exercise of the
Warrants, the Holder, as a Holder of Warrant Certificates, shall not be entitled
to any rights of a shareholder of the Company, including, without limitation,
the right to vote, to receive dividends or other distributions or to exercise
any preemptive right, but each Holder of Warrant Certificates shall receive all
notices sent to shareholders of the Company, including any notice of meetings of
shareholders, and shall have the right to attend or observe such meetings.
9. Notices. Any notice, demand or delivery authorized by this
Agreement shall be in writing and shall be sufficiently given or made upon
receipt thereof, if made by personal delivery or facsimile transmission (with
confirmed receipt thereof), or four Business Days after mailed, if sent by
first-class mail, postage prepaid, addressed to the Investor Representative or
the Company, as the case may be, at their respective addresses below, or such
other address as shall have been furnished in accordance with this Section 10 to
the party giving or making such notice, demand or delivery:
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(1) If to the Company, to it at:
Phoenix Information Systems Corp.
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Chairman
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
(2) If to the Holder, to the Investor
Representative at:
S-C Phoenix Holdings, L.L.C.
c/o The Chatterjee Group
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇. ▇▇▇▇▇ ▇▇▇▇
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
With an additional copy to:
▇▇▇▇▇ Fund Management
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
Facsimile: ▇▇▇-▇▇▇-▇▇▇▇
10. Applicable Law. This Agreement and each Warrant
Certificate issued hereunder shall be governed by, and construed in accordance
with, the internal laws of the State of New York, without regard to the
conflicts of law principles thereof. The Company and each Holder hereby submit
to the nonexclusive jurisdiction of the United States District Court for the
Southern District of New York and of any New York State court sitting in New
York City for purposes of all legal proceedings arising out of or relating to
this Agreement and the transactions contemplated hereby. The Company and the
Holder irrevocably waive, to the fullest extent permitted by law, any objection
which they may now or hereafter have to the laying of the venue of any such
proceeding
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brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.
11. Successors and Assigns. The provisions of this Agreement
shall inure to the benefit of and be binding upon the respective successors and
permitted assigns of the parties. The Holder may not assign any of its rights
hereunder separate from a transfer of the Warrants in accordance with Section 7
hereof. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations or liabilities under or by reason of
this Agreement.
12. Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement in any number of separate counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
13. Captions and Headings. The captions and headings used in
this Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
14. Amendments and Waivers. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holder. Any
amendment or waiver effected in accordance with this paragraph shall be binding
upon the Holder, each future holder of the Warrants and the Company.
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15. Severability. If one or more provisions of this Agreement
are held to be unenforceable under applicable law, such provisions shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision were so excluded and shall be enforceable in
accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed as of the day and year first above written.
PHOENIX INFORMATION SYSTEMS CORP.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman / CEO
S-C PHOENIX PARTNERS
By S-C PHOENIX HOLDINGS, L.L.C.,
a General Partner
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Manager
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EXHIBIT A
FORM OF WARRANT CERTIFICATE
THE WARRANTS REPRESENTED BY THIS CERTIFICATE
AND THE OTHER SECURITIES ISSUABLE UPON EXERCISE
THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT (i) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE ACT, (ii) TO THE EXTENT
APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR ANY
SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) PURSUANT TO AN EXEMPTION
FROM REGISTRATION UNDER THE ACT.
THIS WARRANT CERTIFICATE AND THE WARRANTS
REPRESENTED HEREBY ARE TRANSFERABLE ONLY
IN ACCORDANCE WITH THE PROVISIONS SET FORTH IN
THE WARRANT AGREEMENT REFERRED TO BELOW.
WARRANTS TO PURCHASE COMMON STOCK
OF PHOENIX INFORMATION SYSTEMS CORP.
No.___ 700,000 Warrants
This certifies that _______________________ is the owner
of the number of Warrants set forth above, each of which represents the right to
purchase from PHOENIX INFORMATION SYSTEMS CORP., a Delaware corporation (the
"Company"), the number of shares of Common Stock, par value $0.01 per share, of
the Company ("Common Stock") determined in accordance with the Warrant Agreement
referred to below at the purchase price set forth in the Warrant Agreement (the
"Exercise Price"), upon surrender hereof at the office of the Company at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ with the Exercise
Subscription Form on the reverse hereof duly executed and with payment in full
(by bank check or wire transfer to an account designated by the Company) of the
purchase price for the shares
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as to which the Warrant(s) represented by this Warrant Certificate are
exercised, or by surrender of this Warrant Certificate in lieu of cash payment,
all subject to the terms and conditions hereof and of the Warrant Agreement
referred to below. The Warrants will expire at 5 p.m. New York City time on the
Expiration Date.
This Warrant Certificate is issued under and in accordance
with a Warrant Agreement, dated as of March 15, 1996 (the "Warrant Agreement"),
between the Company and S-C Phoenix Partners, is subject to the terms and
provisions contained therein, to all of which terms and provisions the holder of
this Warrant Certificate consents by acceptance hereof. The Warrant Agreement is
hereby incorporated herein by reference and made a part hereof. Reference is
hereby made to the Warrant Agreement for a full description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Company and the holders of the Warrants. Capitalized defined terms used herein
have the same meanings as in the Warrant Agreement. Copies of the Warrant
Agreement are on file at the office of the Company and may be obtained by
writing to the Company at the following address:
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
The number of shares of the Common Stock of the Company purchasable upon the
exercise of each Warrant and the price per share are set forth in the Warrant
Agreement.
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All shares of Common Stock issuable by the Company upon the
exercise of Warrants and the payment of the Exercise Price therefor shall be
validly issued, fully paid and nonassessable. The Company shall not be required,
however, to pay any tax, withholding or other charge imposed in connection with
the issuance of any shares of Common Stock upon the exercise of Warrants, and,
in such case, the Company shall not be required to issue or deliver any stock
certificate until such tax, withholding or other charge has been paid or it has
been established to the Company's satisfaction that no tax, withholding or other
charge is due. This Warrant Certificate and all rights hereunder are
transferable, subject to the terms of the Warrant Agreement, by the registered
holder hereof, in whole or in part, upon surrender of this Warrant Certificate
duly endorsed, or accompanied by a written instrument of transfer in form
satisfactory to the Company duly executed by the registered holder and upon
payment of any necessary transfer tax or other governmental charge imposed upon
such transfer. Upon any partial transfer, the Company will issue and deliver to
such holder a new Warrant Certificate or Certificates with respect to any
portion not so transferred.
This Warrant Certificate shall be void and all rights
represented hereby shall cease on the Expiration Date.
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Dated: March 15, 1996
PHOENIX INFORMATION SYSTEMS CORP.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
___________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman / CEO
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FORM OF REVERSE OF WARRANT CERTIFICATE
EXERCISE SUBSCRIPTION FORM
(To be executed only upon exercise of Warrant)
To: Phoenix Information Systems Corp.
The undersigned irrevocably exercises ____________ of the
Warrants evidenced by this Warrant Certificate for the purchase of shares of
Common Stock, par value $0.01 per share, of PHOENIX INFORMATION SYSTEMS CORP.
and has arranged to make payment of $___________ (such payment being made by
bank check or wire transfer to the account designated by Phoenix Information
Systems Corp., and constituting the Exercise Price (as defined in the Warrant
Agreement) for the shares as to which the Warrants evidenced by this Warrant
Certificate are exercised) or has surrendered this Warrant Certificate in lieu
of cash payment in accordance with the terms of Section 3(c) of the Warrant
Agreement, all on the terms and conditions specified in this Warrant Certificate
and the Warrant Agreement herein referred to. The undersigned hereby irrevocably
surrenders this Warrant Certificate and all right, title and interest therein to
Phoenix Information Systems Corp. and directs that the shares of Common Stock
deliverable upon the exercise of said Warrants be
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Page 47 of 48 Pages
registered or placed in the name and at the address specified
below and delivered thereto.
Date:_________, 19__.
__________________________(1)
Signature of Owner
_____________________________
(▇▇▇▇▇▇ ▇▇▇▇▇▇▇)
_____________________________
(City) (State) (Zip Code)
Securities and/or check to be issued to:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
Please insert social security or identifying number:
Name:
Street Address:
City, State and Zip Code:
_______________
(1) The signature must correspond with the name as written upon the face of
this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.
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Page 48 of 48 Pages
FORM OF ASSIGNMENT
For VALUE RECEIVED, the undersigned registered holder of this
Warrant Certificate hereby sells, assigns and transfers unto the Assignee(s)
named below (including the undersigned with respect to any Warrants constituting
a part of the Warrants evidenced by this Warrant Certificate not being assigned
hereby) all of the right of the undersigned under this Warrant Certificate, with
respect to the number of Warrants set forth below:
Social Security
Names of or other Identifying Number of
Assignees Address Number of Assignee(s) Warrants
--------- ------- --------------------- ---------
and does hereby irrevocably constitute and appoint _______________ the
undersigned's attorney to make such transfer on the books of Phoenix Information
Systems Corp. maintained for the purpose, with full power of substitution.
Dated: ___________, 19__
__________________________
_________________________
_______________
(1) The signature must correspond with the name as written upon the face of
this Warrant Certificate in every particular, without alteration or
enlargement or any change whatever.
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