EXHIBIT 4.5
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THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS AND NO SALE OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT (i) REGISTRATION
UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR (ii) DELIVERY OF AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY,
THAT SUCH REGISTRATIONS ARE NOT REQUIRED.
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DIGITAL BROADCAST NETWORK CORPORATION
(D/B/A INTIRA CORPORATION)
Warrant for the Purchase of Shares of Common Stock
No. B-1 151,379.36 Shares
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FOR VALUE RECEIVED, DIGITAL BROADCAST NETWORK CORPORATION (D/B/A INTIRA
CORPORATION) (the "Company"), a Missouri corporation, hereby certifies that THE
CHASE MANHATTAN BANK or its registered assigns (the "Holder") is entitled,
subject to the provisions of this Warrant, to purchase from Company, at any time
or from time to time during the Exercise Period, as hereinafter defined, an
aggregate of ONE HUNDRED FIFTY-ONE THOUSAND, THREE HUNDRED AND SEVENTY-NINE AND
36/100 (151,379.36) fully paid and nonassessable Warrant Shares (as hereinafter
defined) at purchase price per Warrant Share equal to the Exercise Price (as
hereinafter defined). The number of Warrant Shares to be received upon the
exercise of this Warrant is subject to adjustment from time to time as
hereinafter set forth.
Section 1. Definitions. Terms defined in the Credit Agreement dated as of
December 30, 1999 between Company, the Lenders from time to time parties thereto
and The Chase Manhattan Bank (as amended from time to time the "Credit
Agreement"), unless otherwise defined herein are used herein as therein defined.
The following additional terms, as used herein, have the following respective
meanings:
"Additional Shares" means any shares of Common Stock other than Common
Stock issued upon the exercise of any Warrant.
"Appraiser" has the meaning set forth in Section 7(d)(iii).
"Common Stock" means the authorized Class A Common Stock no par value,
of Company, and any stock into which such Class A Common Stock may thereafter be
converted or
changed, including, upon a reincorporation of Company in Delaware, the common
stock of such Delaware corporation.
. "Convertible Securities" means rights to subscribe for, or any rights
or options to purchase, shares of Common Stock, or any stock or other securities
convertible into or exchangeable for shares of Common Stock.
"Current Market Price" means for shares of Common Stock the current
market price of such Common Stock as determined in accordance with subsection
7(d).
"Exercise Period" means the period from and including the date hereof
to and including 5:00 p.m. (New York City time) on the tenth anniversary of the
date hereof (or if such day is not a Business Day, the next succeeding Business
Day), provided that upon the closing of a transaction in which Company merges or
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consolidates with or into another corporation with the result that the holders
of a majority of the outstanding voting stock of Company immediately prior to
the merger or consolidation do not hold a majority of the outstanding voting
stock of the corporation surviving such merger or consolidation, the warrants
shall be deemed exercised.
"Exercise Price" means, with respect to any Warrant Share, an amount
equal to the greater of the par value of such Warrant Share and $0.0001 per such
Warrant Share.
"Fully Diluted Common Stock" means, at any time, the then outstanding
Common Stock plus (without duplication) all shares of Common Stock issuable,
whether at such time or upon the passage of time or the occurrence of future
events, upon the exercise, conversion or exchange of all then-outstanding
rights, warrants, options, convertible securities or exchangeable securities or
indebtedness, or other rights exercisable for or convertible or exchangeable
into, directly or indirectly, Common Stock, and securities convertible or
exchangeable into Common Stock, whether at the time of issuance or upon the
passage of time or the occurrence of some future event.
"Warrant Shares" means the shares of Common Stock deliverable upon
exercise of this Warrant, as adjusted from time to time.
Section 2. Exercise of Warrant. This Warrant may be exercised in whole or
in part, at any time or from time to time, during the Exercise Period, by
presentation and surrender hereof to Company at its principal office at the
address set forth on the signature page hereof (or at such other address as
Company may hereafter notify the Holder in writing), or at the office of its
stock transfer agent or warrant agent, if any, with the Purchase Form annexed
hereto duly executed and accompanied by proper payment of that portion of the
Exercise Price represented by the number of Warrant Shares specified in such
form being exercised. Such payment may be made, at the option of the Holder,
either (a) by cash, certified or bank cashier's check or wire transfer in an
amount equal to the product of (i) the Exercise Price times (ii) the number of
Warrant Shares as to which this Warrant is being exercised or (b) by receiving
from Company the number of Warrant Shares equal to (i) the number of Warrant
Shares as to which this Warrant is being exercised minus (ii) the number of
Warrant Shares having a value, based on the Current Market Price on the trading
day immediately prior to the date of such exercise, equal to the
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product of (x) the Exercise Price times (y) the number of Warrant Shares as to
which this Warrant is being exercised. If this Warrant should be exercised in
part only, Company shall, upon surrender of this Warrant, execute and deliver a
new Warrant evidencing the rights of the Holder thereof to purchase the balance
of the Warrant Shares purchasable hereunder. Upon receipt by Company of this
Warrant and the Purchase Form annexed hereto, together with the applicable
portion of the Exercise Price, at such office, in proper form for exercise, the
Holder shall be deemed to be the holder of record of the Warrant Shares,
notwithstanding that the stock transfer books of Company shall then be closed or
that certificates representing such Warrant Shares shall not then be actually
delivered to the Holder. Company shall pay any and all documentary stamp or
similar issue taxes payable in respect of the issue of the Warrant Shares.
Company shall not, however, be required to pay any tax which may be payable in
respect of any transfer involved in the issuance or delivery of certificates
representing Warrants or Warrant Shares in a name other than that of the Holder
at the time of surrender for exercise, and, until the payment of such tax, shall
not be required to issue such Warrant Shares.
Section 3. Due Authorization; Reservation of Shares. (a) Company represents
and warrants that this Warrant has been duly authorized, executed and delivered
by Company and is a valid and binding agreement of Company and entitles the
Holder hereof or its assignees to purchase Warrant Shares upon payment to
Company of the Exercise Price applicable to such shares. Company hereby agrees
that at all times there shall be reserved for issuance and delivery upon
exercise of this Warrant all shares of its Common Stock or other shares of
capital stock of Company from time to time issuable upon exercise of this
Warrant. All such shares shall be duly authorized and, when issued upon such
exercise and paid for, shall be validly issued, fully paid and nonassessable,
free and clear of all liens, security interests, charges and other encumbrances
or restrictions on sale and free and clear of all preemptive rights.
(b) Company represents and warrants that the execution and delivery by it
of this Warrant do not require any action by or in respect of Company (other
than those that have been taken), or filing with, any governmental body, agency
or official and do not contravene or constitute a default under or violation of
(i) any provision of applicable law or regulation, (ii) the certificate of
incorporation or bylaws of Company, or (iii) any material agreement, judgment,
injunction, order, decree or other instrument binding upon Company.
Section 4. Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, Company
shall pay to the Holder an amount in cash equal to such fraction multiplied by
the Current Market Price of such fractional share.
Section 5. Exchange, Transfer, Assignment or Loss of Warrant. This Warrant
is exchangeable, without expense, at the option of the Holder, upon presentation
and surrender hereof to Company for other Warrants of different denominations,
entitling the Holder or Holders thereof to purchase in the aggregate the same
number of Warrant Shares. Subject to Section 10 hereof, the Holder of this
Warrant shall be entitled to assign its interest in this Warrant in whole or in
part to any person or persons. Upon surrender of this Warrant to Company, with
the Assignment Form annexed hereto duly executed and funds sufficient to pay any
transfer tax, Company shall, without charge, execute and deliver a new Warrant
or Warrants
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in the name of the assignee or assignees named in such instrument of assignment
and, if the Holder's entire interest is not being assigned, in the name of the
Holder, and this Warrant shall promptly be canceled. In the event of any
assignment in part, the Exercise Price shall be apportioned between the Warrant
to be issued to the Holder with respect to that portion not transferred and the
Warrant to be issued to the transferee based on their respective interests. This
Warrant may be divided or combined with other Warrants that carry the same
rights upon presentation hereof at the office of Company, together with a
written notice specifying the names and denotations in which new Warrants are to
be issued and signed by the Holder hereof. The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or for which it may
be exchanged. Upon receipt by Company of evidence satisfactory to it of the
loss, theft, destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender and cancellation of this Warrant, if mutilated, Company shall execute
and deliver a new Warrant of like tenor and date.
Section 6. Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a stockholder in Company, either at law or equity, and
the rights of the Holder are limited to those expressed in this Warrant.
Section 7. Anti-dilution Provisions and Other Adjustments; Purchase Right.
The number of Warrant Shares which may be purchased upon the exercise hereof
shall be subject to change or adjustment as follows:
(a) Stock Dividends, Splits, Combinations, Reclassifications, etc. If
Company at any time (i) shall declare a dividend or make a distribution on its
Common Stock payable in shares of its capital stock (whether shares of Common
Stock or of capital stock of any other class), (ii) shall subdivide shares of
its Common Stock into a greater number of shares, (iii) shall combine or have
combined its outstanding Common Stock into a smaller number of shares or (iv)
shall issue by reclassification of its Common Stock (including any such
reclassification in connection with a consolidation or merger in which Company
is the continuing corporation), other securities of Company, the Holder shall be
entitled to purchase the aggregate number and kind of shares of capital stock
and other securities which, if the Warrant had been exercised immediately prior
to such event, the Holder would have owned upon such exercise and been entitled
to receive by virtue of such dividend, distribution, subdivision, combination or
reclassification. Such adjustment shall be made successively whenever any event
listed above shall occur.
(b) RESERVED.
(c) Distribution of Evidences of Indebtedness or Assets. If Company at any
time shall fix a record date for the making of a distribution to all holders of
its Common Stock (including any such distribution to be made in connection with
a consolidation or merger in which Company is to be the continuing corporation)
of evidences of its indebtedness or assets (excluding dividends paid in or
distributions of Company's capital stock for which the number of Warrant Shares
purchasable hereunder shall have been adjusted pursuant to subsection (a) of
this Section 7 or regular cash dividends or distributions payable out of
earnings or surplus and made in the ordinary course of business) the number of
Warrant Shares purchasable hereunder after
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such record date shall be determined by multiplying the number of Warrant Shares
purchasable hereunder immediately prior to such record date by a fraction, of
which the denominator shall be the Current Market Price per share of Common
Stock on such record date, less the fair market value (as determined in the
reasonable judgment of the Board of Directors of Company and described in a
statement mailed by certified mail to the Holder) of the portion of the assets
or evidences of indebtedness so to be distributed to a holder of one share of
Common Stock, and the numerator shall be such Current Market Price per share of
Common Stock. Such adjustment shall become effective immediately after such
record date. Such adjustment shall be made whenever such a record date is fixed;
and in the event that such distribution is not so made, the number of Warrant
Shares purchasable hereunder shalt again be adjusted to be the number that was
in effect immediately prior to such record date.
(d) Determination of Market Price. For the purpose of any computation under
Section 4 or subsection (b) or (c) of this Section 7, the Current Market Price
per share of Common Stock on any record date shall be the average of the current
market value, determined as set forth below, of Common Stock for the 20 trading
days prior to the date in question.
(i) If the Common Stock is listed on a national securities exchange or
admitted to unlisted trading privileges on such an exchange, the current
market value shall be the last reported sale price of the Common Stock on
such exchange on such trading day or if no such sale is made on such day,
the mean of the closing bid and asked prices for such day on such exchange;
or
(ii) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current market value shall be the mean of the last
bid and asked prices reported on such trading day (A) by the Nasdaq Stock
Market or (B) if reports are unavailable under clause (A) above by the
National Quotation Bureau Incorporated; or
(iii) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the
current market value shall be such value as is reasonably determined in
good faith by the Board of Directors of Company.
(e) Stock Other Than Common Stock. In the event that at any time, as a
result of an adjustment made pursuant to subsection (a) of this Section 7, the
Holder shall become entitled to receive any shares of the capital stock of
Company other than Common Stock, thereafter the number of such other shares so
receivable upon exercise of this Warrant shall be subject to adjustment from
time to time in a manner and on terms as nearly equivalent as practicable to the
provisions with respect to the Common Stock contained in this Section 7, and the
provisions of this Warrant with respect to the Common Stock shall apply on like
terms to any such other shares.
(f) Notice of Certain Actions. In the event that at any time:
(A) Company shall authorize the issuance to all holders of its Common
Stock of Convertible Securities; or
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(B) Company shall authorize the distribution to all holders of its
Common Stock of evidences of its indebtedness or assets (other than
dividends paid in or distributions of Company's capital stock for which the
number of Warrant Shares purchasable hereunder shall have been adjusted
pursuant to subsection (a) of this Section 7 or regular cash dividends or
distributions payable out of earnings or surplus and made in the ordinary
course of business); or
(C) Company shall authorize any capital reorganization or
reclassification of the Common Stock (other than a subdivision or
combination of the outstanding Common Stock and other than a change in par
value of the Common Stock) or of any consolidation or merger to which
Company is a party and for which approval of any stockholders of Company is
required (other than (1) a consolidation or merger in which Company is the
continuing corporation and that does not result in any reclassification or
change of the Common Stock outstanding or (2) a consolidation or merger in
which Company merges into a subsidiary in connection with a reincorporation
in Delaware), or of the conveyance or transfer of the properties and assets
of Company substantially as an entirety; or
(D) there shall be a voluntary or involuntary dissolution, liquidation
or winding-up of Company; or
(E) Company shall propose to take any other action that would require
an adjustment of the number of Warrant Shares purchasable hereunder
pursuant to this Section 7;
then Company shall cause to be mailed by certified mail to the Holder, at least
20 days prior to the applicable record or effective date hereinafter specified,
a notice describing such issuance, distribution, reorganization,
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation, winding-up or other action and stating (x) the date as of which the
holders of Common Stock of record entitled to receive any such Convertible
Securities or distributions are to be deemed or (y) the date on which any such
consolidation, merger, conveyance, transfer, dissolution, liquidation or
winding-up is expected to become effective and the date as of which it is
expected that holders of Common Stock of record shall be entitled to exchange
their shares of Common Stock for securities or other property, if any,
deliverable upon such reorganization, reclassification, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding-up.
(g) Common Stock Defined. Whenever reference is made in this Section 7 to
the issue of shares of Common Stock, the term "Common Stock" shall include any
equity securities of any class of Company hereinafter authorized which shall not
be limited to a fixed or determinable amount in respect of the right of the
holders thereof to participate in dividends or distributions of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of Company.
However, subject to the provisions of Section 9 hereof, shares issuable upon
exercise hereof shall include only Warrant Shares as of the date hereof or
shares of any class or classes resulting from any reclassification or
reclassifications thereof or as a result of any corporate reorganization as
provided for in Section 9 hereof.
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Section 8. Officers' Certificate. Whenever the number of Warrant Shares
purchasable hereunder shall be adjusted as required by the provisions of Section
7, Company shall forthwith file in the custody of its Secretary or an Assistant
Secretary at its principal office an officers' certificate showing the adjusted
number of Warrant Shares purchasable hereunder determined as herein provided,
setting forth in reasonable detail the facts requiring such adjustment and the
manner of computing such adjustment. Each such officers' certificate shall be
signed by the chairman, president or chief financial officer of Company and by
the secretary or any assistant secretary of Company. Each such officers'
certificate shall be made available at all reasonable times for inspection by
the Holder or any holder of a Warrant executed and delivered pursuant to Section
4 hereof and Company shall, forthwith after each such adjustment, mail a copy,
by certified mail, of such certificate to the Holder or any such holder.
Section 9. Reclassification, Reorganization, Consolidation or Merger. In
case of any Reorganization Transaction (as hereinafter defined), Company shall,
as a condition precedent to such transaction, cause effective provisions to be
made so that the Holder shall have the right thereafter, by exercising this
Warrant, to purchase the kind and amount of shares of stock and other securities
and property receivable upon such Reorganization Transaction by a holder of the
number of shares of Common Stock that would have been received upon exercise of
this Warrant immediately prior to such Reorganization Transaction. Any such
provision shall include provision for adjustments in respect of such shares of
stock and other securities and property that shall be as nearly equivalent as
may be practicable to the adjustments provided for in this Warrant. The
foregoing provisions of this Section 9 shall similarly apply to successive
Reorganization Transactions. For purposes of this Section 9, "Reorganization
Transaction" shall mean (excluding any transaction covered by Section 7) any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of Company (other than a subdivision or combination of the
outstanding Common Stock and other then a change in the par value of the Common
Stock) or any consolidation or merger of Company with or into another
corporation (other than a merger with a subsidiary in which merger Company is
the continuing corporation and that does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock of
the class issuable upon exercise of this Warrant) or any sale, lease, transfer
or conveyance to another corporation of all or substantially all of the assets
of Company.
Section 10. Transfer Restrictions. (a) Compliance with Securities Act.
The Holder, by acceptance hereof, agrees that this Warrant, and the Warrant
Shares to be issued upon exercise hereof are being acquired for investment and
that such holder will not offer, sell or otherwise dispose of this Warrant, or
any Warrant Shares except under circumstances which will not result in a
violation of the Securities Act of 1933, as amended (the "Act) or any applicable
state securities laws. Upon exercise of this Warrant, unless the Warrant Shares
being acquired are registered under the Act and any applicable state securities
laws or an exemption from such registration is available, the holder hereof
shall confirm in writing that the Warrant Shares so purchased are being acquired
for investment and not with a view toward distribution or resale in violation of
the Act and shall confirm such other matters related thereto as may be
reasonably requested by the Company. This Warrant and all Warrant Shares issued
upon exercise of this Warrant (unless registered under the Act and any
applicable state securities laws) shall be stamped or imprinted with a legend in
substantially the following form:
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THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS,
NO SALE OR OTHER DISPOSITION MAY BE EFFECTED WITHOUT (i) REGISTRATION UNDER
SUCH ACT AND APPLICABLE STATE SECURITIES LAWS, OR (ii) DELIVERY OF AN
OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE
COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED.
Said legend shall be removed by the Company, upon the request of the
Holder, at such time as the restrictions on the transfer of the applicable
security shall have terminated. In addition, in connection with the issuance of
this Warrant, the Holder specifically represents to the Company by acceptance of
this Warrant as follows:
(A) The Holder is aware of the Company's business affairs and financial
condition, and has acquired information about the Company sufficient to reach an
informed and knowledgeable decision to acquire this Warrant. The holder is
acquiring this Warrant for its own account for investment purposes only and not
with a view to, or for the resale in connection with, any "distribution" thereof
in violation of the Act.
(B) The holder understands that this Warrant has not been registered
under the Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the holder's
investment intent as expressed herein.
(C) The holder further understands that this Warrant must be held
indefinitely unless subsequently registered under the Act and qualified under
any applicable state securities laws, or unless exemptions from registration and
qualification are otherwise available. The holder is aware of the provisions of
Rule 144, promulgated under the Act.
(D) The holder is an "accredited investor" as such term is defined in
Rule 501 of Regulation D promulgated under the Act.
(b) Disposition of Warrant or Shares. With respect to any offer, sale or
other disposition of this Warrant or any Warrant Shares acquired pursuant to the
exercise of this Warrant prior to registration of such Warrant or Warrant
Shares, the holder hereof agrees to give written notice to the Company prior
thereto, describing briefly the manner thereof, together with a written opinion
of such holder's counsel, or other evidence satisfactory to the Company, to the
effect that such offer, sale or other disposition may be effected without
registration or qualification (under the Act as then in effect or any federal or
state securities law then in effect) of this Warrant or the Warrant Shares and
indicating whether or not under the Act certificates for this Warrant or the
Warrant Shares to be sold or otherwise disposed of require any restrictive
legend as to applicable restrictions on transferability in order to ensure
compliance with such law. Upon receiving such written notice and reasonably
satisfactory opinion or other evidence, the Company, as promptly as practicable
but no later than fifteen (15) days after receipt of the written notice, shall
notify such holder that such Holder may sell or otherwise dispose of this
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Warrant or such Warrant Shares, all in accordance with the terms of the notice
delivered to the Company. If a determination has been made pursuant to this
Section 10(b) that the opinion of counsel for the holder or other evidence is
not reasonably satisfactory to the Company, the Company shall so notify the
holder promptly with details thereof after such determination has been made.
Notwithstanding the foregoing, this Warrant or such Warrant Shares may, as to
such federal laws, be offered, sold or otherwise disposed of in accordance with
Rule 144 under the Act, provided that the Company shall have been furnished with
such information as the Company may reasonably request to provide a reasonable
assurance that the provisions of Rule 144 have been satisfied. Each certificate
representing this Warrant or Warrant shares thus transferred (except a transfer
pursuant to Rule 144) shall bear a legend as to the applicable restrictions on
transferability in order to ensure compliance with such laws, unless in the
aforesaid opinion of counsel for Holder, such legend is not required in order to
ensure compliance with such laws. The Company may issue stop transfer
instructions to its transfer agent in connection with such restrictions.
Section 11. Market Stand-Off. The Holder hereby agrees that, during the
period of duration (up to, but not exceeding, (x) 180 days or (y) such shorter
period as shall apply to the Permitted Investors)) specified by the Company and
an underwriter of Common Stock or other equity securities of the Company,
following the effective date of a registration statement of the Company filed
under the Securities Act, it shall not, to the extent requested by the Company
and such underwriter, directly or indirectly sell, offer to sell, contract to
sell (including, without limitation, any short sale), grant any option to
purchase or otherwise transfer or dispose of (other than to donees who agree to
be similarly bound) any securities of the Company held by it at any time during
such period except Common Stock included in such registration. In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to the securities of Holder until the end of such
period, and Holder agrees that, if so requested, Holder will execute an
agreement in the form provided by the underwriter containing terms which are
essentially consistent with the provisions of this Section.
Section 12. Listing on Securities Exchanges. Company shall use all
commercially reasonable efforts to list on each national securities exchange on
which any Common Stock may at any time be listed, subject to official notice of
issuance upon the exercise of this Warrant, and shall use its commercially
reasonable efforts to maintain such listing, so long as any other shares of its
Common Stock shall be so listed, all shares of Common Stock from time to time
issuable upon the exercise of this Warrant; and Company shall use its
commercially reasonable efforts to so list on each national securities exchange,
and shall use all reasonable efforts to maintain such listing of, any other
shares of capital stock of Company issuable upon the exercise of this Warrant if
and so long as any shares of capital stock of the same class shall be listed on
such national securities exchange by Company. Any such listing shall be at
Company's expense.
Section 13. Availability of Information. (a) Company shall comply with the
reporting requirements of Sections 13 and 15(d) of the Exchange Act to the
extent it is required to do so under the Exchange Act. Company shall also
cooperate with each Holder of any Warrants and holder of any Warrant Shares in
supplying such information as may be necessary for such holder to complete and
file any information reporting forms currently or hereafter
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required by the Securities and Exchange Commission as a conditon to the
availability of an exemption from the Securities Act for the sale of any
Warrants or Warrant Shares. The provisions of this Warrant in full or
otherwise.
(b) If at any time Company is not subject to the requirements of Section
13 or 15(d) of the Exchange Act, Company will promptly furnish at its expense,
upon request, for the benefit of Holders form time to time of Warrants and
holders form time to time of Warrant Shares, to Holderd to Warrants and holders
form time to time of Warrant Shares, to Holders of Warrants, holders or Warrant
Shares and prospective urchasers of Warrants and Warrant Shares information
satisfying the requirements of subsection (d) (4) (i) of Rule 144A under the
Securities Act.
Section 14. Governing Laws. This Warrant shall be governed by and
construed in accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, Company has duly caused this Warrant be executed by and
attested by their duly authorized officers and to be dated as of December 30,
1999.
DIGITAL BROADCAST NETWORK CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: CFO
Attest:
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Secretary
Address:
c/o Intira Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention:
Telecopier Number:
Telephone:
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PURCHASE FORM
Dated _________, __
The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing _____ shares of Common Stock and hereby makes payment
of _____ in payment of the exercise price thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name____________________________________________________________________
(please typewrite or print in block letters)
Address __________________________________________________________________
Signature _________________________________________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, _____________________________________ hereby sells,
assigns and transfers unto
Name____________________________________________________________________
(please typewrite or print in block letters)
Address __________________________________________________________________
its right to purchase _____ shares of Common Stock represented by this Warrant
and does hereby irrevocably constitute and appoint ___________ Attorney, to
transfer the same on the books of Company, with full power of substitution in
the premises.
Date _______, ____
Signature __________________